Mark, the following tax changes to the various financial GTC's and weather 
swaps are those that we have spoken about and effectively adopt the approach 
of our Master ISDA's with regard to taxation.  Just wanted to keep you in the 
loop.  I will be out on Tuesday but, should you need to, you can follow up 
with Jeff Blumenthal.  Best regards.
---------------------- Forwarded by Stephen H Douglas/HOU/ECT on 09/05/99 
05:04 PM ---------------------------


Jeff Blumenthal
09/03/99 02:24 PM
To: David Forster/LON/ECT@ECT
cc: Tara Sweitzer/HOU/ECT@ECT, Torrey Moorer/HOU/ECT@ECT, Stephen H 
Douglas/HOU/ECT@ECT 
Subject: Revised GTCs

Dave,

Attached below are the OnLine GTCs that contain the appropriate U.S. federal 
tax language.  As you'll see, our changes are reflected either by underline 
or strikeout in each of the documents.  The 3 attachments below are as 
follows:

  1.  ENA financial GTC
  2.  Enron Canada financial GTC
  3.  ENA HDD swap GTC

As you know, ENA financial (credit) and Enron Canada financial (credit) GTCs 
exist in addition to the ENA financial and Enron Canada financial GTCs.  The 
language that we inserted in the attached ENA financial and Enron Canada 
financial GTCs should also be inserted in the ENA financial (credit) and 
Enron Canada financial (credit) GTCs.  In addition, there are several weather 
derivative swap GTCs.  The language set forth in the attached ENA HDD swap 
GTC will need to be inserted in all other ENA weather derivative swap GTCs 
(credit and non-credit).

Also, please note that the message you forwarded to me from Leslie Hansen 
appears to relate to the U.S. state tax language to be inserted into certain 
GTCs.

Please call me at 3-5777 if you'd like to discuss further.

Best regards,

Jeff
---------------------- Forwarded by Jeff Blumenthal/HOU/ECT on 09/03/99 12:12 
PM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "Devetski, Tim" <tdevetski@velaw.com>                           
08/23/99 03:29 PM
	

To: Jeff Blumenthal/HOU/ECT@ECT
cc: "Gerachis, George" <GGerachis@velaw.com> 
Subject: Revised GTCs



Per our (separate) discussions, I have revised the GTCs to reflect (i) the
counterparty's representation that it is a domestic corporation (which, if
correct, would permit us to avoid back-up withholding on reportable
payments, if any, made pursuant to this GTC) and (ii) the requirement that
we provide the relevant forms to the counterparty in the event the
counterparty notifies us that it is not a domestic corporation.

 <<ENA Financial GTC Version 3.doc>>  <<Canada Financial GTC Version 3.doc>>
 <<HDD Swap (credit) Version 3.doc>>

 - ENA Financial GTC Version 3.doc
 - Canada Financial GTC Version 3.doc
 - HDD Swap (credit) Version 3.doc