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4
MINUTES
MEETING OF THE FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
  ENRON CORP.
AUGUST 13, 2001


  Minutes of a meeting of the Finance Committee ("Committee") of the
Board of Directors of Enron Corp. ("Company"), noticed to begin at 5:00 p.m.
C.D.T., but actually begun at 5:50 p.m., C.D.T., at the Enron Building in Houston,
Texas.

  All of the Committee members were present as follows:

  Mr. Herbert S. `Winokur, Jr., Chairman
Mr. Robert A. Belfer
  Mr. Norman P. Blake, Jr.
Mr. Ronnie C. Chan
  Mr. Paulo V. Ferraz Pereira
Mr. Frank Savage

  Directors John H. Duncan and Kenneth L. Lay, Messrs. William S.
Bradford, Richard B. Buy, Richard A. Causey, Timothy A. DeSpain, Andrew S.
Fastow, Ben F. Glisan, Jr., David G. Gorte, Mark E. Koenig, and Theodore R.
Murphy, and Ms. Rebecca C. Carter, all of the Company or affiliates thereof, also
,attended the meeting. Director Jeffrey K. Skilling and Mr. Richard N. Foster, of
McKinsey & Company, Inc, joined the meeting in progress as noted below.

  The Chairman, Mr. Winokur, presided at the meeting, and the Secretary,
Ms. Carter, recorded the proceedings.

  Mr. Winokur called the meeting to order, noted that a `draft of the minutes
of the meeting of the Committee held on April 30, 2001 had been distributed to the
Committee members, and called for any corrections or additions. There being
none, upon motion duly made by Mr. Savage, seconded by Mr. Chan, and carried,
the minutes of the meeting of the Committee held on April 30, 2001 were
approved as distributed.

  Mr. Winokur called upon Mr. Fastow to present the Chief Financial
Officer's report, a copy of which is filed with the records of the meeting. Mr.
Fastow discussed total return swaps that had been completed in June and July and
noted that the ending balance shown in the presentation materials did not reflect
recent activity, which had led to an ending balance of zero. He also reviewed

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recent treasury stock purchase activity. He then presented a chart depicting the
Company's interest-rate exposure in different areas and noted the dollar amounts
at fixed and at floating interest rates. He stated that the chart now reflected all
elements of the balance sheet, and while the overall amount had increased, the
fixed-floating ratio remained fairly constant. He then discussed other asset
monetizations.

  Mr. Fastow then noted that the Company was diversifying its funding
sources and compared the percentage of funding the Company had received from
banks, U.S. capital markets, and non-U.S. capital markets over the last three and
one-half years. He then commented on the Company's liquidity and net margin
activity.

  Messrs. Foster and Skilling joined the meeting.

  Mr. Fastow then presented a summary of the status of asset dispositions.
He stated that the new accounting rules relating to goodwill could impact the
Company's debt to total capital ratio and commented that the Company would be
closely monitoring the sale of assets and the impact on the ratio.

  Mr. Winokur called upon Mr. Glisan to present the Treasurer Report, a
copy of which is filed with the records of the meeting. Mr. Glisan reviewed the
Company's active letters of credit and discussed the changes since year end. He
presented the Company's guarantee portfolio as of June 30, 2001 and noted that
guarantees continued to increase due to the significant increase in activity by the
Wholesale group. He then presented the liquidity forecast and commented on the
sources and uses of funds. He reviewed the Company's key financial ratios and
noted that the Company was on target to meet the year end goals. He then
discussed the Company's ratings by the rating agencies and provided comments
on the views of each of the agencies.

  Mr. Winokur called upon Mr. Buy to present the Chief Risk Officer's
report, a copy of which is filed with the records of the meeting. Mr. Buy stated
that he would only be reviewing the overall portfolio summary and that he would
be available to answer any questions on the other material provided in the report.
He stated that the Risk Assessment and Control group had expanded the portfolio
summary to include additional international assets. He then reviewed the assets in
each of the four performance categories, comprised of exceeding expectations,
meeting expectations, below expectations, and troubled. Mr. Skilling joined him
in answering questions from the Board regarding the assets in the troubled
category.

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  Mr. Winokur called upon Mr. Glisan to discuss a proposed resolution
relating to brokerage account authorizations. Mr. Glisan discussed the proposed
resolution and following a discussion, upon motion duly made by Mr. Savage,
seconded by Mr. Ferraz Pereira, and carried, the proposed resolution relating to
brokerage account authorizations, as presented at the meeting, was approved for
recommendation to the Board.

  There being no further business to come before the Committee, the meeting
was adjourned at 6:20 p.m. C.D.T.

  APPROVED:-

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3

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Chirman V"...__-

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