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  9y 6
0

June 25, 2001

Kenneth L. Lay
Chairman of the Board

Enron Corp.
P.O. Box 1188
Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313
kennethlay@enron.com

REVISED AS OFJUNE 27 **

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

RE: Sale of 89,126 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC plus accrued interest through June 22, 2001

Dear Rocky:

  This letter is your authority to transfer 33,662 shares of Enron Corp. stock
from the stock option award, Grant #3781, with an exercise date of 5/04/99, and
the remaining 55,464 shares of Enron Corp. stock from the stock option award,
Grant #5108, with an exercise date of 1/25/00, in Paine Webber Acct. HM-
E0133-ES to the Enron Corp. Omnibus Paine Webber Acct. HS-54630-EN by or
before Friday, June 28, 2001.

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

Sincerely,


** Revisions are in bold print.

CC: Elaine Overturf
Pam Butler
Joanne Cortez
Sherrie Gibson

D /-46*'ff

Endless possibilities.TM

EXH063-00337

EC3864880050277



GOVERNMENT
EXHIBIT
  4119
  Crim. No. H-04-25 (S-2)