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June 29, 2001

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

c39 Las

RE: Sale of 90,518 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC through June 26, 2001

  Dear Elaine:

  Attached is stock certificate HC163113 in the amount of 90,750 shares of
Enron Corp. stock from the stock option award, Grant #3781, with an exercise
date of 5/04199 of which 90,518 shares will be used to repay the line of credit as
of June 26, 2001. The remaining 232 shares will be used to offset a future
  repayment.
Please call Sherrie Gibson at 713/630-0103 should you have any
1 questions.

Sincerely,

  CC: Pam Butler
Joanne Cortez
Sherrie Gibson

  EC38648B0050203
GOVERNMENT
EXH063-00323 EXHIBIT
  4105
  Crim. No. H-04-25 (S-2)