Just so you had the latest matrices; although some of you directly received 
these materials.  I anticipate being able to send you a revised draft of the 
Purchase and Sale Agreement by next Tuesday morning.  No doubt, everything 
will become clear in the next draft - materiality, Subject Companies, 
required Authorizations, etc.  I anticipate circulating a full draft of the 
Schedules by mid next week.  The plan would be to revise the draft schedules 
based on the revised text of the Agreement and your further review of the 
respective businesses generally.  We will also need to keep in mind some 
sense of conformity as to how each unit is making their respective 
disclosures.  The Schedules will not need to win an award for beauty at that 
point, but do need to be well organized and make sense.  I encourage each of 
the General Counsels to coordinate with Mary Joyce on HR matters, Frank Smith 
or Dave Nutt on environmental matters, Cullen Duke on tax matters, Bob 
Williams and Chuck Cheek on litigation matters, Rick Shapiro on regulatory 
matters, and Jim Bouillion on insurance matters, just to make sure nothing 
slips through the cracks.  Timing of course is critical.  The Disclosure 
Schedules may become critical path items, and we may all hear that.    I 
expect there will be great progress generally next week, and there will be 
tremendous pressure to deliver a complete draft of the Schedules to Skadden 
soon after the end of next week.  Your comments would likely need to be in by 
the end of the week - sorry.  Please be aware that the Business Unit heads, 
right before execution of the Agreement, are likely to have to sign-off on 
the disclosures under the Agreement.  Truly, thanks for all the help.  Send 
money or Disclosure Schedules.  Lance.
----- Forwarded by Lance Schuler-Legal/HOU/ECT on 07/21/2000 05:07 PM -----

	Nicole Alvino
	07/21/2000 12:22 PM
		 
		 To: Bill Gathmann/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Randy 
Young/SA/Enron@ECT, John Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, 
Fred L Kelly/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kathleen 
Carnahan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank 
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Daniel 
Castagnola/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ricky Lynn 
Waddell/SA/Enron@Enron, Daniel R Rogers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, 
Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeffrey E 
Sommers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ananda 
Mukerji/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Christopher B 
Hunt/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joseph Franz/Corp/Enron@Enron, 
lbrasher@skadden.com, bhoghooghi@skadden.com, Sashby@skadden.com
		 cc: Cheryl Lipshutz/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Cullen 
Duke/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jan Johnson/GPGFIN/Enron@ENRON, 
Richard Shapiro/HOU/EES@EES, Lance Schuler-Legal/HOU/ECT@ECT, Shonnie 
Daniel/HOU/ECT@ECT, Amit Walia/HOU/ECT@ECT, Ceci Torn/Corp/Enron@ENRON, 
Patrick Conner/HOU/ECT@ECT, mspradling@velaw.com, jdilg@velaw.com, 
wjoor@velaw.com, sbarber@velaw.com, ashouse@velaw.com, ckornreich@velaw.com, 
jkamine@velaw.com, bweiland@velaw.com, jamie.welch@csfb.com, 
david.munoz@csfb.com, Victor.gonzalez@csfb.com, bradley.aitken@velaw.com
		 Subject: Project Summer Matrices

Attached please find the latest and greatest ABC matrix and Gty, LC, and 
affiliate contract matrix.  The information has been updated in red by 
comments we have recieved from the EI business units.  The new transfer level 
and sever level info came from the A/B/C structure task force.  (Please note 
that the A/B transfer level is the same as the sever level unless ptherwise 
noted.)  It still needs to be reviewed by both sides.  We are waiting for 
final regulatory issues and action items this weekend after a collaborative 
effort from both sides.  There are still pieces of info in these matrices 
that the deal team needs that are highlighted in blue.  Please fill in TBD to 
the extent you can determine and send it back in green.

Please review both matrices and send changes to Nicole Alvino and Bill 
Gathmann.

Thanks so much for all your help!