UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

MOTION OF ENRON CORP. SEEKING LEAVE TO WITHDRAW THE APPLICATION AND REQUESTING AN ORDER OF THE COMMISSION DISMISSING THIS ADMINISTRATIVE PROCEEDING

Pursuant to Rule 154 of the Commission's Rules of Practice, 17 CFR § 201.154, Enron Corp. ("Enron") hereby requests leave to withdraw its application on Form U-1 under SEC File No. 70-10190. Enron also requests that the Commission dismiss this administrative proceeding. Enron has consulted with the Division of Investment Management ("Division"), and the Division supports this motion.

On December 31, 2003, Enron, Stephen Forbes Cooper, LLC ("SFC") and PGE Trust, a to-be-formed entity ("Applicants"), filed an application on Form U-1 under File No. 70-10190 seeking exemption as temporary holding companies from all the provisions of the Act, except Section 9(a)(2) ("Application"). By order, dated January 14, 2004, the Commission issued a notice of and order scheduling a hearing on the Application as it relates to Enron's request for exemption (the "Order").¹ The Order initiated this administrative proceeding.

On February 6, 2004, Enron proffered a settlement offer ("Settlement Offer") that, if accepted by the Commission, would resolve this administrative proceeding and result in Enron's registration as a holding company under the Act. In connection with the Settlement Offer, Enron also filed on February 6, 2004 two applications for Commission authorization under the Act.² On March 9, 2004 Enron registered as a holding company under the Act.³

In view of the foregoing, Enron, Stephen Forbes Cooper, LLC and PGE Trust seek leave to withdraw the Application and Enron further requests that the Commission issue an order dismissing this administrative proceeding as moot. SFC and PGE Trust may, however, file a separate application for exemption under Section 3(a)(4) of the Act in the future.

Dated March 9, 2004

¹ Notice of and Order Scheduling Hearing Regarding Request for Order Exempting Holding Companies from Registration Under the Public Utility Holding Company Act of 1935, Holding Co. Act Release No. 27793 (January 14, 2004).

² The first application, SEC File No. 70-10199, requests Commission authorization of the chapter 11 plan for Enron and its debtor subsidiaries and other relief related to soliciting the votes of creditors on the plan. This is referred to as the Plan Application. The second application, SEC File No.-10200, seeks various authorizations under the Act that are required by Enron and its subsidiaries to operate as a registered holding company system. This is referred to as the Omnibus Application. The Omnibus Application seeks authorization for a variety of financing transactions, affiliated transactions and corporate restructuring actions that would permit the Enron group to continue the process of rationalizing its corporate structure, settling claims, and selling assets to maximize the value of the debtors' estates in bankruptcy.

³ Public Citizen, Inc. ("Public Citizen") an entity that sought limited participant status in this proceeding, filed an undated motion for summary disposition of the present proceeding and requested that the Commission find that the application in SEC File No. 70-10190 was not made in good faith. Enron intends to respond to Public Citizen's motion through a separate pleading, explaining, among other things, that Public Citizen's request was mooted by Enron's registration.

http://www.sec.gov/rules/other/enron-mot030904.htm