Thomas:

Attached is a redline of the Client Agreement.  I know that Gary Hickerson 
will be meeting with J P Morgan early next week and would like to have this 
agreed.  Please advise as to what attorney will review my comments and put me 
in touch with that person today.  Please let me know if you have any 
questions.  Thanks.




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com