UNITED STATES DISTRICT COURT
FOR THE
DISTRICT OF COLUMBIA

SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549, Applicant, ANDREW S. FASTOW 1831 Wroxton Road Houston, TX 77005, Respondent.

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MISC. NO. 01-

APPLICATION OF THE SECURITIES AND EXCHANGE COMMISSION
FOR AN ORDER TO SHOW CAUSE AND
FOR AN ORDER REQUIRING OBEDIENCE TO SUBPOENA

1. Respondent Andrew S. Fastow, the former CFO of Enron Corp., has refused to comply with a subpoena requiring him to appear for testimony in the Securities and Exchange Commission's ongoing investigation of Enron Corp. and persons and entities associated with Enron. Mr. Fastow, the former CFO of Enron, among other things, created limited partnerships in which he had a personal interest, profiting in the amount of $30 million. Enron's spectacular collapse was related, in part, to these limited partnerships. Fastow's testimony is therefore relevant to the Commission's investigation.

2. The Securities and Exchange Commission ("Commission") hereby applies to this Court for an Order, in the form submitted, requiring Mr. Fastow to show cause why he should not be ordered to appear for testimony pursuant to subpoena properly issued by the Commission andserved upon him in connection with an ongoing Commission law enforcement investigation. The Commission further requests that the Court enter an Order, in the form submitted, requiring Mr. Fastow to obey the subpoena.¹

2. Jurisdiction is conferred upon this Court, and venue properly lies within the District of Columbia, pursuant to Section 21(c) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78u(c).

3. In support of this Application, the Commission submits the accompanying declaration of staff attorney Douglas B. Paul ("Paul Dec."), the Exhibits thereto, and a Memorandum in Support of its Application for an Order to Show Cause and for an Order Requiring Obedience to Subpoena.

4. On October 30, 2001, pursuant to Sections 21(a) and 21(b) of the Exchange Act, 15 U.S.C. § 78u(a), the Commission issued an Order Directing Private Investigation and Designating Officers to Take Testimony in an investigation captioned, In the Matter of Enron Corp. (the "Formal Order"). Paul Dec. at ¶ 4. On October 31, 2001, the Commission served a subpoena on Mr. Fastow requiring him to produce documents and give testimony on November 14, 2001, and the date was revised to December 12, 2001. Id. at ¶ 10. Mr. Fastow failed to comply with the subpoena. Id. at ¶¶ 11-26.

5. As stated above, Mr. Fastow, the former CFO of Enron, was a central figure inEnron's business affairs. Mr. Fastow's testimony is relevant to matters under investigation in which he was a participant, and may provide evidence as to whether he or others violated the federal securities laws. The testimony sought by the Commission therefore is relevant and important to the Commission's investigation and within the scope of the Formal Order.

WHEREFORE, the Commission respectfully requests:

I.

That the Court enter an Order to Show Cause, in the form submitted, directing the Respondent Fastow to show cause why this Court should not enter the proposed Order requiring his appearance for testimony;

II.

That the Court enter an Order, in the form submitted, requiring the Respondent Fastow to comply fully with the subpoena; and

III.

That the Court order such other and further relief as may be necessary and appropriate to achieve compliance with the subpoena.

	Respectfully submitted, ______________________________ Luis R. Mejia (DC Bar #417043) Attorney for Applicant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 (202) 942-4744 (202) 942-9569 (Fax)
Dated: December ___, 2001

Footnote

1	While technically not a motion subject to Local Rule 7.1m, counsel for the Commission nevertheless attempted in good faith to resolve the issues raised in this Application with counsel for Mr. Fastow but no agreement could be reached. Mr. Fastow opposes this Application.