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RECEIVED


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

  Kenneth L. Lay
Chairman and
ELAINE V. OVEiURF Chief Executive Officer
Enron Corp.
September 4, 2001 P.O. Box 1188
  Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
kenneth.lay@enron.com

Re: Sale of 112,706 shares of Enron Corp. to Company for repayment of
$4,000,000 LOC plus accrued interest through August 30, 2001

Dear Elaine:

  Attached are stock certificates HC 160378 in the amount of 79,945 shares
of Enron Corp., HC 225320 in the amount of 17,767 shares of Enron Corp., and
HC 225321 in the amount of 20,000 shares of Enron Corp. to be used to repay
the line of credit as of August 30, 2001. Please reissue a stock certificate in the
amount of 5,006 shares for the over-delivered shares.

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

  k S~~ a s Sincerely, --c'

CC: Pam Butler

Joanne Cortez

Sherrie Gibson

EC38648BOU50140

Endless possibilities TM

  GOVERNMENT
EXH063-00305 EXHIBIT
  4087
  Crim. No. H-04-25 (S-2)