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August 24, 2001

Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1188
Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
kenneth.lay@enron.com

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

CC: Pam Butler

Joanne Cortez

Re: Sale of 108,254 shares of Enron Corp. to Company for repayment of
$4,000,000 LOC plus accrued interest through August 23, 2001

Dear Elaine:

  Attached is stock certificate HC153831 in the amount of 26,017 shares of
Enron Corp. dated 3/09/98. The remaining 82,237 shares of Enron Corp.
(71,456 shares from First Union Securities and 10,781 shares from Chase
Securities) will be delivered to the Enron Omnibus account at Paine Webber.
Please refer to the attached letters addressed to Rocky Emery and Mary Arnold.

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

Sherrie Gibson

Sincerely,



EC38648B0050164

Endless possibilities."'



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