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Interoffice
Memorandum

  To: See Distribution List

  From: Kenneth L. Lay Department; Executive

Subject: Enroll LOC Date; October 23, 2001

This serves as notice of my intent to repay $1,500,000 of my outstanding loan baianca of $4,000,000 plus accrued
interest with shares of Enron stock as of this day, October 23, 2001.



CC: Bob Butts	713-646-8409
Mary Joyce	713-646-2110
Elaine Overturf	713-649.3754

EC38648BOU50099

Respect
Form OQD-a6B.Ep/82)

Integrity

Communication Excellence

EXH063-00302

GOVERNMENT
EXHIBIT
  4084
  Crim. No. H-04-25 (S-2)