Dear Mr. Lay.

	  Has Enron become a risky place to work? For those of us who didn't get rich over the last fe~
	  years. can ~ve afford to stay?

	  Skilling's abrupt departure will raise suspicions of accounting improprieties and valuation issues.
	  Baron has been very aggressive in its accounting - most notably the Raptor transacrions and the
	  Condor vehicle. We do have Valuation issues with our international assets and possibly some of
	  our EES MTM positionS.

	 The spotlight will be on us, the market just can't accept that S killing is leaving his dream job.
	  think chat the valuation issues can be fixed and reported with other goodwill write-downs to occur
	  in 2002. How do we fix the Raptor and Condor deals? They unwind in 2002 and 200g. we will
	 have to pony up Enron stock and that won't go unnoticed.

	 To the layman on the street. it will look like we recognized funds flow of $800 mm from merchant
	 asset sales in 1999 by selling to a vehicle (Condor) that we capitalized with a promise of Enron
	 stock in later years. Is that really funds flow or is it cash from equity issuance?

	 We have recognized over 5550 million of fair value gains on stocks via our swaps with Raptor,
	 much of that stock has declined significantly - Avici by 98%, from S178 mm to S5 mm, The New
	 Power Co by 70%, from S20lshare to S6/share. The value in the swaps won't be there for Raptor.
	 so once again Enron will issue stock to offset these losses. Raptor is an tiM entity. It sure looks
	 to the layman on the street that we are hiding losses in a related company and will compensate that
	 company with Baron stock in the future.

	 I am incredibly nervous that we will implode in a wave of accounting scandals. My 8 years of
	 Enron work history will be worth nothing on my resume, the business world will consider the past
	 successes as nothing but an elaborate accounting hoax. Skilling is resigning now for 'personal
	 reasons' but I think he wasn't having fun, looked down the road and knew this stuff was unfixable
	 and would rather abandon ship now than resign in shame in 2 years.

	 Is there a way our accounting guru's can unwind these deals now? I have thought and thought
	 about how to do this, but I keep bumping into one big problem - we booked the Condor and
	 Raptor deals in 1999 and 2000, we enjoyed a wonderfully high stock price, many executives sold
	 stock, we then try and reverse or fix the deals in 2001 and it's a bit like robbing the bank in one
	 year and trying to pay back it back 2 years later. Nice try, but investors were hurt, they bought at
	 570 and S8Olshare looking for $120/share and now they're at S38 or worse. We are under too
	 much scrutiny and there are probably one or two disgruntled redeployed' employees who kno'v
	 enough about the 'funny' accounting to get us in trouble.


	 What do we do? I know this question cannot be addressed in the all employee meeting, but can
	 you give some assurances that you and Causey will sit down and Cake a good hard objective look
	 at what is going to happen to Condor and Raptor in 2002 and 2003?


Confidential Treatment Requested By Wilmer, Cutler & Pickering                   E 68548

								       ~ENT
								       I    EXHIBIT
								       U     9811
									      No H-04-0025