As  you  know,  Enron  has  signed  a merger agreement by which Dynegy will
acquire  Enron.   We  expect the transaction to close following shareholder
and regulatory approvals and various conditions to closing.

Even  though  Enron  has  entered  into  this  agreement,  U.S. and foreign
antitrust   laws   require  that  Enron  and  Dynegy  continue  to  operate
independently  of  each other.  In particular, to the extent that Enron and
Dynegy  are  competitors in various businesses or markets, their respective
activities  must  be  undertaken  at arm's length until the transaction has
closed.   Therefore,  for antitrust purposes you should treat Dynegy as you
would any other unaffiliated company notwithstanding the merger agreement.

In  addition,  all information, documents and communications related to the
merger  between Enron and Dynegy should be coordinated through and approved
by  Mark Muller, Lance Schuler, Robert Eickenroht, Mark Haedicke, Rob Walls
or Greg Whalley of Enron.  It is absolutely critical that this procedure be
maintained.   To the extent that information is required to be disclosed to
Dynegy  under the merger agreement, then such disclosure should be approved
by one of the foregoing individuals.

If  you  have  any  questions  concerning this notice, please contact Lance
Schuler  (713/853-5419),  Robert  Eickenroht  (713/853-3155), Mark Haedicke
(713/853-6544)  or  Rob  Walls  (713/646-6017).  Thank you for your help in
this matter.