=============
Page 1 of 1
=============

JUN.29.2001 12:30AM

NO. 803 P.5/6
a

ylblg
  Pk

sa7LL7

June 29, 2001

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

RE: Sale of 82,747 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC through June 28, 2001

Dear Elaine:

  Attached is stock certificate HC167352 in the amount of 41,019 shares of
Enron Corp, stock from the stock option award, Grant #5108, with an exercise
date of 5/04/99. The remaining 41,728 shares of Enron Corp. stock will be
delivered to the Enron Onmibus account at Paine Webber. Please refer to the
attached letter addressed to Rocky Emery.

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

Sincerely,

CC; Pam Butler
Joanne Cortez
Sherrie Gibson

EXH063-00321

EC3864880050201

GOVERNMENT
EXHIBIT
  4103
  Crim. No. H-04-25 (S-2)