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RECEIVED

q	Kenneth L. Lay
-	Chairman and
C1"°`E V. MEMO
~~~~	Chief Executive Officer
	Enron Corp.
September 4, 2001	P.O. Box 1188
	Houston, TX 77251-1188
	713-853-6773
	Fax 713-853-5313
	kenneth.lay@ennm.com

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

Re: Sale of 112,706 shares of Enron Corp. to Company for repayment of
$4,000,000 LOC plus accrued interest through August 30, 2001

Dear Elaine:

  Attached are stock certificates HC 160378 in the amount of 79,945 shares
of Enron Corp., HC 225320 in the amount of 17,767 shares of Enron Corp., and
HC 225321 in the amount of 20,000 shares of Enron Corp. to be used to repay
the line of credit as of August 30, 2001. Please reissue a stock certificate in the
amount of 5.006 shares for the over-delivered shares.

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

  S~ 11
~'`j -~-o Boa ow ?-' b i
d Q S ~'~'~ Sincerely, Per

  01

CC: Pam Butler
Joanne Cortez
Sherrie Gibson

Endless possibilities.'

EXH012-01841

EC38648B0050150

GOVERNMENT
EXHIBIT
  2446
  Crim. No. H-04-25 (S-2)