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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 24, 2001 Fax 713-853-5313
  kenneth.lay@enron.com

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

Re: Sale of 76,995 shares of Enron Corp. to Company for repayment of
$1,500,000 LOC through October 23, 2001.

Dear Elaine:

  The 76,995 share of Enron Corp. will be delivered via DTC from JP
Morgan Securities to the Enron Omnibus Account at Paine Webber. Please refer
to the attached letter addressed to John Carr.

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

cc: Pam Butler
Joanne Cortez
Sherrie Gibson

  Sincerely,

EC3864880050097

EXH063-00301

Endless possibilities.'

GOVERNMENT
EXHIBIT
  4083
  Crim. No. H-04-25 (S-2)