Attached hereto is a memorandum outlining the requirements of Regulation M-A with respect to communications regarding the Enron/Dynegy merger.  In general, Regulation M-A requires that all written communications made by Enron that could be viewed as soliciting support for the merger and are sent to stockholders must be filed with the SEC on the date of first use and must contain the legend set out in the attached memo.  This memo was distributed today to the attendees at Steve Kean's daily 10:30 meeting.  If you have any questions concerning the attached, please contact me at ext. 33448 or Elizabeth Sager at ext. 36349.  Thanks, Anne.