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Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1188
September 7, 2001 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

Re: Sale of 114,346 shares of Enron Corp. to Company for repayment of
$4,000,000 LOC plus accrued interest through September 4, 2001

Dear Elaine:

  Attached are stock certificates HC 162376 in the amount of 13,123 shares
of Enron Corp., HC 115919 in the amount of 23,874 shares of Enron Corp., HC
162375 in the amount of 36,877 shares of Enron Corp., HC115920 in the amount
of 22,035 shares of Enron Corp., HC125798 in the amount of 1,859 shares of
Enron Corp., and HC 164662 in the amount of 13,123 shares of Enron Corp.
stock. Please use these six (6) certificates totaling 110,891 shares plus the
5,006 share of Enron Corp. previously over-delivered (on the pay down as of
8/30/01) to be used to repay the line of credit as of September 4, 2001. Please
reissue a stock certificate in the amount of 1,551 shares for the over-delivered
shares.

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

Sincerely,



CC: Pam Butler

Joanne Cortez

Sherrie Gibson

EC38648B0050131

Endless possibilities."'

EXH063-00042

GOVERNMENT
EXHIBIT
  4051
  Crim. No. H-04-25 (S-2)