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UN. ~~+. 2001 12: 30PM

June 29, 2001

Rocky Emery
Paine Webber, Inc.
Private Client Group
109 N. Post Oak Lane, Suite 150
Houston, TX 77024

N0.803 P.4/6

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

Dear Rocky:

  This letter is your authority to transfer 2,310 shares of Enron Corp, stock
from the stock option award, Grant #3781, with an exercise date of 5/04/99 in
Paine Webber Acct. HM-E0133-ES to the Enron Corp. Omnibus Paine Webber
Acct. HS-54630-EN by or before Monday, July 2, 2001. The remaining 83,074
shares will be delivered in certificate form directly to Enron Corp.

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

Sincerely,

CC: Elaine Overtun°
Pam Butler
Joanne Cortez
Sherrie Gibson

EXH012-01898

EC3864880050200

GOVERNMENT
EXHIBIT
  2485
  dim. No. H-04-25 (S-2)