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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.1ay@enron.com

RE: Sale of 82,747 shares of Enron Corp to Company for Repayment of
$4,000,000 LOC through June 28, 2001

Dear Elaine:

  Attached is stock certificate HC 167352 in the amount of 41,019 shares
of Enron Corp stock from the stock option award, Grant #5108, with an exercise
date of 5/04/99. The remaining 41,728 shares of Enron Corp stock 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,


  CC: Pam Butler
Joanne Cortez
Sherrie Gibson

  Endless possibilities."' EC38648B0050192
GOVERNMENT
EXH063-00318 EXHIBIT
  4100
  Crim. No. H-04-25 (S-2)