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Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1188
  Houston, TX 77251-1188
713-853-6773
October 29, 2001 Fax 713-853-5313
  kenneth.lay@en ron. com

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

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 in the amount of 4,521 shares
of Enron Corp., HC225759 in the amount of 1,551 shares of Enron Corp.,
HC225323 in 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 743 over delivered shares
(repayment as of 10/24/01) and 6,067 shares will be delivered via DTC 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: Pam Butler
Joanne Cortez
Sherrie Gibson




EC386488005 46

Endless possibilities.'

EXH063-00296

GOVERNMENT
EXHIBIT
  4078
  Crim. No. H-04-25 (S-2)