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  ay e,
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August 21, 2001

Kenneth L. Lay
Chairman and
Chief Executive Officer

Enron Corp.
P.O. Box 1188
Houston, TX 77251-1188
713-853-6773
Fax 713-853-5313

ken net h. tayŠen ron. com

By facsimile to: 713/853-2366
Julie Haviland
First Union Securities
Emery Financial Group
909 Fannin Street, #2100
Houston, TX 77010

RE: Sale of 110,706 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC plus accrued interest through August 20, 2001

Dear Julie:

  This letter is your authority to transfer 72,801 shares of Enron Corp. stock
from the restricted stock option award, Grant #122050, whose restriction lapsed
on 1 /11 /01, and 37,905 shares of Enron Corp stock from the restricted stock
option award, Grant #113546, whose restriction lapsed on 1/31/01, totaling
110,706 shares which are in the First Union Securities Account #5036-1960 to
the Enron Corp. Omnibus Paine Webber Account #HS-54630-EN as soon as
possible.

  Please call Sherrie Gibson at 713/630-0103 should you have any
questions.

Sincerely,



CC: ' Elaine Overturf 617 S1
Pam Butler
  Joanne Cortez
  7-Sherrie Gibson

  EC38648B0050173

  t
Endless possibilities.'"'

EXH063-00314

GOVERNMENT
EXHIBIT
  4096
  Crim. No. H-04-25 (S-2)