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October 29, 2001

Elaine Overturf
Enron Corp.
1400 Smith Street
Houston, TX 77002

Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp. }Y ;
P.O. Box 1188 `"
Houston, TX 77251-1188 )'
713-853-6773
Fax 713-853-5313
kenneth.lay@enron.com

Re: Sale of 147,770 shares of Enron Corp. to Company for Repayment of
$2,275,000 LOC through October 26, 2001

Dear Elaine:

  Attached is stock certificate HC215288 in the amount of 146,754 shares of
Enron Corp. The remaining 1,016 shares will be delivered via DTC from JP
Morgan Securities to the Enron Omnibus Account #HS-54630EN at UBS Paine
Webber. Please refer to the attached letter addressed to John Carr at JP
Morgan.

  Please call Sherrie Gibson at 713/630-0103 should you have any
questions.

Sincerely,



  CC: Pam Butler
Joanne Cortez
Sherrie Gibson

  ,yf..PC.s 1 r r.. F~ J_

EC3B0050027

Endless possibilities.'

EXH012-01796

GOVERNMENT
EXHIBIT
  2409
  Crim. No. H-04-25 (S-2)