RESTRICTED STOCK DEFERRAL OPPORTUNITY

This message is to remind you of your opportunity to defer restricted stock
that may be released to you during 2001 into the Enron Corp. 1994 Deferral
Plan (or the Enron Expat. Services, Inc. Deferral Plan for expatriates).
Information concerning this opportunity was delivered to you earlier this
week.

If you want to participate in this program, please complete an election form
at your earliest convenience. Forms should be returned to my attention
(EB1614 or via facsimile 713-646-4858).

I will be away from the office next week; please do not hesitate to call
Renee Ratcliff (713-345-7960) or Mary McKendree (713-345-8085) with any
questions.

Thank you!

Kim Bolton
Executive Compensation
713-853-7084