Interoffice
Memorandum

Enron's performance has been exceptional.  This performance is reflected in 
our stock price, in the recognition we receive in the media and financial 
communities, and, most importantly, in the enthusiasm of our people.  It has 
been clear to us for some time that we are driving fundamental change in the 
marketplace and that our natural gas, electricity and communications networks 
can be positioned for even greater growth.  A &new economy8 is emerging, an 
economy based on intellectual capital and the compelling economics of 
networks.  Capturing the opportunities in this new economy calls for 
increased coordination and integration across our wholesale (ECT, ECM, EI), 
retail (EES), and communications (ECI) businesses.  It is our intention to 
combine the operations of these businesses into a cohesive organization that 
will ensure we realize the growth we foresee in all our businesses.

To this end, we are initiating a number of organization and staffing changes 
in these businesses and related changes in the Enron Office of the Chairman, 
in Corporate Staff groups, and in a number of management/personnel 
committees.  Other business units, EOG, GPG, PGE, and Azurix, will not be 
directly affected.  Accordingly, the following changes are effective 
immediately.

Enron Office of the Chairman

Joe Sutton will join the Office of the Chairman as Vice Chairman.  In his new 
role, Joe will work with the two of us to manage the operations of the 
company.  

Rebecca Mark, previously Vice Chairman of the company, will now fully 
concentrate on her responsibilities as Chairman and CEO of Azurix, our most 
recent public company. Rebecca has also been elected to the Enron Board of 
Directors, effective today.

Ken Harrison, previously Vice Chairman of the company, will fully concentrate 
on his responsibilities as Chairman and CEO of Portland General Electric and 
Non-Executive Chairman of Enron Communications.  Ken will continue to serve 
on Enron's Board of Directors.

Redefined Business Units

ECT, ECM, EI, EES, and ECI will be regrouped into eight regions/businesses 
and five global functions.  Each region/business will be operated as an 
independent entity but will coordinate staffing, career paths, compensation 
and performance review across all units.  Each global function will provide 
its specialized expertise across all regions/businesses.  Included in these 
functions is a new technology function, which will focus on information 
systems and growth of our e-commerce capabilities where we believe there is 
enormous potential.  These organizational units and their leadership are as 
follows:

 Regions/Businesses

 North America:  Cliff Baxter, CEO; Kevin Hannon, COO
 Europe:  Mark Frevert, CEO; John Sherriff, President; Dan McCarty, COO
 South America: Jim Bannantine, Co-CEO; Diomedes Christodoulou, Co-CEO
 India:  Sanjay Bhatnagar, CEO
 Caribbean, Middle East:  David Haug, CEO
 Asia, Africa:  Rebecca McDonald, CEO
 EES:  Lou Pai, CEO; Tom White, Vice Chairman
 ECI:  Joe Hirko, Co-CEO; Ken Rice, Co-CEO (Ken Harrison ) non-executive 
Chairman)




 Global Functions

 Risk Management:  Greg Whalley, CEO
 Finance:  Andy Fastow, CFO; Jeff McMahon, Treasurer
 Asset Operations:  Kurt Huneke, CEO
 EE&CC:  Larry Izzo, CEO
 Technology:  Mike McConnell, CEO

Corporate Staff

All corporate and EI staff units will be regrouped into six corporate staff 
groups.  These staff groups will support all operations of Enron.  These 
organizational units and their leadership are as follows:

 Legal:  Jim Derrick, EVP and General Counsel; Rob Walls, SVP and Deputy 
General Counsel
 Risk Assessment and Control:  Rick Buy, EVP
 Accounting and HR:  Rick Causey, EVP and Chief Accounting Officer
 Investor Relations:  Mark Koenig, EVP
 Other Staff Groups:  Steve Kean, EVP and Chief of Staff
 Corporate Development:  To be determined.

Committees

A new Executive Committee will be formed to replace the existing Management 
and Operating Committees.  Membership will be as follows:

 Ken Lay, Chairman
 Jeff Skilling, Alternate Chairman
 Joe Sutton
           Stan Horton
Jim Bannantine         Kurt Huneke
 Cliff Baxter         Larry Izzo
 Sanjay Bhatnagar        Steve Kean 
Rick Buy         Mark Koenig
 Rick Causey         Rebecca Mark (Ad hoc)
 Diomedes Christodoulou        Mike McConnell 
 Jim Derrick         Rebecca McDonald
 Andy Fastow         Jeff McMahon
 Peggy Fowler         Lou Pai
 Mark Frevert         Mark Papa (Ad hoc)
 Kevin Hannon         Ken Rice
 Ken Harrison         John Sherriff 
 David Haug         Greg Whalley
 Joe Hirko         Tom White
 

Four other committees, which will be essential to the success of this new 
organization, will be formed.  These committees are:

 Managing Director and SVP Personnel Committee:  Jeff Skilling, Chairman
 Vice President Personnel Committee:  Kevin Hannon, Chairman
 Vision and Values Committee: Joe Sutton, Chairman
 Workforce Diversity:  Ken Lay, Chairman

Details of membership on these committees will follow shortly.

Summary

Over the next several weeks all of the specifics of this reorganization will 
be further ironed out and communicated.  In the meantime, please bear with us 
-  we are confident that these changes will have a significant, positive 
impact on the operation and growth of the company.