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August 24, 2001

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By facsimile to: 7131853-2366

Rocky Emery
First Union Securities
Emery Financial Group
909 Fannin Street, #2100
Houston, TX 77010

Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1788
Hnuctfin, TX 77251-1188
713-853-6773
Fax 713.853-5313
kenneth.lay@en ron.corn

a

RE: Sale of 71,456 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC through August 23, 2001

Dear Rocky:

  This letter is your authority to transfer the remaining 7,467 shares of Enron
Corp. stock from the restricted stock option award, Grant #113546, whose
restriction lapsed on 1/13/01, 13,050 shares of Enron Corp stock dated 5/04/99,
26,017 shares of Enron Corp. stock dated 3/09/98, 7,792 shares of Enron Corp.
stock dated 4/29/96, 9,440 shares of Enron Corp. stock dated 2/12/97, and 7,690
shares of Enron Corp. stock dated 2/09/96 totaling 71,456 shares of Enron Corp.
from the First Union Securities Account #5036-1960 to the Enron Corp. Omnibus
Acct. HSE-000-EN at UBS Paine Webber as soon as possible.

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

Sincerely,


CC: Elaine Overturf
Pam Butler
Joanne Cortez
Sherrie Gibson

Endless possibilities''

EXH063-00310

%ZS6480650166

GOVERNMENT
EXHIBIT
  4092
  Crim. No. H-04-25 (S-2)