NYPA ISDA

Attached is a clean and blacklined draft of the changes to the ISDA
Schedule. We have also attached the proposed form of Enron Corp. Guaranty
and the legal opinions of Enron North America and Enron Corp. The opinions
of Cadwalader with respect to the ISDA and the Guaranty will be sent shortly
under separate cover from Susan Lobel at Cadwalader. It appears the only
remaining issue on the ISDA is the "Conditions Precedent" provision which
NYPA is still considering.

Please let me know if these changes meet with your approval.