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Elaine Overturf
Enron Corp
1400 Smith Street
Houston, TX 77002

Kenneth L Lay
Chairman of the Board

  Enron Corp.
P.O. Box 1188
  Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
June 29, 2001 kenneth.lay®enron.aom

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

Dear Elaine:

  Attached are stock certificates HC 167359 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 HC 167358 in the amount of 41,165 shares of Enron Corp
stock from the stock option award, Grant #5108 with an exercise date of
11/10/99. Of the remaining 2,542 shares of Enron Corp stock to be delivered,
232 shares will be from stock certificate HC 163113 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,


  00
CC: Pam Butler
  Joanne Cortez
Sherrie Gibson

  Endless possibilities." EC38648BOO50252
GOVERNMENT
EXH012-01899 EXHIBIT
  2486
  Crim. No. H-04-25 (S-2)