At the request of Bob Shults, I am attaching Enron's proposed form of 
Non-Disclosure Agreement.   If the enclosed meets with your approval, please 
execute the agreement and return it to the attention of Tana Jones via fax 
no. (713) 646-3490.  I will then have it executed by Enron.  If you have any 
comments or questions please call me at the number indicated below.  We look 
forward to hearing from you.




Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com