Attached for signature is the form of Enron Corp. Guaranty in favor of the 
referenced Counterparty, which guarantees the obligations of ENA under an 
ISDA Master Agreement.  We will need two executed copies since both parties 
have to execute the Guaranty.  This ISDA Master Agreement will supersede and 
replace an existing Master Agreement with this Counterparty, and this Enron 
Corp.Guaranty will supersede and replace the previous Enron Corp. Guaranty 
dated as of March 4, 1994.

 In addition, we will need the following closing documents:  Certificate of 
Incumbency.

 Upon approval and execution, please call me at x33399 to pick up the 
documents.  Thank you for your assistance in this matter.