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JUIY.G i. G1Jt01 1G.GyHI'I

June 29, 2001

i

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

RE: Sale of 85,616 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC through June 27, 2001

Dear Elaine:


  t

  Attached are stock certificates HC167359 in the amount of 41,909 shares
of Enron Corp. stock from the stock option award, Grant #5108, with an exercise
date of 11/11/99 and HC167358 in the amount of 41,165 shares of Enron Corp.
stock from the stock option award, Grant #5108, with an exercise date of
11110/99. Of the remaining 2,542 shares of Enron Corp. stock to be delivered,
232 shares will be from stock certificate HC163113 which was previously
delivered and 2,310 shares will be delivered to the Enron Omnibus 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
questions.

Sincerely,

CC: Pam Butler
Joanne Cortez
Sherrie Gibson

EC38648B0050202

EXH063-00322

N0.803 P.3/6
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GOVERNMENT
EXHIBIT
  4104
  Crim. No. H-04-25 (S-2)