=============
Page 1 of 1
=============


'y9
0

February 1, 2001

04*

Rocky Emery
Paine Webber, Inc. 4
Private Client Group
109 N. Post Oak Lane, Suite 150
Houston, TX 77024

Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1188
Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
ken n e t h.lay @en ro n. com



RE: Sale of 50,814 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC plus accrued interest through February 1, 2001

Dear Rocky:

  This letter is your authority to transfer the remaining 13,331 shares of
Enron Corp. stock from the stock option award, Grant #5292, with an exercise
date of 4/13/00 and 37,483 shares of Enron Corp. stock from the stock option
award, Grant #5108, with an exercise date of 3/23/00 in Paine Webber Acct. HM-
E0133-ES to the Enron Corp. Omnibus Paine Webber Acct. HS-54630-EN by
Monday, February 5th.

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

Sincerely,



CCNElaine Overturf
Pam Butler
Joanne Cortez
Sherrie Gibson

EC38648B0050244

Endless possibilities.T"

EXH063-00332

GOVERNMENT
EXHIBIT
  4114
  Crim. No. H-04-25 (S-2)