Attached for your review and comment is a draft of the Schedule and Credit 
Support Annex to the referenced agreement.  It is our intention to replace 
the existing Master Energy Price Swap Agreement dated as of May 28, 1992 
between Enron Risk Management Services Corp. (now known as Enron North 
America Corp.) and Morgan Guaranty  (the "Existing Master Agreement") with 
the ISDA Master Agreement.   Under the exisiting Master Agreement, Enron 
Corp. executed a $50,000,000  Guaranty in favor of  Morgan Guaranty. The 
draft ISDA Master Agreement includes our updated form of Guaranty.  We can 
either amend the exisiting form of Guaranty or amend and restate the 
exisiting Guaranty with our updated form of Guaranty.

 Should you have any questions or comments, please  call either Sara 
Shackleton (attorney) at (713) 853-5620 (email address:  
sara.Shackleton@enron.com) or me (paralegal) at (713) 853-0975 (email 
address: susan.flynn@enron.com).   We look forward to hearing from you.