JUN-27-1996  0334                                                             P. 02/03

				InteroffI~e"

				Memorandum

	 Te  Jeff Skiling

From;  Rex f~ogers

CJopanrn.nt~  Corporate Legal

64J~JmcZ  Sales Plan for dispositions of Enron Corp. corrwncn st!~ck

O~&e:  December 11.2000

       For your files, please find enclosed herewith an executed original of your Sales Plan regarding dispositions of shares of

       Enron Corp. common slack.

       Please at all Umnes during the terTn of this agreomifl bear in rhind the toilowing Important points:

	      EVen with sales o~ shares effected pursuant to the above written plan, you retain a continuing obligation to fife
	      Form, 4 end 144. As aiw~yu. the Corpolate Secretary's Office (Elaine Overturt) wi continue to coordinate
	      with you when such forms are recpilred to be filed, arid will continue to assist you in the prepiralion of these


	    . Pursuant to the Section 16(b) short.uwing profit Nib, non-exempt acquisitlons/pwchasea of Enron common
	      stock wil continue to be makchedm with sales (indt.ldlng sales pursuant to your written plan). Purchases or
	      acquisliloris that have been approved by the shareholders of Enron or by the Compensation Committee of the
	      ~nron Board are exempt purchases pursuant to Section 16(b) end Cannot be matched with sales. An example
	      of ~ non-exempt purchase: an open market purchase of Enron Corp. common stocic outside of one of our
	      e~proved benefit plane. N is unlikely that you would have the need or desire to effect a non-exempt purchase;
	      If in doubt. please contact me or Elaine Cverturf belore effecting any purchases to determIne the Section 18
	      sf~ti.is of such transaction;

	    * If you ever desks to terminate or modify your Sales Plan, please contact Company counsel. If you want to
	      modIfy wi existing plan or create a new plan, you can only do so at a lime when you are not aware of matcnlal
	      non-public Information about Enron Corp.

	    * For any fransmctlona In Enron 0orp. stock LhSt ara effected outside of your wyitten Sales Plan, you must
	      continue to adhere to the Company's existing pre-cleanunco policy (contact Jim Derrick or me prior to effecting
	      such trades to ensure coniptianice with both Company policy and S.E.C. rules).

       If you have any questIons concerning the fcregoi'ng matters, please don't hesitate to give me a caD.

       Attachment

       cc:  Jim Derrick
	    Elaine Overturti"'~


     354Un
					  En~insapaasbUMaL                 EC 001521737





										  P. 03/03
    JUN-27-1996  03:34

.d.  ~


					      SALES PLAN
		   This Sales Plan is adopted by the undersi~ied o~cer as a plan of disposi~on of shares of
	      Common Stack of ~nron Corp. ("Common Stock") in compliance with R~zlc 10b54 under the
	      Securities Exchange Act of 1934.
		   The undersigned broker (the ~BroIccr") is heieby ins~ucted to effect sal.. of Enron Corp.
	      Common Stock on behalf of the undersigned ofilcer as foUows:
		   1.    Amounts and Timina. Commencing Wednesday, November 15, 2000 through
	      md inch~din~ Wednesday, November 13, 2002, Broker shall effect the weekly sale of 10,000
	      shares of Common Stock on each Wednesday during such Lime peiiod in accordance with the
	      manner of sale proviuiona d*scn~bed below.

		   2.    Manner of Sale. Sales shall be iz~ade on the New York Stock B,'wbange on such
	      abovo designated days as the Common Stack ~dea reg~1ar way and at thai prevailing market
	      prices. Broker agrees to conduct all sales in accordance with the manner of sale provisioni of
	      Rule 144 under the Sccuiiiies Act of 1933. The und~signed officer agree. not to take any action
	      that would cause sales by Broker pursuant to this Sales Plan not to comply with Rule 144.

		   3.    Inubi1itvAo~Sell. If Bi~okcr is unable to effect a sale as a result of a market
	      disruption or any other evcnt Broker shall effect such aale as promptly as practicable after the
	      cessation of such mnzket disruption or other event.

		   4.    &~g~iz~LEi1jugi. The und~zuigrwd oflicer agrees to be responsible for all
	      required Form 144 slings and all ~linp under Sections 13(d) and 16 of the Securities ~xchmige
	      Act of 1934.

		   EXECtJTED this 15th day of November, 200


	      Acknowledged by Enron Corp. this 15th day of November, 2000.

	      ENRON CORP.


		 k?~E p/~f~;r~a-

					   (if,

							     EC 001521738

By: