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Kenneth L. Lay
Chairman and
Chief Executive Officer

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

Pam Butler
Joanne Cortez
Sherrie Gibson

Enron Corp.
P.O. Box 1188
Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
kenneth.tay®enron, com

Re: Sale of 33,672 shares of Enron Corp. to Company for Repayment of
$550,000 LOC through October 25, 2001

Dear Elaine:

  Attached are stock certificates HC119359 intl) amount of 4,521 shares
of Enron Corp., HC225759 tlhe amount of 1,551 shares f Enron Corp., ..
HC225323 Ii the amount of 20,000 shares of Enron Corp., and HC114200 in the
amount of 790 shares of Enron Corp. totaling 26,862 matured shares. The
remaining 6,810 shares are from the previously 743b'ver delivered shares
(repayment as of 10124/01) and 6,067 shares will be delivered via DIC from JP
Morgan Securities to the Enron Omnibus Account #HS-54630EN at UBS Paine
Webber. Please refer to the attached letter addressed to John Carr at JP
Morgan.

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

Sincerely,

CC:



EXH063-00294

October 29, 2001

  00







'4'`1 P
Endless possibilities.'"



EC38648B0050041

GOVERNMENT
EXHIBIT
  4076
  Crim. No. H-04-25 (S-2)