Enron Fights To Find Near-Term Sellers,But Still Trading
Dow Jones Energy Service, 11/27/01
USA: UPDATE 3-Dynegy says in talks on Enron merger structure.
Reuters English News Service, 11/27/01
RPT Dynegy confirms in talks on structure of Enron merger deal
AFX News, 11/27/01
Merger Traders Wary Even If Enron, Dynegy Cut New Terms
Dow Jones News Service, 11/27/01
Dynegy confirms in talks on structure of Enron merger deal
AFX News, 11/27/01
STOCKWATCH Enron slightly higher on hopes for new deal price
AFX News, 11/27/01
IN THE MONEY: Hedge Funds Say Yes To New Enron Terms
Dow Jones News Service, 11/27/01
Dynegy Confirms Talks On Enron Deal Structure - Source
Dow Jones News Service, 11/27/01
USA: Enron shares down despite talk of new Dynegy deal.
Reuters English News Service, 11/27/01
Enron Credit Rating to Remain Unchanged for Today, Moody's Says
Bloomberg, 11/27/01

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle
Bloomberg, 11/27/01

Liberty Funds Analyst Paik Comments on Dynegy and Enron Talks
Bloomberg, 11/27/01

A.G. Edwards Analyst Heim Comments on Dynegy and Enron Talks
Bloomberg, 11/27/01

Commerzbank Analyst Meade Comments on Dynegy's Talks With Enron
Bloomberg, 11/27/01

ENRON SHARES RECOVER FROM A.M. SLUMP
CBS.MarketWatch.com, 11/27/01

Enron In Free Fall
Forbes.com

Enron Fights To Find Near-Term Sellers,But Still Trading
By Mark Golden
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones Energy Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Enron Corp. (ENE) continued to struggle Tuesday to find willing sellers of near-term gas and power in North America, but the one-time market maker was still able to trade on a limited basis, according to market sources.
"It's not getting any better," said one major energy broker.
Many energy trading companies aren't selling to Enron and are only buying from it near-term. These include Aquila Inc. (ILA), Mirant (MIR), Royal Dutch/Shell Group (RD) subsidiary Coral Energy, Sempra Energy (SRE), and Morgan Stanley Dean Witter's energy trading subsidiary, said the broker. The broker estimated Enron's over-the-counter trading volume to be about 25% of what it was a month ago. Companies are willing to buy from Enron in the spot gas and power markets, because taking delivery on commodity and paying for it a month later poses no credit risk for the buyer.
Some other companies, like Dynegy Inc. (DYN), Duke Energy Corp. (DUK) and BP PLC. (BP), continue to trade with Enron fairly freely, the broker said. Dynegy has reached an agreement to acquire Enron, though the terms of that deal are being renegotiated. The trading subsidiaries of troubled California utility-holding companies PG&E Corp. (PCG) and Edison International (EIX) also are trading with Enron.
The third and largest group of companies are trading with Enron on a very limited basis to reduce exposure by taking off-setting trades against deals done long ago. These include El Paso Corp. (EPG), Reliant Resources (RRI), Tractebel SA's (B.TRB) U.S. trading unit and regulated utilities, the broker said.
Several energy traders said that both power and gas were being sold at prices lower than Enron was offering.
"They've been cut off from so many people," said one electricity trader.
Enron Says Just Slight Reduction In Transactions

An Enron spokesman said he has seen a slight reduction in transactions but not to 25% of the one-month-ago level.
The notional value of Enron's 30-day rolling average of transactions is $2.8 billion, said Enron spokesman Eric Thode. Thode declined to give volume data for Tuesday or Monday, although the company was giving daily information two weeks ago.
"We're not doing daily information. We're only speaking in terms of 30-day rolling averages. ... It's not fair to speak in terms of daily because of daily volatility," Thode said.
Traders and brokers said they hope Dynegy will offer some kind of guarantee to Enron's trading to restore confidence. But, after Enron's ability to transact took a severe turn for the worse Nov. 20, Dynegy said that the companies must continue to operate independently until their merger is approved and completed.
Energy companies began shying away from Enron over the past month, as concerns about its finances precipitated a 75% drop in its stock price and left its bonds trading at levels typically associated with junk-rated debt.
But Enron saw its ability to trade seriously damaged last week following the late release of its quarterly financial report with the U.S. Securities Exchange Commission. For the first time since Enron's troubles began a month ago, energy companies stopped selling to Enron in the spot markets for fear that Enron might not be able to pay its bills as soon as next month based on the quarterly filing.
Moody's Investors Service and Standard & Poor's all rate Enron one notch above speculative grade. Moody's has Enron's ratings on review for a downgrade, and S&P has Enron on negative credit watch. Fitch calls Enron's credit rating "evolving." Enron's ability to do business in the energy markets depends on its maintaining investment-grade ratings.
-By Mark Golden, Dow Jones Newswires; 201-938-4604; mark.golden@dowjones.com
(John Edmiston in Houston and Jon Kamp in Chicago also contributed to this article.)

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: UPDATE 3-Dynegy says in talks on Enron merger structure.
By C. Bryson Hull

11/27/2001
Reuters English News Service
(C) Reuters Limited 2001.
HOUSTON, Nov 27 (Reuters) - Energy trader Dynegy Inc. confirmed on Tuesday it was in talks with floundering rival Enron Corp. over their proposed merger, as sources familiar with the negotiations indicated the final buyout price may be slashed some 40 percent.
"I can confirm that we are in discussions with the parties involved in the transaction related to the deal," Dynegy spokesman John Sousa told Reuters. He declined to give further details.
Dynegy had planned to buy its Houston rival for $9 billion in stock and is currently in a "due diligence" examination of Enron's complex financial books that began before the Thanksgiving holiday last Thursday.
The buyout offer, finalized Nov. 9, would have had Dynegy paying about $10.41 for each share of Enron, but Enron's shares have since cratered to near $4, stoking investor fears the merger will not go through as planned - if at all.
The stock exchange ratio under discussion could fall from the originally proposed valuation of 0.2685 of each Dynegy share for each Enron share to around 0.15 instead, sources familiar with the matter told Reuters. Enron is willing to accept the lower valuation, given the pressure on its stock price, the sources said.
Enron's shares bounced on Dynegy's confirmation of the restructuring talks, trading up 22 cents at $4.23 in late afternoon action on the New York Stock Exchange. The shares had dipped as low as $3.84 in late-morning dealings and as high $4.49. Dynegy's shares gained 4.7 percent or $1.83 to move to $41.08 on the NYSE.
Also on the table were negotiations to extend maturation of Enron's debt past the close of the merger, expected in the third quarter of 2002. The sources said an announcement was possible on a new infusion of at least $500 million in cash, which Enron has said it was seeking.
There also seemed to be an accord over who gets first crack at the Northern Natural Gas Pipeline, which would be Dynegy's consolation prize if the deal fell apart, a source said. Published reports have said that investment banks J.P. Morgan and Salomon Smith Barney had already accepted the pipeline as collateral in other loans, and may dispute Dynegy's ownership if the deal breaks up.
"The pipeline is far more valuable than what has already been collateralized. There's a solid earnings stream from that thing," said one source familiar with the discussions.
ONE TRADING UNIT SHUT DOWN
Two sources confirmed to Reuters that Enron's equity trading unit has been told it is being closed and that the roughly 60 employees there are being laid off. Enron was not immediately available for comment.
Those layoffs, part of broader job cuts expected as part of the Dynegy buyout, point to an acute problem for Enron - the loss of volume in its premier trading franchise. Enron's trading partners have been cutting back transactions with North America's largest energy trader because of credit concerns.
"This business is hugely dependent on volumes and volume growth. It is the principal reason that Dynegy is making the deal. If it's worth a lot less then Enron is worth less. It's vital to stop the bleeding in its core trading and marketing business," said Commerzbank analyst Andre Meade.
But as Enron's stock continued to lose value, down over 50 percent since Dynegy's initial bid, it seemed likely the purchase price would fall as well. Enron has seen its market capitalization drop to around $3 billion, from $60 billion at the start of 2001. (additional reporting by Jeff Goldfarb, Janet McGurty and Jonathan Stempel in New York).

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
RPT Dynegy confirms in talks on structure of Enron merger deal

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
(Repeating to clarify lead)
NEW YORK (AFX0 - Dynegy Inc confirmed it is in talks with Enron Corp on the terms of their two week-old acquisition deal.
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of a deal," Dynegy spokesman Steve Stengel said.
Enron declined to comment.
Citing people familiar with the matter, the Wall Street Journal reported today that Enron is in advanced talks with Dynegy to cut the price of the all-stock transaction by more than 40 pct to about 5 bln usd.
Enron is also trying to extend the maturity dates of some of its borrowings to stem a growing liquidity crisis, the Wall Street Journal said.
lwl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Merger Traders Wary Even If Enron, Dynegy Cut New Terms
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Even if Dynegy Inc. (DYN) revises the terms of its acquisition of Enron Corp. (ENE), some takeover traders say the stock remains too risky.
Earlier Tuesday, a Dynegy spokesman confirmed the company was in talks to restructure the Enron acquisition. Separately, a person familiar with the negotiations said the talks are centered on creating a package that includes a lower exchange ratio for Enron shareholders, a provision for additional funding for Enron, and the refinancing of Enron's existing debt.
Even with the boost Enron shares have received from the reports, they continue to trade at a sharp discount to the original deal's value. Enron shares recently traded at $4.30, up 29 cents, or 7.2%, while Dynegy shares changed hands at $41.50, up $2.25, or 5.8%.
Under the original terms of the deal, Enron shareholders will receive 0.2685 of a Dynegy for each share outstanding, or $9.47 billion. At current trading levels, Enron shares are at a 61% discount to the offer price.
According to The Wall Street Journal, Dynegy and Enron are contemplating an exchange ratio of less than 0.15 of a Dynegy share, or about $5.29 billion.
The rejiggered deal is an attempt to restore confidence in Enron's ability to carry on its core energy marketing and trading business as the deal moves toward completion, the person said.
As the market waits for more details from the two companies, some say it will take more than a revised offer to provide takeover traders, also known as arbitrageurs, with enough confidence to play the deal in the typical fashion.
Often arbitrageurs bet on pending mergers by selling short shares of the acquiring company and buying shares of the target. In this way, the traders hope to profit as the target's share price moves toward the buyer's offer.
But according to some traders, there is too much risk, even for those accustomed to uncertainty, to play the Dynegy-Enron deal in this way.
Several traders said they were still wary that the deal could collapse and potentially push Enron into bankruptcy.
Enron's fortunes took a sharp turn for the worst after investors began to realize the company liberally used accounting loopholes to move its debts into off-balance-sheet financing vehicles, including partnerships run by its former chief financial officer, Andrew Fastow.
"There's nothing like accounting to scare people," said one trader, who said there is still a perception in the market that there is more bad news yet to come from Enron.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Dynegy confirms in talks on structure of Enron merger deal

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
NEW YORK (AFX0 - Dynegy Inc confirmed it is in talks with Enron Corp to renegotiate the terms of a deal with Dynegy Inc in an attempt to save their two week-old acquisition deal.
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of a deal," Dynegy spokesman Steve Stengel said.
Enron, meanwhile, declined to comment on the report.
Citing people familiar with the matter, the Wall Street Journal reported that Enron Corp is in advanced talks with Dynegy to cut the price of the all-stock transaction by more than 40 pct to about 5 bln usd.
Enron is also trying to extend the maturity dates of some of its borrowings to stem a growing liquidity crisis, the Wall Street Journal said.
lwl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
STOCKWATCH Enron slightly higher on hopes for new deal price

11/27/2001
AFX News
(c) 2001 by AFP-Extel News Ltd
NEW YORK (AFX) - Shares of Enron Corp were slightly higher in midsession trade on reports that the company is trying to renegotiate the terms of a deal with Dynegy Inc, by cutting the price of the all-stock transaction to 5 bln usd, or 40 pct, from 9 bln usd, dealers said.
At 12.19 pm, amid broad declines in the market, Enron shares were trading up 5 cents at 4.04 usd. Dynegy was up 1.26 usd, or 3.26 pct, at 40.51.
The DJIA was down 111.48 points at 9,871.28. The S&P 500 was down 10.40 points at 1,147.02. The Nasdaq composite was down 20.25 points at 1,920.98.
Earlier, the Wall Street Journal said Enron was in advanced talks with Dynegy in an attempt to salvage their two week-old acquisition deal. The companies are discussing a new price for the all-paper deal, following the sharp fall in Enron's share price of the past few weeks.
Enron had hoped to finalise the deal and make an announcement yesterday that would calm investors -- the shares are trading at a small fraction of their record high last year of 87.50 usd.
As of today, however, the revised deal still has not been formalised.
The current agreement with Dynegy contains a "material adverse change" clause, which could be invoked to call the deal off.
As part of its due diligence, Dynegy is examining details of Enron's filing with the Securities and Exchange Commission last week, which reportedly contained information it had not received previously.
"Enron is a black hole, and I don't know how deep the bottom is," said Fadel Gheit an analyst at Fahnestock & Co.
Only four weeks ago, Enron's stock was trading at the 8 usd mark, Gheit said, noting that if the Dynegy had done their homework the stock would not have continued to collapse.
"The market sees this and somebody has to figure out the potential exposure, it could be several billion dollars," said Gheit.
If the deal is to go through then the two companies must arrive at a new stock-exchange ratio, said Gheit. Under the current acquisition agreement, Dynegy would exchange 0.2685 share for each Enron share tendered.
According to the Wall Street Journal, the new ratio is expected to be less than 0.15 share of Dynegy stock for every share of Enron stock, which would value Enron at less than 6 usd a share, or about 5 bln usd.
blms/cl/gc

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
IN THE MONEY: Hedge Funds Say Yes To New Enron Terms
By Carol S. Remond

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
A Dow Jones Newswires Column

NEW YORK -(Dow Jones)- News that Enron Corp. (ENE) and would-be suitor and savior Dynegy Inc. (DYN) are working to renegotiate their merger agreement has done little to assuage market jitters about Enron's fate.
And so far, even professional arbitrageurs, who normally thrive on placing bets on whether a merger is going to go through, continue for the most part to stay clear of Enron's stock and bonds because of the uncertainty surrounding the once mighty energy trader.
Still, reports that the equity swap ratio offered by Dynegy could be revised down to below 0.15 from 0.2685, has some hedge funds, often willing to take more risks, looking to place trades on the deal.
"We're trying to figure out a good play," said a trader at a New York hedge fund.
So far, bets under consideration seem to be those that would include a combination of stock and debt trading, somehow hedging a short position on Enron's shares with a long position in some of its bonds.
"People that are playing the debt are definitely playing the stock against it," a hedge fund manager at another fund said. This manager added, "We're still trying to evaluate different risk/reward scenario on the debt and equity sides."
Investors that sell stock short borrow shares in the hopes of replacing them later by purchasing them at a lower price.
Arbitrageurs typically sell short shares of the acquirer, while taking long positions in the stock of the target company. But there is nothing typical about Enron's financial woes and the rescue efforts launched by Dynegy and large banks like J.P. Morgan Chase & Co. and Citigroup Inc.
Traders reported increased activity in the still mostly illiquid Enron debt market. "Some bids are coming in, especially on the lower priced bonds," said a trader at a large New York investment bank that makes a market in Enron's bonds.
Enron bonds, which had fallen in value in recent weeks, gained five to seven points early Tuesday as investors continue to await confirmation from Enron and Dynegy that their merger deal remains on track, albeit at a lower price. Enron's 6.4% bonds due 2004 were recently trading at about 55 cents on the dollar, up from 48 cents Monday.
Under the original terms of the deal, Enron holders would have gotten 0.2685 of Dynegy shares for each of their Enron shares. Quoting people close to the discussions, The Wall Street Journal reported Tuesday that the new ratio is expected to be less than 0.15 share of Dynegy stock for every share of Enron stock. That lower exchange was also mentioned in a Dow Jones Newswires story last Friday. At current prices a 0.15 exchange ratio would value Enron at less than $6 a share.
Essentially this new value, if true, means that it has now become easier for hedge funds and other risk takers to play the merger odds.
When a hedge fund shorting Enron stock at $4 a share risked losing more than $6 if the merger went through at the 0.2685 ratio, it now stands to lose only $2 a share (based on the $6 value of Enron stock under the new 0.15 ratio). At the same time it has become much easier to hedge that loss potential by going long on Enron bonds. If the merger doesn't happen, Enron is seen by many as heading for bankruptcy with an ultimate share value of 0. That means that hedge funds shorting Enron at $4 stand to benefit by that amount.
Hedge fund managers and traders said that current thinking puts the value of Enron bonds at about 20 cents on the dollar if the merger fails and about 80 cents on the dollar if it goes through. Meanwhile, the value of Enron stock is capped at about $6 a share if the merger goes through with a new conversion ratio of 0.15.
"A lot of the guys are still very skeptical," said a bond trader at a New York bank. "But this is really making the hedge trade easier and we've seen more customers short the stock and buy the bonds."
Still, this type of bets isn't for the faint of heart, and most investors are likely to wait for more news before taking a position.
"We're nibbling a little bit at the bonds right now. But the situation is so volatile that it's difficult to be aggressive," the manager of a large New York hedge fund said.
Carol S. Remond; 201-938-2074; Dow Jones Newswires
carol.remond@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
Dynegy Confirms Talks On Enron Deal Structure - Source
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/27/2001
Dow Jones News Service
(Copyright (c) 2001, Dow Jones & Company, Inc.)
NEW YORK -(Dow Jones)- Dynegy Inc. (DYN) confirmed the company is in talks with a number of parties regarding the structure of its transaction with Enron Corp. (ENE).
"I can confirm that we are in discussions with the parties involved in the transaction related to the structure of the deal," said John Sousa. "I can't elaborate any further at this time."
An Enron official wasn't immediately to comment.

Earlier Tuesday, a report in The Wall Street Journal quoted people familiar with the matter who said Enron and Dynegy were in advanced discussions to cut the price of the all-stock transaction by more than 40% to about $5 billion. Sousa, the Dynegy spokesman, didn't comment on the newspaper report.
Dynegy shares recently traded at $40, up 75 cents, or 1.9%, while Enron shares changed hands at $3.94, down 7 cents, or 1.7%.
Under the original terms of the transaction, Enron shareholders are to receive 0.2685 of a Dynegy share, or $10.78, for each share outstanding, or about $9.14 billion, based on Dynegy's recent stock price.
According to the Journal report, the new terms could be below 0.15 of a Dynegy share.
The deal is critical for Enron, which also simultaneously carrying out talks to receive between $500 million to $1 billion in additional funding to support its operations, while carrying on negotiations to restructure its debt, which totals about $13 billion.
While Dynegy has already provided Enron with a cash infusion, it is uncertain how long Enron's current funds will allow it to remain solvent.
Meanwhile, a third employee lawsuit has been filed against Enron over lost 401(k) retirement savings due to the recent collapse of Enron's stock, which has declined more than 90% in the trailing 12 months. The suit claims Enron "locked down" the plan, which prevented employees from being able to sell the shares, and seeks $850 million for plan losses.
Although the other recently filed employee suits didn't disclose the amount of compensation the plaintiffs are seeking, it is possible the suits seek a similar level of damages, a CreditSights report said.
If this is true, the CreditSights report said, it is possible the clause that allows Dynegy to walk away from the deal if the liabilities from "pending"' or "threatened" litigation may exceed $3.5 billion may be invoked.
In addition, to the employee lawsuits, more than a dozen shareholder suits have been filed against Enron.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

The discussions between Enron and Dynegy aren't merely focused on revising the consideration Dynegy will pay. They are also aimed at providing Enron with additional funding and at restructuring its debt, said a person familiar with the negotiations.
The moves are aimed at restoring confidence in Enron and relieving "the perceived liquidity crisis," the source said.
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.
USA: Enron shares down despite talk of new Dynegy deal.

11/27/2001
Reuters English News Service
(C) Reuters Limited 2001.
NEW YORK, Nov 27 (Reuters) - Shares of financially troubled energy trading giant Enron Corp. slipped back into the red on Tuesday after gaining in opening trade following news of a new rescue deal from Dynegy Inc. .
Enron shares were down 2 cents at $3.99 after rising 19 cents, or 4.7 percent, to $4.20 in early dealings on the New York Stock Exchange.
Analysts questioned the viability of the original proposal for Dynegy to acquire Enron in a deal worth about $9 billion.
The Wall Street Journal reported that the companies were discussing reducing the price of the all-stock deal by more than 40 percent, to about $5 billion.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved.

Enron Credit Rating to Remain Unchanged for Today, Moody's Says
2001-11-27 16:12 (New York)

Enron Credit Rating to Remain Unchanged for Today, Moody's Says

     New York, Nov. 27 (Bloomberg) -- Enron Corp.'s credit rating
will remain at ``Baa3,'' the lowest investment grade, by Moody's
Investors Service, which said it won't take any ratings action
today on the largest energy trading company.

     David Stimpson, Moody's managing director for ratings
communication, said although there was speculation in the market
that Moody's would make a ratings change, the company won't take
any action on Enron today. Stimpson declined further comment.

     Moody's had been expected to make a statement on Enron's
credit as bankers sought to raise as much as $2 billion for the
energy trader in private equity.

     Bankers led by J.P. Morgan Chase & Co. Vice Chairman James B.
Lee have been unable for two weeks to raise the money because of
concern Enron won't be able to meet its obligations. That concern
was heightened after Enron disclosed a $690 million payment due
this week. Enron needs the money to operate as it completes an
acquisition by Dynegy Inc.

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle
2001-11-27 15:16 (New York)

Enron Turned Down by Investors Alwaleed, Blackstone, Carlyle

     New York, Nov. 27 (Bloomberg) -- Enron Corp.'s bankers,
seeking to raise as much as $2 billion for the energy trader, have
been turned down by investors including Prince Alwaleed Bin Talal,
the Carlyle Group Inc. and Blackstone Group LP.

     ``I was approached by several people to invest in the
company, but we declined,'' said Alwaleed, a billionaire investor
from Saudi Arabia. The fall in Enron's shares, which have declined
95 percent this year, didn't necessarily make it a good
investment, he said.

     Bankers led by J.P. Morgan Chase & Co. Vice Chairman James B.
Lee have been unable for two weeks to raise the money because of
concern Enron won't be able to meet its obligations. That concern
was heightened after Enron disclosed a $690 million payment due
this week. Enron needs the money to operate as it completes an
acquisition by Dynegy Inc.

     The prospect that Enron will fail to line up financing,
jeopardizing its plan to be acquired by Dynegy, has weighed on its
stock and bonds. The company's securities gained today as talks
between Enron and Dynegy to renegotiate terms of the transaction
convinced some investors the takeover was more likely to take
place.

     Enron 6.4 percent bonds that mature in 2006, which closed
yesterday at 48 cents on the dollar, rebounded to trade at about
55 cents on the dollar. At that price, the bonds yield 22.5
percent. Enron shares rose 21 cents, or 5 percent, to $4.22. The
stock finished yesterday at $4.01, its lowest level in 14 years.

                        Declining to Invest

     J.P. Morgan and Citigroup Inc., Enron's largest lenders, plan
to provide $250 million to Enron each as part of a $2 billion
package. The bankers have been seeking additional investments,
which would be made in the form of convertible stock, for more
than two weeks.

     Questor Management Co., a $1 billion private-equity fund that
invests in troubled companies, and buyout funds such as Carlyle
Group and Blackstone have balked at investing, said people
familiar with the situation. Blackstone and Questor declined to
comment. Christopher Ullman, a spokesman for Carlyle, said: ``We
are not in discussions with Enron about financing.''

   ``More equity would leave Enron with a stronger balance sheet,
which should reassure their trading partners,'' said Kathleen
Vuchetich, who helps manage $1.4 billion in assets at the Strong
American Utilities Fund. Vuchetich has 4.2 percent of her
portfolio invested in Dynegy shares.

     Enron and Dynegy discussed revising the terms of their merger
over the weekend, said Steve Stengel, spokesman for Dynegy. Dynegy
is now talking about paying less than 0.15 share for each of
Enron's, valuing the company's equity at about $5 billion, or less
than $6 per share, the Wall Street Journal reported, citing people
close to the discussions.

                               Terms

     ``The concern is that the Dynegy deal breaks down,'' said
Paul Tice, co-head of U.S. high-grade credit research who covers
the energy market for Deutsche Bank.

     Current terms call for an exchange ratio of 0.2685 share of
Dynegy stock for each Enron share. Given recent disclosures about
Enron's debt and the drop in the stock price, a fairer ratio would
be 0.15 share of Dynegy, said Ronald Barone, a UBS Warburg analyst
who rates Dynegy a ``strong buy.''

    Under current terms, the deal makes sense for Dynegy only if
Enron earns 85 cents or more next year, said Gordon Howald, an
analyst at Credit Lyonnais who rates Dynegy a ``buy.'' UBS
Warburg's Barone has reduced his estimate of Enron's 2002 earnings
to 75 cents a share from $1.65.

     Enron needs an infusion in part because it has $9 billion of
payments due before the end of 2002 and less than $2 billion in
cash and credit lines. The decline in reserves has also raised the
prospect that Moody's Investors Service may cut Enron's credit
rating. A lower rating would trigger $3.9 billion in debt
repayments for two affiliated partnerships.

                           Cash Question

     ``The main question is: `What is the cash position right
now?''' said Tice at Deutsche Bank. ``Is the falloff in the cash
position of the company stabilizing or not?''

     Moody's hasn't issued a report on Enron since the company
filed a quarterly report with the Securities and Exchange
Commission last week announcing it had a $690 million note due
this week. On Wednesday, Enron got a three-week reprieve from
lenders on the $690 million note and closed on a $450 million
credit line. Dynegy Chief Executive Officer Chuck Watson said he
was ``encouraged'' by the developments.

Liberty Funds Analyst Paik Comments on Dynegy and Enron Talks
2001-11-27 11:56 (New York)

     Boston, Nov. 27 (Bloomberg) -- Edward Paik, an analyst at
Liberty Funds Group, comments on Dynegy Inc.'s proposed
$23 billion acquisition of Enron Corp., the largest energy trader.

     Paik has Enron shares among the $3.6 billion in assets he
helps manage at Liberty.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday.

     ``The stock market is clearly 100 percent certain the Dynegy
deal won't go through as negotiated,'' Paik said. ``We're just
waiting.''

     ``If they announce they've renegotiated the deal, it will be
implicit that due diligence has been done, and that Dynegy won't
walk away for anything that's happened up until now. If they were
to impose more conditions, what good is that? Dynegy needs to
resuscitate Enron back to health.''

A.G. Edwards Analyst Heim Comments on Dynegy and Enron Talks
2001-11-27 11:00 (New York)

     St. Louis, Missouri, Nov. 27 (Bloomberg) -- A.G. Edwards &
Sons Inc. analyst Michael Heim comments on Dynegy Inc.'s proposed
$23 billion buyout of Enron Corp., the largest energy trader.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday. Heim rates Enron ``sell'' and Dynegy ``hold'' and
doesn't own shares of either company.

     The market is waiting for confirmation and details of a
renegotiated bid, Heim said.

     ``We'd need to know why they'd agreed to a new price,'' Heim
said. ``It also needs to be combined with some sort of shoring up
of Enron's trading business, which needs to be stabilized for the
deal to have real value.''

Commerzbank Analyst Meade Comments on Dynegy's Talks With Enron
2001-11-27 10:42 (New York)

     New York, Nov. 27 (Bloomberg) -- Commerzbank Securities
analyst Andre Meade comments on Dynegy Inc.'s proposed
$23 billion buyout of Enron Corp., the largest energy trader.

     Dynegy may renegotiate terms of its bid for Enron, people
familiar with talks between the Houston-based companies said
yesterday. Meade rates both companies ``hold'' and owns no shares.

     ``If they are renegotiating, it confirms our fears that
Enron's crown jewel, its marketing and trading business, is
deteriorating,''

      Investors are waiting for a sign on the state of the
business, Meade said.

      Enron's trading business was worth more than $10 billion
before partners began shunning it on credit concerns, Meade said.
A lower price struck by Dynegy may reveal how much business has
fallen, and whether Dynegy believes Enron can regain it, Meade
said.

     A New York Times report that banks may extend payments on
some loans until after Dynegy purchases Enron ``raises concern
that Dynegy will be hurt by taking on the vast liabilities of
Enron,'' Meade said.

ENRON SHARES RECOVER FROM A.M. SLUMP
By Lisa Sanders
CBS.MarketWatch.com

4:10 PM ET Nov 27, 2001

HOUSTON (CBS.MW) -- Shares of Enron recovered from the morning's sub-$4
a share level Tuesday amid reports that the embattled energy merchant is
working with Dynegy to renegotiate its takeover offer.

Enron (ENE), which once hit $84.88 during the last holiday season,
added 13 cents to close at $4.14 on volume of 68.4 million shares. The
stock was the most actively traded on the New York Stock Exchange
Tuesday.

Dynegy shares added $1.64 to close at $40.89.

The New York Times reported that Houston-based Dynegy (DYN) and Enron
are renegotiating Dynegy's bid, once valued at $9 billion in stock.
According to the report, Dynegy is worried that Enron's core business --
energy trading -- is deteriorating. See full story.

Getting it done

_______________________________________________________________________

Glen Hilton, portfolio manager of the Montgomery New Power Fund, said
it's a "crapshoot" as to whether the deal gets done.

"I think that regardless of the outcome Dynegy is still in a good
position for the long-term," he said. His fund liquidated its Enron
holdings completely in mid to late-October. "Enron was the leader (in
energy trading), and it's clearly suffering so Dynegy is in a good shot
to take up the mantle."

Hilton pointed to Enron's 10-Q, filed last Monday with the Securities
and Exchange Commission, and the falling share price as potential
triggers of the deal's material adverse affect clause. Those two things
could very well make Dynegy walk away from the merger. If that happens,
Hilton said, an Enron bankruptcy is a very real possibility.

"Very few companies understand what Enron does and Dynegy is one of the
few that could make something out of it," Hilton said. "If Dynegy can
restore confidence in Enron's trading business and get Northern Natural
Gas, it looks like it might be worth the headache."

Dynegy has the rights to Enron's Northern Natural Gas, a pipeline
system, whether the merger goes through or not.

Enron wasn't immediately available for comment. Dynegy, through a
company spokesman, confirmed that it was in discussions with "the
parties involved in the transaction" related to the structure of the
deal.

Top Of The News
Enron In Free Fall
Dan Ackman <javascript:newWindow('Ackman')>, Forbes.com <http://www.forbes.com/news>, 11.27.01, 9:00 AM ET

NEW YORK - If not for Sept. 11, Enron would be a major scandal; as it stands, it's a minor scandal. The Houston-based energy company, whose Chairman Kenneth Lay is a personal friend of and top fundraiser for President George W. Bush <http://www.forbes.com/2001/10/12/gwbush.html> and Vice President Dick Cheney, is in free fall. The bailout by rival Dynegy made public three weeks ago appears to be unraveling.

Dynegy's (nyse: DYN <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=DYN> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=DYN> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=DYN>) buyout of Enron (nyse: ENE <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=ENE> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=ENE> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=ENE>) was originally valued at $9 billion. But just as the deal was announced, Enron said its prior financial reporting was inaccurate and that it had overstated earnings by $586 million over the past four years.

While the companies have not said the merger is off, investors don't believe it will happen, at least not at the stated price; they have bid Enron shares down to the point where the company has a market value of less than $3 billion. The shares closed yesterday at $4.01, down from $78 a year ago.

The situation is in flux, as it has been for months. During that time, several top Enron executives have been forced to resign. Jeffrey Skilling, Enron's former chief executive officer, left in August for "personal reasons."

Company officials said they hope to announce, perhaps as early as today, a series of changes: a lower price for the takeover; a cash infusion of $500 million; new, extended loan terms by Enron's bankers; and somehow, an agreement that prevents Dynegy from walking away in the face of litigation over Enron's devastated employee-retirement plan. Lawsuits by shareholders are sure to follow, considering Enron's restatement and the pay it lavished on executives, including Lay who received $135 million from salary, bonus and the exercise of stock options in 2000 alone.

For now, Dynegy says it still wants to do a deal for its crosstown rival with 2000 revenue of $101 billion.

Even more alarming than the deterioration in the share price is the crisis of confidence in Enron's reliability as a trading partner in worldwide energy markets. Last year, Enron was the dominant player in natural gas and electricity trading--a fast-paced, complex business quite removed from the company's history as a gas- and oil-pipeline builder and operator. The fear now is that other companies will refuse to trade with Enron out of trepidation that it will file for bankruptcy and not pay its bills.

The company had $10.5 billion in debt as of its last annual report, and that number has likely grown by 20%. Already, credit agencies have cut their ratings on Enron debt.

Dynegy and its partner, ChevronTexaco (nyse: CVX <http://www.forbes.com/finance/mktguideapps/compinfo/CompanyTearsheet.jhtml?tkr=CVX> - news <http://www.forbes.com/markets/company_news.jhtml?ticker=CVX> - people <http://www.forbes.com/peopletracker/results.jhtml?startRow=0&name=&ticker=CVX>), may pump billions of dollars into Enron's operations if the purchase goes through. But the deal will certainly undergo regulatory scrutiny and will take months to close. Investors and energy traders are increasingly doubtful that Enron can hang on by itself.

Enron bills itself as one of the world's leading energy, commodities and services companies. It says it "markets electricity and natural gas, delivers energy and other physical commodities, and provides financial and risk management services to customers around the world." While all this may be true, its popularity with investors was based largely on its fast-growing revenue--much like the Internet companies whose collapse it mirrors.

Few shareholders had any understanding of what Enron did to generate that revenue, and indeed Enron's own auditors at Arthur Andersen were confused. Most of the revenue was generated from trading, but the company's shares sold as if it was still an industrial company and not a financial firm.

Enron was famous for being famous. Before the start of the 2000 baseball season, it purchased the rights to have its name on Houston's new ballpark. By 2002, Enron Field may need a new name.

The name Enron itself sounds like it has something to do with energy, but it means nothing. At the time the company was formed from the merger of InterNorth of Omaha and Houston Natural Gas, the idea was to call the company Enteron. But the namers then looked in the dictionary and found out that Enteron means "intestines;" they decided to drop the "te" in the middle and go with Enron. Soon Enron may be part of Dynegy, a much smaller company in terms of revenue. If the deal falls apart, it may want to go back to Enteron.


It finished arriving around 1100 cst.  Thanks,  Kay


In case you haven't seen this.
---------------------- Forwarded by Mary Hain/HOU/ECT on 01/08/2001 02:16 PM
---------------------------

Alan Comnes
12/28/2000 11:48 AM
To: mhain@enron.com
cc: smara@enron.com
Subject: CAL PX filing

I assume we do not want to intervene on this although if we do please note
the filing date.  CTS I believe is the block forwards portion of the PX.
Also this is a compliance filing to an earlier FERC decision.

GAC

From Janet Butler's weekly summary:

California Power Exchange Corporation, ER01-80-000 and ER01-81-000. Revised
Tariff Sheets to Amendment to Participation Agreement. On October 10, in
Docket No. ER01-80-000, the California Power Exchange Corp. (CalPX), on
behalf of its CalPX Trading Services Division (CTS), filed Amendment No. 5 to
streamline the Participation Agreement between CTS and its participants. CTS
also proposed to clarify that default chargebacks will be billed as
administrative fees and proposes a few non-substantive editorial changes.
Order issued November 21 accepting CTS, Amendment No. 5 as modified. Order
rejects (1) the proposed change to the Assignment provision and directs a
compliance filing removing it; and (2) the proposal to incorporate the
Information Guide and states to the extent that the Information Guide
contains terms and conditions significantly, affecting services or rates, CTS
should file to incorporate into the CTS Rate Schedule those portions of the
Information Guide that pertain to services and rates.  On December 19, CalPX
filed revised tariff sheets in compliance with the November 21 order.  Filing
noticed December 19.  Protests due January 4.


Today we announced the appointment of Jeff McMahon as Enron's chief financial officer.  In my continued discussions with the financial community yesterday and today, it became clear that this move was required to restore investor confidence.  Jeff has unparalleled qualifications and a deep and thorough understanding of Enron.  He is already on the job and hard at work on the issues before us.  Andy Fastow will be on a leave of absence from the company.

Jeff had been serving as chairman and CEO of Enron Industrial Markets. He joined Enron in 1994 and spent three years in the London office as chief financial officer for Enron's European operations.  Upon returning to the U.S., Jeff was executive vice president of finance and treasurer for Enron Corp.  In 2000, he was named president and chief operating officer of Enron Net Works.

I know all of you are concerned about the continuing decline in our share price.  I am too, and we are working very hard to turn it around.  Appointing Jeff as CFO is one important step in that process.  But most of the solution involves just continuing to do our jobs with excellence.  The fundamentals of our business are strong, and I think the market will begin to see that as we continue to perform.

Please join me in giving Jeff your full support, and thank you for all of your continued hard work.


---------------------- Forwarded by Tana Jones/HOU/ECT on 03/03/2000 08:44 AM
---------------------------

Tanya Rohauer
03/03/2000 07:21 AM
To: Tana Jones/HOU/ECT@ECT
cc:
Subject: Master swap list

FYI - the March 3 list is missing Adams Resources Marketing Ltd


---------------------- Forwarded by Susan M Scott/HOU/ECT on 10/30/2000 08:57
AM ---------------------------

	Enron Capital & Trade Resources Corp.

	From:  "Kyle Etter" <kyle_etter@hotmail.com>
10/29/2000 11:34 PM

To: Susan.M.Scott@enron.com
cc:
Subject:

Hey, how was the weekend?  Did you at least catch up a little on your rest?
You had one heck of a week but then again I guess that is just old hat for
you.  We had a good time on Saturday.  It is always fun to be on sixth
street close to halloween, even more freaks come out.

OK enough stalling.  I just thought something needed to be said about
wednesday.  We could just go on and act like nothing happened and probably
never see or talk to one another ever again.  I don't like that solution.
My personality is to go with the flow but by doing this you sometimes miss
out on opportunities.  So the traditional me would say it was just one night
and didn't really mean anything, which could possibly be true.  One thing
that I learned from you is that you have to take chances and don't be
intimidated.  You have a very strong personality and I can see where
somebody could easily be intimidated.  Along with that comes someone who is
smart, attractive, outgoing, and somebody who can fit in anywhere, whether
your at the local honky-tonk or at some gala.  The one thing I know about
you is that your going to be successful and I don't mean in the monetary way
because I know that isn't high on the priority list.  I also know that if I
would have never left the company then I probably wouldn't be sitting here
writing this email.

When I was thinking about leaving I didn't think it was going to be that
hard.  I really didn't like the way my life was going and I knew I needed a
change.  Then I sit back and think of all the things I'm going to miss.
People bad talk risk all the time, with the long hours and little respect
you sometimes get it is understandable.  The thing I'm going to miss the
most are all the friendships I have built working in that group.  Sometimes
the toughest times are when you really get to know someone.  But the hardest
thing now is that I will not be around you.  I know that sounds really bad
but the honest truth is I have liked you ever since we started sitting next
to each other.  We had this chemistry and it made the job a little easier
knowing you were there.  I really think the best times I had in Houston were
those couple of weeks we went out after work to have a few drinks.  I also
knew that since we worked together that it probably wasn't the best thing to
get involved.  I really regret that decision right about now.

Alright I guess I have said a lot of sappy stuff and you should know that
I'm not usually like this, which is probably why I didn't call you to share
this info.  I do think some things need to be said or else the other person
will never know.  You are a great person and even though the chips are
stacked against me I needed to let you know this.  I understand that your
under a lot of stress right now and by no means do I want to add on.  The
one thing I wish you would take away from this is that if your 35 and still
looking then you need not look any further.

So I apologize for using this forum to express this I really wanted to talk
to you in person on Friday but I just didn't get a chance much less know
where to start. I hope we stay in touch and if you ever want to go to Gruene
Hall then let me know.  I also don't want to be put in one of your stalker
categories so take this for whatever you want, please don't think of me as
the next SP.

Take care and have a good week.

Kyle

By the way I think that good-bye would have to rank in top of all times, at
least it is number one in my book.

_________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com.

Share information about yourself, create your own public profile at
http://profiles.msn.com.


Other than rate or currency, what else do we use these Enron Corp masters for (I seem to recall used for Enron stock stuff)? Who would I contact and be able to get details on the transactions from? Someone in Corp? Thanks!!

 -----Original Message-----
From: 	Rohauer, Tanya
Sent:	Tuesday, November 13, 2001 7:41 AM
To:	Shackleton, Sara
Subject:	Enron corp Confirms

Is there a way to find out what deals exist, if any, under Enron Corp ISDAs?


Very funny - although I have to say I thought yours was the least humorous of
the bunch.


Please review the home addresss and phone number shown on this eMail.  DO NOT RESPOND if the information is correct.  However, if incorrect then reply to this eMail with the correct information so you HR records can be updated accordingly.  Your home information is important in case the Company needs to forward critical materials to you or contact you regarding important Company information.

Address Line 1: 12404 S.E. BLAINE DR.
Address Line 2:
Address Line 3:
City: CLACKAMAS
State: OR
Country: US
Zip: 97015
Phone: 5036984030


Do you code or approve invoices for goods and services that are processed by
the Houston-based Accounts Payable center?
If yes, please read and respond to this e-mail.

On May 1st, iBuyit Payables will be activated for all organizations supported
by the Houston-based Accounts Payable processing center (for example,
invoices submitted via AP drop box to 600 Jefferson, Houston).  If you code
or approve these invoices, the iBuyit Payables project team has important
information to share with you about the iBuyit Payables system, training, and
the May 1st transition to the new system.

To identify yourself as a future iBuyit Payables Coder or Approver, please
respond to this e-mail upon receipt with the following information:
*  Full Name (First, Middle, Last)
*  E-mail address
*  Business unit (For example, Corporate, ETS, EWS, EES, or EBS)
*  Do you code invoices? (Yes/No)
*  Do you approve invoices? (Yes/No)
*  Are you a remote user? For example, do you dialup to access the Enron
network? (Yes/No)

This will ensure that you receive important iBuyit Payables information.
Thank you for your response!

Attached is important iBuyit Payables training information:


Alma, hope this helps.  Let me know if you need anything else.  Thanks. Lynn
---------------------- Forwarded by Lynn Blair/ET&S/Enron on 06/07/2001 09:37 AM ---------------------------

Mary Phillips
06/07/2001 09:34 AM
To:	Lynn Blair/ET&S/Enron@ENRON
cc:

Subject:	Karen Clapper

Karen has a real phobia about spiders.  One time Karen and I and three of our team members went out to lunch.  As we were leaving the restaurant, Karen was sitting in the back seat.  I started backing the car out of the parking lot when Karen screamed.  Thought I had hit someone.  I looked back and Karen was climbing on top of Anita and Bill trying to get in the back window.  She had spotted a spider that had dropped down on a drag line.  That's when we decided to help Karen get over her phobia.  We started planting little plastic spiders in all her file folders and desk drawers.  So for the next couple years we would hear Karens little scream when she would run across our little surprise.  Think we helped her get over her phobia.  I'm sure when she sees a spider now she probably remembers her old teammates.

Karen is the official Food Monitor for the team.  She tracks the fat grams and caloric intake for those of us who can't count but love to eat.  We are always excited when she is gone on vacation because we don't have to hide our food.

Karen has done an excellent job of handling one of our most difficult interconnecting pipelines.  The customers love Karen's positive attitude and great sense of humor.

Karen carries a contagious disease called "A love of life" with an upbeat, positive attitude and an infectious giggle that surrounds our team.


On October 15, 2001, the Midwest ISO filed an amendment to
Section 17.5 of its Open Access Transmission Tariff to charge
a fee for non-confirmed transmission service requests for
transmission service greater than one week. Midwest ISO
has requested an effective date December 15, 2001.
Interventions and protests are due November 5.

Let me know if you need further information.

Susan Lindberg
713.853.0596


Dear class:

It was just pointed out to me that there is an error on the syllabus.  The
"Power, Politics & Conflict" chapter (#18 of the George & Jones text) should
be pp. 643-675.

Also, because we are somewhat behind schedule, you can treat the Anderson
reading for next week as optional.  Hope this  helps a bit.

Barry Staw


Phillip:  I'm working on getting the official list. We should have it
sometime this afternoon.


-----Original Message-----
From: Folger, Justin  [mailto:justin.folger@vignette.com]
Sent: Tuesday, March 20, 2001  10:00 AM
To: Solis, Erik
Subject:  Bandwidth
Found this article  last night, good reading. Just so happens that this web site also uses  Vignette's product to make their web page.....
 http://www.thestandard.com/article/display/0,1151,18109,00.html
________________________________________
Justin  Folger
Senior  Systems Administrator
Vignette Corporation
p  512.741.4421   c 512.970.3034
_________________________________________[IMAGE]
Visit www.Vignette.com  to learn  more.


Peachy keen jelly bean!

   Kate Symes @ ECT                12/20/2000 10:17 AM

To: Kimberly Hundl/Corp/Enron@ENRON
cc:

Subject: Re: Hinson Power Company, Inc.

I've forwarded this e-mail to Christian and Greg. Unfortunately, the
population of the office is quickly dwindling as the holidays come near. I've
been told that one or the other of them will be in today, and I'll find out
if something has been sent out already, and if not, how soon we can do that.
I'll get back to you as soon as I talk to them.

Thanks,
Kate

Kimberly Hundl@ENRON
12/20/2000 07:30 AM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: Hinson Power Company, Inc.

Hi Kate,
Deals #478168, 478944, 478945, 478946 are to be confirmed by either Greg
Wolfe or Christian Yoder.  We need to get the final copy of these confirm
letters so we can scan them into the system for our files.  Also, if the
finalized confirm has been sent to the counterparty we need to change the
status in the system.  These deals are still showing up on our "New" report
every morning and I need to do something with them.
Thanks for your help!
Kim


3:30 - ICE Presentation in EB32C2.

4:00 - Trader's Round Table Meeting in EB3321


Paul,

Both ENA and ECTRIC have a master agreement in place with Morgan Stanley Capital Group, Inc., as follows:

	1.	ENA's is Master Agreement dated effective as of June 16, 1992, and which has been amended over time.

	2.	ECTRIC's is an ISDA Master Agreement dated effective as of August 29, 1997.

As for your inquiry concerning nettting agreements -- Morgan Stanley has no master netting arrangements with either ENA or ECTRIC.

Hard copies of the aformentioned agreements will be faxed to you today.

Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3803A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
Email: Susan.Bailey@enron.com

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Alan,

FYI;	 Paul Simons (London) has requested copies of the Morgan Stanley Capital Group master agreements, which are in place with ENA and ECTRIC.   London may be working on trading matters concerning this counterparty.

 -----Original Message-----
From: 	Heard, Marie
Sent:	Monday, February 04, 2002 8:41 AM
To:	Simons, Paul
Cc:	Crilly, Peter; Bailey, Susan
Subject:	RE: Morgan Stanley

Paul:

You can only imagine how disgusting things are over here with the media circus.  I guess being in London I don't have to tell you about media circuses!  Hopefully, we'll all be able to get through this and move on to bigger and better things.

I'm passing your e-mail along to Susan Bailey, as I don't have any involvement in the day to day old Enron business.  Hopefully, Susan will be able to help you.

Take care!

Marie

 -----Original Message-----
From: 	Simons, Paul
Sent:	Monday, February 04, 2002 8:34 AM
To:	Heard, Marie
Cc:	Crilly, Peter
Subject:	Morgan Stanley
Importance:	High

Marie

I hope you dealing with the sudden fame (notoriety) in the US!

Have you got any master agreements or other netting agreements in the US between Morgan Stanley Capital Group Inc and ECTRIC (Enron Capital & Trade Resources Inc)?

If so please fax me a copy and email me to say it's on its way.

Thanks a lot.

Paul


Oh, I know she is excited about her new assistant.  I thought she was going
to get up and dance about her.

Does this mean you gave me a bad review?

	Kay Mann@ENRON
	05/31/2001 12:13 PM

		 To: Suzanne Adams/HOU/ECT@ECT
		 cc:
		 Subject: Re: Cingular Bill

You know ES doesn't work Fridays, so that takes away one day of opportunity
to approve them, plus she hasn't had an assistant.  Maybe things will
improve.  She is very excited about her new assistant.

From: Suzanne Adams@ECT on 05/31/2001 12:04 PM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: Cingular Bill

I see that.  She's not real fast on approving things either.  I've submitted
your expense report and Carol's to her.  She hasn't gotten to Carol's yet,
and I did it a few days ago.  Haedicke isn't that fast either.  I don't think
they like all this automation, but it really makes it so much quicker.  I'm
going to be the queen at invoices and expense reports because I do so many of
them.  I like both systems, but then I'm very adaptable.

Did you give me an ok review?

	Kay Mann@ENRON
	05/31/2001 11:55 AM

		 To: Suzanne Adams/HOU/ECT@ECT
		 cc:
		 Subject: Re: Cingular Bill

Yes, I'm officially in Elizabeth's group.  I need to ask her for a flat
screen monitor.

From: Suzanne Adams@ECT on 05/31/2001 11:47 AM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: Cingular Bill

Ok, sending it in now.  Have you officially been changed to Elizabeth's cost
center?  You aren't in Jeff's time site any more.  I want to make sure I send
it to the correct person.

	Kay Mann@ENRON
	05/31/2001 11:43 AM

		 To: Suzanne Adams/HOU/ECT@ECT
		 cc:
		 Subject: Re: Cingular Bill

yes, thanks

From: Suzanne Adams@ECT on 05/31/2001 11:38 AM
To: kay.mann@enron.com
cc:

Subject: Cingular Bill

Kay, I called Cingular to see what was up with your bill.  The last payment
was made the end of March.  Your credit card expired March, 2001.  So, you
are not set up currently for your credit card to be charged.  I'm going to go
ahead and expense this charge and then you'll need to pay it.  If you want it
set up again on your credit card, you have to send Cingular a letter stating
your wishes.

I also changed your address to this building while I had her on the phone.

Is all of this ok with you?>


Well......Did you find out anything?


WhaTeverrr!

Bobby Jackson <BJACKSON@SSWPC.COM> on 10/18/2000 08:17:16 AM
To: "'Dana.Davis@enron.com'" <Dana.Davis@enron.com>
cc:
Subject: RE:

(Choke) huh?

-----Original Message-----
From: Dana.Davis@enron.com [mailto:Dana.Davis@enron.com]
Sent: Wednesday, October 18, 2000 8:19 AM
To: BJACKSON@SSWPC.COM
Subject: Re:

Nothin' Honey!

Bobby Jackson <BJACKSON@SSWPC.COM> on 10/18/2000 08:12:08 AM

To:   "'dana.davis@enron.com'" <dana.davis@enron.com>
cc:
Subject:

WHaaazzzz Uuuuuppppppp!!!!!!!!!!!!!!


As scheduled, we are planning a quick status check meeting on the SAP / Unify
/ Financials project  at 4:00 today.

Key points that will be discussed include:
Current status of any open requirement points (and resolutions to close them)
Current status of Financials development and testing (hopefully some good
news here)
Current status of SAP interface test (and we believe some good news here as
well)
Current status of contingency automated interface to Sift (Net-net: It's too
difficult to develop this in the required time but with the good news above
we may not need it)
Status and action items for FIT4 test planning in June.

Thanks.


Fruits Of The Spirit
        Max Lucado)

       It's quiet. It's early. My coffee is hot. The sky is still black. The
 world is still asleep. The day is coming.

       In a few moments the day will arrive. It will roar down the track with
 the rising of the sun. The stillness of the dawn will be exchanged for the
 noise of the day. The calm of the solitude will be replaced by the pounding
 pace of the human race. The refuge of the early morning will be invaded by
 decisions to be made and deadlines to be met.

       For the next twelve hours I will be exposed to the day's demands. It
 is now that I must make a choice. Because of Calvary, I'm free to choose.
 And so I choose.

       I choose love... No occasion justifies hatred; no injustice warrants
 bitterness, I choose love. Today I will love God and what God loves.

       I choose joy... I will invite my God to be the God of circumstance. I
 will refuse the temptation to be cynical...the tool of the lazy thinker. I
 will refuse to see people as anything less than human beings, created by
 God. I will refuse to see any problem as anything less than an opportunity
 to see God.

       I choose peace... I will live forgiven. I will forgive so that I may
 live.

       I choose patience... I will overlook the inconveniences of the world.
 Instead of cursing the one who takes my place, I'll invite him to do so.
 Rather than complaining that the wait is too long, I will thank God for a
 moment to pray. Instead of clinching my fist at new assignments, I will face
 them with joy and courage.

       I choose kindness... I will be kind to the poor, for they are alone.
 Kind to the rich, for they are afraid. And kind to the unkind, for such is
 how God has treated me.

       I choose goodness... I will go without a dollar before I take a
 dishonest one. I will be overlooked before I will boast. I will confess
 before I will accuse. I choose goodness.

       I choose faithfulness... Today I will keep my promises. My debtors
 will not regret their trust. My associates will not question my word. My
 wife will not question my love. And my children will never fear that their
 father will not come home.

       I choose gentleness... Nothing is won by force. I choose to be gentle.
 If I raise my voice may it be only in praise. If I clench my fist, may it be
 only in prayer. If I make a demand, may it be only of myself.

       I choose self-control... I am a spiritual being. After this body is
 dead, my spirit will soar. I refuse to let what will rot, rule the eternal.
 I choose self-control. I will be drunk only by joy. I will be impassioned
 only by my faith. I will be influenced only by God. I will be taught only by
 Christ. I choose self-control.

       Love, joy, peace, patience, kindness, goodness, faithfulness,
 gentleness, and self-control. To these I commit my day. If I succeed, I will
 give thanks. If I fail, I will seek His grace. And then when this day is
 done, I will place my head on my pillow and rest. >>


Can you wait until 1:20?

 -----Original Message-----
From: 	Jordan, Paul
Sent:	Wednesday, October 10, 2001 12:58 PM
To:	Grigsby, Mike
Subject:	RE: Bloomberg Keyboard

May I come by now?

 -----Original Message-----
From: 	Grigsby, Mike
Sent:	Wednesday, October 10, 2001 12:58 PM
To:	Jordan, Paul
Subject:	RE: Bloomberg Keyboard

Yes.  I need a new keyboard.

Thanks,
Mike

 -----Original Message-----
From: 	Jordan, Paul
Sent:	Wednesday, October 10, 2001 10:20 AM
To:	Grigsby, Mike
Subject:	Bloomberg Keyboard

Mike,

It is my understanding you are no longer using Bloomberg. Please let me know when I may pick up your Bloomberg keyboard. Also, do you need a replacement keyboard? Please reply at your earliest convenience.

Thanks,

Paul Jordan
Enron Net Works
Market Data Analyst
Paul.Jordan@enron.com
(713) 853-0320


GMAT REVIEW AT ENRON

The next GMAT review course at Enron will begin Monday, November 26th:
The schedule is:
     Course # 7019-00:  Monday nights, Nov 26 - Jan 28 (no class Dec 24 or
Dec 31)

This course is identical to the courses that started in October.  It is
being offered now for the benefit of employees who would like to take the
GMAT before January 31 for the purposes of applying to business school.

Course details:
     - Class is held at Enron in room ECN560 and is restricted to Enron
		employees
     - Each course is limited to eight students
     - Meets once a week for eight weeks
     - Hours are 6:00-9:00 PM (first session will run til 10:00 pm to
          include initial exam)
     - Expect 4-5 hours of homework per week
     - Course includes a total of four practice GMAT exams
     - Ends the second week of December, allowing employees to take the
          GMAT in December and meet a January application deadline.
     - Special discount of $200 off the regular Princeton Review tuition

Enron has allowed this program to be hosted in the Enron Building for
convenience of its employees.  Individuals are responsible for paying their
own fees.  Financial support from Enron is at manager's discretion and is
subject to the usual tuition reimbursement constraints around budget and
relevance to organizational performance.

HOW TO ENROLL:
     1.  Print out the attached registration form.
     2.  Complete the form, but please note the following
          SPECIFIC INSTRUCTIONS:
          A.  Fill out the student information completely, including
               your email address.
          B.  In the Enrollment section, where it says "Please enroll
               me in GMAT Class Size-8 Course # _________",
          C.  In the Payment section:  For the course at Enron, the
               tuition is discounted by $200, to $899.
               FULL PAYMENT of this amount by credit or debit card is
required on the registration form.  Be sure to indicate complete cardholder
information.
     3.  Fax the completed form to Princeton Review at (713) 688-4746.

Faxes are time-stamped by the receiving fax machine at Princeton Review.
The first eight valid registration forms received for each course will be
honored.  Registrations received after the first eight will be placed on a
waiting
list for the course or courses indicated.  Enrollments and waitlists will be
confirmed by email.

Employees who are not able to take the course at Enron can take a course at
the Princeton Review office at the same $200 discount.
Call (800)2REVIEW to register or to receive a list of course schedules.

IMPORTANCE OF THE GMAT:
     The GMAT score is a critical part of your application to business
school.  Indeed, in many cases, it is the single most decisive statistic
that admissions offices use in evaluating applicants.  While work
experience, GPA, essays, and interviews are all important components of
your application, the GMAT is the one objective factor that you can
substantially improve in a short period of time.

THE TEXAS MBA TOUR:
     All interested Enron employees are invited to attend the Texas MBA
Tour, which will be in Houston on Wednesday, January 23. The Texas MBA
Tour, of which The Princeton Review is a partner, is a group of six business
schools that host a joint MBA panel discussion and admissions fair.  The
participating schools are Texas, Rice, SMU, Baylor, TCU, and Texas A&M.
The Princeton Review has agreed to handle registration for the event, so
call
(800) 2REVIEW to register.

http://home.enron.com:84/messaging/gmatregform.pdf


FYI
---------------------- Forwarded by Richard Shapiro/HOU/EES on 07/07/2000
11:24 AM ---------------------------

"Ronald Carroll" <rcarroll@bracepatt.com> on 07/07/2000 11:19:58 AM
To: <jhartso@enron.com>, <rshapiro@enron.com>
cc: "Andrea Settanni" <asettanni@bracepatt.com>, "Jeffrey Watkiss"
<dwatkiss@bracepatt.com>
Subject: Memo on Price Caps in California

Please see attached.

 - 0126395.01


Start Date: 3/6/01; HourAhead hour: 20;  No ancillary schedules awarded.  No
variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001030620.txt

---- Generation Schedule ----
*** Final schedule not found for preferred schedule.
     Details:

  TRANS_TYPE: FINAL
  SC_ID: Wheelabrat
  MKT_TYPE: 2
  TRANS_DATE: 3/6/01
  UNIT_ID: MARTEL_2_AMFOR


Hi.

I probably will not be able to attend the meeting on Thursday.  Should I let
someone in your office know about that?


The Payment status has changed on the following report:

Status last changed by: Marie Wallace
Expense Report Name: various
Report Total: $1,313.83
Amount Due Employee: $1,313.83
Amount Approved: $1,313.83
Amount Paid: $0.00
Approval Status: Approved
Payment Status: In Progress

To review this expense report, click on the following link for Concur Expense.
http://xms.enron.com


Lets talk about this tomorrow--obviously this changes the facts somewhat.  DF
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 01/05/2000
06:21 PM ---------------------------

01/05/2000 12:34 PM
Louis Soldano
Louis Soldano
Louis Soldano
01/05/2000 12:34 PM
01/05/2000 12:34 PM
To: Michel Nelson/ET&S/Enron@ENRON, Bill Cordes/ET&S/Enron@ENRON, Steven
Harris/ET&S/Enron@ENRON
cc: Charlie Graham/ET&S/Enron@ENRON, Lorraine Lindberg/ET&S/Enron@ENRON, Drew
Fossum/ET&S/Enron@ENRON

Subject: Re: 250 mmcf/d @ Topock

I am obviously not y2k complaint.   The agreement does read as Charlie
indicated

? 2.3  TW shall own, operate and maintain facilities. "...capable of
delivering no less than 200,000 MMBtu of gas per day..." and PG&E facilities
"...capable of receiving no less than 200,000 MMBtu per day...".

There are also pressure obligations - a minimum delivery pressure of 600 psig
and a maximum of 700 psig.

otherwise, there are no volume restrictions...

Michel Nelson
01/04/2000 10:09 PM
To: Bill Cordes/ET&S/Enron@ENRON, Steven Harris/ET&S/Enron@ENRON, Louis
Soldano/ET&S/Enron@ENRON
cc:  Graham

Subject: 250 mmcf/d @ Topock

Charlie is doing some more digging, but hasn't found anything in the
operating agreement to limit us to 250/d yet (other than the July or August
99 letter related to '250/d limits until all PCB issues are resolved'..
---------------------- Forwarded by Michel Nelson/ET&S/Enron on 01/04/2000
09:55 PM ---------------------------

	From:  Charlie Graham                           01/04/2000 03:11 PM

To: Michel Nelson/ET&S/Enron@ENRON, Donald Vignaroli/ET&S/Enron@ENRON
cc:

Subject: 250 mmcf/d @ Topock

Mike,

At your request I reviewed the June 27, 1995 Operating Agreement between PG&E
and TW looking for any volume commitments and found only the following
reference:

? 2.3  TW shall own, operate and maintain facilities. "...capable of
delivering no less than 200,000 MMBtu of gas per day..." and PG&E facilities
"...capable of receiving no less than 200,000 MMBtu per day...".

The Operating Agreement references an Interconnect Agreement between TW and
PG&E dated 3/16/92.  It does not appear that the Operating Agreement canceled
or superseded the Interconnect Agreement.  I am trying to find a copy of that
Interconnect Agreement to see if any quantity language is in it.

Vig, do we have a certificate limit regarding the quantity we can deliver to
PG&E at Topock?

Charlie


Broker is right - deal has been changed.

By the way, I checked out audit viewer on deal 505066, and it showed that I
had changed the deal from Amerex to APB yesterday afternoon. It didn't show
any other changed after that - so I've put a call into Duong Luu to figure
out why the change didn't save, or why it defaulted back. Just FYI.

Stephanie Piwetz   01/26/2001 02:25 PM

To: Kate Symes/PDX/ECT@ECT
cc:

Subject: dEAL 506503.01

 Kate,
Richter
please check 506503.01  Enron Sells SCEM/Mirant
we show sp-15 in system, Bloomberg has Np-15
25 mws    280.00     feb 2001

Thanks


-----Original Message-----
From: Taylor, Lyndon
Sent: Thursday, November 01, 2001 10:21 AM
To: 'mark.palmer@enron.com'; 'steve.kean@enron.com';
'rick.shapiro@enron.com'
Subject: My Thoughts

For what is worth I just wanted to let you guys know that my thoughts and
prayers are with you.  I know that times are pretty tough right now, but you
guys are some of the brightest and most intelligent that I have had the
pleasure of working with and knowing.  I am sure that you will get through
this and the company will, as always, be indebted to you.  Take care and if
there is anything that I can do to help, please feel free to let me know.

Lyndon A. Taylor
Principal
Heidrick & Struggles, Inc.
1221 McKinney, Suite 3050
Houston, Texas 77010
Office: (713) 751-3048
Fax: (713) 751-3018
Cell: (713) 303-3177
VM:  (800) 964-5445
ltaylor@heidrick.com

www.heidrick.com


At the request of Stephen Abbanat, I am enclosing our proposed form of
Non-Disclosure Agreement.  If you have any comments or questions you would
like to discuss with me, do not hesitate to call me at (713) 853-3399 .  If
the NDA meets with your approval, please return a copy to me via fax no.
(713) 646-3490.  We look forward to hearing from you.


Have we rebooked these volumes?  Let me know by Thursday or I will mark them down myself.

Thanks,
Mike
-----Original Message-----
From: Bike, Anne
Sent: Tuesday, October 16, 2001 6:19 AM
To: Grigsby, Mike
Subject: RE: Palo Alto historical loads

No !  You need to talk to Kim about this.

-----Original Message-----
From: Grigsby, Mike
Sent: Monday, October 15, 2001 10:29 PM
To: Bike, Anne; Ward, Kim S (Houston)
Subject: RE: Palo Alto historical loads

Did we rebook the orig for the reduced volumes?  Please send me the rebooked volumes.

Thanks,
Mike

-----Original Message-----
From: Bike, Anne
Sent: Wed 10/3/2001 6:31 PM
To: Grigsby, Mike
Cc:
Subject: RE: Palo Alto historical loads

I forwarded the invoice to you.  It contains all of the calculations.  Please let me know when you would like to meet. I can get Ina to set it up if you need me to.

-----Original Message-----
From: Grigsby, Mike
Sent: Wednesday, October 03, 2001 3:03 PM
To: Bike, Anne
Cc: Ward, Kim S (Houston)
Subject: RE: Palo Alto historical loads

Please define close?  Also, what is the outstanding issue with Redwood?  Please set up another meeting with a copy of the actual flows to Palo, sales prices, third party deals and an example of an invoice.  I would like to walk through the deal.

Thanks,
Mike

-----Original Message-----
From: Bike, Anne
Sent: Wednesday, October 03, 2001 7:25 AM
To: Grigsby, Mike
Subject: RE: Palo Alto historical loads

I met with Settlements on Friday, and we were relatively close for the August invoice.  The Redwood Gas is an outstanding issue for us and Palo Alto.  When we finished on Friday we left a few action items, but my take on the meeting was that we have the deal in the system in a manner that will flow to the back office groups relatively smoothly.

I will keep you posted.

Thanks

Anne

-----Original Message-----
From: Grigsby, Mike
Sent: Tuesday, October 02, 2001 1:54 PM
To: Bike, Anne
Subject: RE: Palo Alto historical loads

How is this issue?

-----Original Message-----
From: Bike, Anne
Sent: Wednesday, September 19, 2001 7:15 PM
To: Grigsby, Mike
Subject: RE: Palo Alto historical loads

I will set up a meeting with settlements to make sure that everything looks good from their end, and to clarify the payments that are made.  I also need to meet with volume management to emphasize how the volumes should be allocated when the actuals arrive from the pipeline statements.  I think that Daniel has the scheduling issues under control.  Jason, Daniel, and I worked to get everything straight for September.  October will not be much different.  The only exception for October is that we do not have any third party gas coming from Enron, only BP.   This actually makes life easier. As soon as I meet with the 2 back offices groups, I will report what I learned.  Based on my meetings with settlements during July's process, I am confident that the deal is booked as well as the system can handle. However, checking and double checking the processes will not hurt.

I will schedule something with you and Kim after my other meetings.  Hopefully next week.

Imbalances for Rockies and Citizens -  I will let you know.

We just finished cleaning up the SOCAL imbalances.  We are clear through June as far as P/L is concerned.  I think Matt Smith was working on July.  We did have some old issues to clean up as the process was passed from Kim O. to Jane, but we have worked through the problems.

Thanks for the note on the group.  I am holding a learning lunch tomorrow.  I want to make sure that our processes are as tight as possible, especially since bid-week is coming up.  We have a good method for checking that all of the failed desk to desk deals are booked correctly, so it should go more smoothly.  It will still be slow.  Also, Randy Bhatia is working with EOL on resolving their logic issues.  We are working towards a solution that will get the deals booked automatically.   I will let you know the time line soon.

I have a question.  What does the "Wood" report mean ?

See you.

Anne

-----Original Message-----
From: Grigsby, Mike
Sent: Tuesday, September 18, 2001 8:51 PM
To: Bike, Anne
Subject: RE: Palo Alto historical loads

Disregard attachments.  How does the system know not to pay Palo for the gas daily deal at malin?  You did this because gas daily will not show up as risk and Kim puts together a manual invoice and will not pay them for the third party supply?  I want this deal to flow in the event Kim decides to travel the world.

Please set up another meeting to discuss this deal.  i will never understand.  is it just me?

Also, i still need to clean up imbalance deals from July with citizens and in the rockies.

By the way, you are doing a great job.  It seems like your group is getting their books run early.

Also, have you ever talked to your group about secrecy and the fact that we never tell anyone in the market about P&L and/or positions.  Just a reminder.  You may want to talk to them about confidentiality.  You never know who has a roommate from college at El Paso or Dynegy.  Right?

-----Original Message-----
From: Bike, Anne
Sent: Tue 9/18/2001 3:56 PM
To: Grigsby, Mike
Cc:
Subject: RE: Palo Alto historical loads

Mike:  Am I supposed to do something with the attachments ?  They did not transfer through on the e-mail you forwarded.  Kim has never given me any additional information regarding the loads.  All we did on this deal recently was book the newest fixed price deal at Malin, and book the BP volumes (3rd party deals) that have been projected at Malin.

On the BP gas: ..... We book a deal in which ENA purchases gas from Palo Alto at Gas Daily flat.  Daniel Schedules the gas on the transport directly from BP.  We enter the purchase in our system to show that you have 1,500 mmbtu/day at Malin that must be put on the transport to City Gate.

We have not rebooked the origination.  I am still using the estimated burns that were given to me at the inception of the deal.

Let me know if this clears everything up.

Thanks

Anne

 -----Original Message-----
From:   Grigsby, Mike
Sent:   Tuesday, September 18, 2001 2:52 PM
To:     Ward, Kim S (Houston); Bike, Anne
Subject:        RE: Palo Alto historical loads

Will show me how this deal and the orig was rebooked?  Also, please show me how the third party deals were booked.

Mike

 -----Original Message-----
From:   Ward, Kim S (Houston)
Sent:   Tuesday, August 28, 2001 6:44 PM
To:     Grigsby, Mike
Subject:        Palo Alto historical loads

 << File: loaddata_June&July_2001.xls >>

 << File: actualloadapril&may.xls >>

 << File: daily usage values2.xls >>


It's getting pricey, especially on the fee side.  But what are the options at
this point. Peter informs me that we  have been limited on talking to banks
which pretty much dilutes our leverage.  I also think that the person doing
the negotiating has no accountability to her clients.  I think you should
scream bloody murder (perhaps to the new bosses of the region) This is going
to be a huge drain on the P&L.

Brett R Wiggs
11/29/2000 11:57 AM
To: Rob G Gay/NA/Enron@Enron
cc:

Subject: New Pricing on the South American transaction

Rob:

What are your thoughts?

Brett
---------------------- Forwarded by Brett R Wiggs/SA/Enron on 11/29/2000
02:57 PM ---------------------------
From: Cheryl Lipshutz@ECT on 11/28/2000 02:45 PM CST
To: Brett R Wiggs/SA/Enron@Enron, Peter N
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Tracee Bersani/HOU/ECT@ECT
cc: Kelly H Boots/HOU/ECT@ECT, Sarah Heineman/HOU/ECT@ECT, David
Mitchell/HOU/ECT@ECT, robtaylor@andrews-kurth.com
Subject: New Pricing on the South American transaction

Brett,
Below please find confirmation of what we verbally spoke of a few minutes ago
relating to the pricing of this facility:

Underwriting Fees:  50bp on each bank's allocated underwritten commitment
amount of the Tranche A amount of $430.75MM in total
Spread:        18 bp facility fee irregardless of usage on the entire Tranche
A facility size
                        82 bp Applicable margin on any borrowed amounts of
the Tranche A facility

Up Front fees to the Syndicate banks:  expected to be in the 35bp - 45bp
range at final syndication.


OUTLOOK EMAIL NOTIFICATION

Your Date of Migration is: May 1st

YOU WILL BE UNABLE TO SEND E-MAIL unless you take the following action:
Please go through your Notes email and clean out as many old/un-needed email
items as possible BEFORE your date of migration.? After you are migrated to
Outlook you will only be allocated 100MB of total Mailbox space.?? If more
than this amount of data is migrated to Outlook YOU WILL NOT BE ABLE TO SEND
E-MAIL until it is below the 100MB limit.? Cleaning up your Notes email now
will prevent this from happening to YOU.

Enron,s messaging platform is migrating from Lotus Notes to Microsoft Outlook
2000 worldwide.  You will be accessing Outlook for all of your email
functions.

WHY IS ENRON MIGRATING TO OUTLOOK 2000?

Many factors contributed to the decision to migrate from Lotus Notes to
Microsoft Exchange/Outlook.  The most prominent factors were:

? Significant advantages to moving to a product that is more integrated with
current Enron apps (Windows 2000, Office and Internet Explorer)
? More efficient Shared PC and Roaming User features
? Improved support and integration for Palm/CE devices
? Instant Messaging capabilities

WHAT IS BEING MIGRATED TO OUTLOOK 2000?

? Email Messages.  From the date of your scheduled migration, the last (30)
thirty days of your Email will be converted for use in Outlook.
? All your folders in Notes you use to store email messages in.
? To Do Items
? Journal Items
? Calendar Entries dating from (1) one year in the past to (10) ten years in
the future will be converted.
? Address Books, but NOT your Distribution Lists that you created.  You will
need to re-create these in Outlook.

Thank you,

Outlook 2000 Migration Team


Ravi,

This is a resume of Shirley's daughter.
Do you know if somebody in EBS is looking for a secretary?

Vince

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 03/17/2000
04:08 PM ---------------------------

Shirley Crenshaw
03/17/2000 03:13 PM
To: Stinson Gibner/HOU/ECT@ECT, Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Kathy's Resume

Here is Kathy's Resume.  Thanks so much for your interest!


Dear Board Members and Attendees,

Attached please find additional supplemental materials provided for the
Retail Electric Quadrant discussions during the meeting on March 7.  The
materials are in .pdf format, bookmarked for access to separate documents.
The materials include the presentation by Mr. Driggs to the Board of
Directors on March 7, the retail electric quadrant (REQ) procedures as a
NAESB Bylaw Addendum, a revised letter regarding the request for promotional
dues (the revisions are noted in redline from the document contained in the
Board Book), and a list of issues requiring clarification.

The ballot is contained in the board book under tab 8 for the adoption of the
REQ procedures and the adoption of the promotional dues request, for Board
members unable to attend the meeting.  The board book can be found on our web
site (http://www.naesb.org/bod.htm), and was also provided in paper form for
the Board members.  If you need additional information or experience
difficulty downloading the attached file, please call the NAESB office at
(713) 356-0060.

Best Regards,  NAESB Office

The NAESB organization follows a privacy policy, which does not permit
distribution of contact information. As such, all email addresses are denoted
blind in correspondence.  Upon receipt of notice, the NAESB office will
modify the distribution to no longer carry your address.  If you would like
to add other participants from your organization to this distribution list,
please also email such request to the NAESB office.


Hmmm, I don't if I could pass up an opportunity to dive the Caymen islands.
Timing wise the end of February still works best, but if you're still working
then it wouldn't be nearly as cool as if it were March and you weren't
working, so I'm willing to hold out until you know your fate.  Definitely
keep me informed, though.  I'll just plan a ski trip in the mean time to hold
me over.  Say hi to the crew for me...and of course, Jewels.

Mat


Patrice ---

I received a call from Tom Donohoe.  He would like to receive the preliminary information to insure that the apps don't get lost in his company.  Here's his information:

		Tom Donohoe
		Entex Gas Resources
		713-207-7993
		713-207-0054
		thomas.c.donohoe@centerpointenergy.com

Let me know if you have questions, Patrice.

Thanks,
Griff
x3-5753


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 12/15/2000
05:22 PM ---------------------------

Zimin Lu
12/15/2000 05:11 PM
To: Stinson Gibner/HOU/ECT@ECT, Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: WTI models

Stinson and Vince,

I finalized the presentation for John Lavorato, he said he is ready
to present it  to Greg.  He is happy with the work we provided.

I will be on vocation starting next week.  I attached the simulation models
here in case that you need them.  The OC version deals with open-close
trading and CC version deals with continuous trading.

Should you have any questions, or need to run different scenarios, please
call me at home.  Otherwise, I will see you next year.

Merry Chrismas and Happy New Year !

Zimin


Clem,

Completed.

Bob

Clem Cernosek
12/28/2000 11:26 AM
To: Daren J Farmer/HOU/ECT@ECT
cc: Robert Cotten/HOU/ECT@ECT, Edward Terry/HOU/ECT@ECT
Subject: HPL Meter #981488 PARIS TENASKA HPL

During the period of 12/1/99 through 12/3/99, the above meter has recorded
flow on the following days:

 Days    Mmbtus

 12/1/99              173
 12/3/99                39

               106

Deal #124400 was at this meter during November 1999, but it expired on
11/30/99.  Currently, these volumes are being booked under the HPL Strangers
Gas Contract.  Logistics needs either (1) Deal #124400 extended, (2) new
deal, or (3) approval to write-off these volumes to Unaccounted for Gas.
(Please print, sign, and return original to Clem Cernosek).

 ___________________________________________________
 Deal/Deal Ticket #/Customer (Seller/Buyer)

    OR

 _________________________________________________________
 APPROVAL to Write-off the volumes to Unaccounted for Gas Loss

Thanks, Clem


Ed

As you requested  attached is language EPMI/ENA currently uses for index based power deals at various delivery points.  This language forms the basis for what is inserted into physical and financial confirmations for power index-based deals.  The underlying confirmations may also contain conforming language depending upon the delivery point and the counterparty.  This language is updated/revised periodically as indexes change, new information becomes available and/or to fit the agreed upon transaction.  If you have any questions, please call me at 713 853 6349.

 -----Original Message-----
From: 	Murphy, Melissa Ann
Sent:	Wednesday, September 12, 2001 10:24 AM
To:	Sager, Elizabeth
Subject:	Index Language-physical and financial power

Elizabeth,

I have attached the index language we are currently using in confirmation letters.

The Megawatt Daily Index language in the above attachment is used for Cinergy and Comed (the delivery points are not listed in the example).

Let me know if you need anything else.

Thanks,
Melissa
3-1886


The Payment status has changed on the following report:

Status last changed by: Kerry Harrington
Expense Report Name: emclaughlin42401
Report Total: $78.00
Amount Due Employee: $78.00
Amount Approved: $78.00
Amount Paid: $0.00
Approval Status: Pre-Approved
Payment Status: Authorized

To review this expense report, click on the following link for Concur Expense.
http://xms.enron.com


(See attached file: HPLN0201.xls)

 - HPLN0201.xls


Dan,

Attached is my attempt at rewriting the Kaiser Agency Agreement that I sent
you last.  Please have a look at it and let me what additional changes are
needed.
The basic concept of the deal is simple:

Enron sells Kaiser Gas at index price
Enron agrees to provide market and pricing information
Kaiser designates Enron as agent to manage its pipeline capacity
Kaiser can purchase incremental quantities of gas pursuant to the Enfolio
agreement
Kaiser can sell back unwanted quantities of gas pursuant to the Enfolio
agreement

Please let me know how quickly we can turn this around, I'd like to get him
something this week.

Sincerely,

David Fuller
Enron North America
121 Salmon Street
Portland, Oregon 97204
503-464-3732


Enron Mexico Holdings 3 Ltd., a Cayman Islands corporation, changed its name
to Enron BW Holdings Ltd. on December 11, 2000.  At the same time its stock
was transferred from Enron North America Corp. to Enron Corp.  Evidence of
the name change is on file in the 48th floor corporate vault.

Please notify appropriate people in your group.

NOTE: Sylvia Hu - evidence to follow by hand.

Kate B. Cole
Director, Corporate Services
Enron Corp.
Tel: (713) 853-1624
FAX: (713) 646-8007
Email: kate.cole@enron.com


Diana says Amerex told her both deals were on the same ticket - so she
entered deal 577201at 50 mw. I asked her to get ahold of her contact at
Amerex to tell them they're checking out incorrectly.

Thanks,
Kate

Evelyn Metoyer@ENRON
04/11/2001 08:36 AM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: Re: 4/10 checkout con't

What's the status?

AMEREX
I see several sales to Puget in Diana's blotter at a $375 price, only one
with Amerex, and it's for 50 MW. I'll need to get ahold of her in the morning
to verify the brokers on these. I'll let you know as soon as I do.

   Kate Symes @ ECT                04/10/2001 06:35 PM

To: Evelyn Metoyer/Corp/Enron@ENRON
cc:

Subject: Re: 4/10 checkout con't

BLOOMBERG
577573 - changed to Aquila
577533 - added .005 broker fee

AMEREX
577873 - LTNW sells EES/Cal'07-Cal'10/Off Peak/$44.50

PREBON
577849 - Jeff Richter buys BP (changed broker to Prebon)

AMEREX
I see several sales to Puget in Diana's blotter at a $375 price, only one
with Amerex, and it's for 50 MW. I'll need to get ahold of her in the morning
to verify the brokers on these. I'll let you know as soon as I do.

Thanks,
Kate

Evelyn Metoyer@ENRON
04/10/2001 03:15 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: 4/10 checkout con't

PREBON WEST

Jeff Richter
I am missing this deal:
Enron buys BP Energy Q4 SP-15 $205.00

AMEREX WEST

Dianna Scholtes
Amerex is showing the following deals on their checkout that I did not verbal:

1) Enron sells to Puget 4/11 25 mw of Mid-C at $375
2) Enron sells to Puget 4/11 25 mw of Mid-C at $375

Mike Swerzbin
Amerex  is showing the following deals on their checkout that I did not
verbal:
1) Enron sells to EES 25 mw of Cal'07- Cal'10 off-peak Cobb at $44.50 fee of
.0075

BLOOMBERG

Mike Swerzbin
deal 577573
Bloomberg shows the cp as Aquila and enpower has Idaho Power

Matt Motley
deal 577533
Bloomberg show fee of $.005


The following file contains a graphical view of the North American Gas average deal count by Trader and Product for EOL. This information is for comparative analysis only.  Do not update links when opening this file.

If you have any questions regarding this breakout, please let me know .

Adam Johnson
EnronOnline
x54877


Molly,

We have a reasonably big room. 2-5 people is OK. It's EB1938.
Vince

Molly Carnes@ENRON COMMUNICATIONS
09/28/2000 03:10 PM
To: Vince J Kaminski/HOU/ECT@ECT@ENRON
cc:
Subject: Re: Mathworks

I've got in on the calendar for the 18th at 2:00.  What's the location?  How
many can we bring?  2 or 3?

Thanks.

Molly Carnes
for
Louis Casari
Vice President, Mid Office Operations
Enron Broadband Services
713-853-4302, Room EB4492
lou_casari@enron.net

	Vince J Kaminski@ECT
	09/28/00 10:39 AM

		 To: Lou Casari/Enron Communications@ENRON COMMUNICATIONS@ENRON
		 cc: Vince J Kaminski/HOU/ECT@ECT, Shirley Crenshaw/HOU/ECT@ECT, Lou
Casari/Enron Communications@Enron Communications
		 Subject: Re: Mathworks

Molly,

I met Lou in the building lobby last Wednesday and he suggested that he
(or his representatives) join the Mathworks presentation to my group).

It's a good software package for mathematical modeling,
 but there is a limit to the number of different installations any group
can productively use.

I shall take a look at some new features they offer
and decide whether it's worth the effort.

Vince Kaminski

Lou Casari@ENRON COMMUNICATIONS
09/20/2000 02:10 PM
Sent by: Molly Carnes@ENRON COMMUNICATIONS
To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Mathworks

Do you know this person or this company?  They are want to set an appointment
with EBS and I believe, are wanting to meet with you, also.  Any feedback?
Thanks.

Molly Carnes for Lou Casari
Enron Broadband Services
713-853-1467, Room EB4486A
molly_carnes@enron.net
----- Forwarded by Molly Carnes/Enron Communications on 09/20/00 02:09 PM
-----

	scottw@mathworks.com
	09/20/00 08:46 AM

		 To: Lou Casari/Enron Communications@Enron Communications
		 cc:
		 Subject: We'll be in Houston

Hello Mr. Casari:

Myself and our Energy Trading Financial Team will be visiting with the R&D
group at Enron the week of 10/16/00.  They have several applications can be
dramatically improved with our tools.

We are very interested to understand the Bandwidth Trading Market, to see
if any additional challanges can be overcome with our tools.

I would like to understand your challanges of modeling, simulating and
deploying applications to control risk.

Are you available to discuss these items prior to our visit?

I look forward to hearing from you.
Thanks
Scott Wakefield


Gerald, I have just faxed to you the pages with a few last comments.  They
relate to the change back to Calpine providing a non-renewal notice rather
than a renewal notice, because there were a couple of places where the
reference wasn't caught.

You should have it on your fax now.

Greg


done

 -----Original Message-----
From: 	Weldon, V. Charles
Sent:	Tuesday, October 23, 2001 1:44 PM
To:	Sever, Stephanie
Cc:	Martin, Thomas A.
Subject:	EOL Physical Transaction Capability

Stephanie,

Can you please authorize my EOL account (ADM59501) so that I can transact internally with the following Tennessee Z-0 physical products:

1) Next day gas
2) Next day plus 1
3) Balance of month physical

All transactions should go to my physical book, ENA-IM-Katy.

Please let me know if you have any questions.

Thanks,

Charlie Weldon
Texas Gas Trading