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BargeCo

EXH027-00015

GOVERNMENT
EXHIBIT
  1354
  Crim. No. H-04-25 (S-2)


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BENEFITS TO ENRON SUMMARY

Deal Name: Bargeco Dollar Amount: $7.5 million
Date: 6/29/00
Description of Transaction: Enron sold barges to Merrill Lynch (ML) in December of
1999, promising that Merrill would be taken out by sale to another investor by June,
2000. The project could not be sold by June, so without LJM2's purchase Enron
would have had to strain the ML/Enron relationship or repurchase the assets and
reverse earnings and funds flow on the original transaction.

Enron Business Unit Benefited: Enron International (Africa)

Did the deal result in a direct or indirect benefit to Enron? Indirect

Primary Benefit: Avoidance of earnings and funds flow reversal (indirect)
Funds Flow Direct: Funds Flow Indirect: $28.0 million
Earnings Direct: $2.0 Earnings Indirect: $12.0 million

Fees Saved:

Other equity investors bidding on the transaction: none
Did the deal close with LJM? yes

Other benefits to Enron:
  o Protected the Enron/ML relationship
  o Speed of execution - under three weeks
  o Complexity - Nigerian structured transaction
  o Willingness of execution - Project was located in Nigeria, project was behind
schedule and little time was available for due diligence.

Compiled by: Ace Roman

ASF CW 000709

EXH027-00016