=============
Page 1 of 5
=============

MINUTES
MEETING OF THE FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
ENRON CORP.
FEBRUARY 12, 2001

  Minutes of a meeting of the Finance Committee ("Committee") of the
Board of Directors of Enron Corp. ("Company"), noticed to begin at 4:00 p.m.
C.S.T., but actually begun at 4:05 p.m., C.S.T., at the Enron Building, Houston,
Texas.

The following Committee members were present constituting a quorum:

Mr. Herbert S. Winokur, Jr., Chairman
Mr. Robert A. Belfer
Mr. Ronnie C. Chan
Mr. Jerome J. Meyer
Mr. Paulo V. Ferraz Pereira
Mr. Frank Savage
Mr. John A. Urquhart

  Committee member Norman. P. Blake, Jr. was absent from the meeting.
Directors Wendy L. Gramm, Ken L. Harrison, Kenneth L. Lay, John Mendelsohn,
and Jeffrey K. Skilling, Messrs. William S. Bradford, Richard B. Buy, Richard A.
Causey, Timothy A. DeSpain, Andrew S. Fastow, Ben F. Glisan, Jr., David G.
Gorte, Mark E. Koenig, and Jordan H. Mintz, and Ms. Rebecca C. Carter, all of
the Company or affiliates thereof, and Mr. Richard N. Foster, of McKinsey &
Company, Inc., also attended the meeting.

  The Chairman, Mr. Winokur, presided at the meeting, and the Secretary,
Ms. Carter, recorded the proceedings.

  Mr. Winokur called the meeting to order, noted that a draft of the minutes
of the meeting of the Committee held on December 11, 2000 had been distributed
to the Committee members, and called for any corrections or additions. There
being none, upon motion duly made by Mr. Winokur, seconded by Mr. Meyer,
and carried, the minutes of the meeting of the Committee held on December 11,
2000 were approved as distributed.

  Mr. Winokur called upon Mr. Fastow to present the Chief Financial
Officer's report, a copy of which is filed with the records of the meeting. Mr.
Fastow discussed the Company's current and projected key financial ratios,

E0004400790

EXH006-00339

GOVERNMENT
EXHIBIT
  287
  Crim. No. H-04-25 (S-2)


=============
Page 2 of 5
=============

including coverage and leverage ratios, and stated that the ratios were based on the
current plan. He noted that during January the Company had purchased
approximately one million shares of the Company's stock now held in treasury.
He presented a chart depicting the Company's interest rate exposure and noted the
dollar amounts at fixed and at floating interest rates. He then reviewed the
Company's cost of capital, utilizing the CAPM Black Scholes valuation method,
and discussed changes from the last report to the Committee.

  Mr. Winokur changed the agenda to discuss the Company's transactions
with LJM later in the meeting and called upon Mr. Glisan for the Treasurer's
report, a copy of which is filed with the records of the meeting. Mr. Glisan
reviewed the liquidity report as -of January 29, 2001 and noted that the Company's
total liquidity was currently over $8.3 billion. He then reviewed the Company's
outstanding letters of credit and discussed the changes since year end. He
presented the Company's guarantee portfolio as of year end and noted that
required guarantees continued to be higher than normal due to the significant
increase in the volumes transacted by the Company. He then stated that there had
not been any change in the Company's ratings by the rating agencies but noted
that the Company was working on being upgraded to "positive outlook" by
Standard & Poors. Mr. DeSpain joined him for a discussion of the zero coupon
convertible debt security recently issued by the Company.

  Mr. Winokur called upon Mr. Buy to present the Chief Risk Officer's
report, a copy of which is filed with the records of the meeting. Mr. Buy
distributed a handout titled "Supplemental Schedules", a copy of which is filed
with the records of the meeting. He reviewed the Company's major relationship
credit exposures and all of the Company's trade credit exposures that were in
excess of $50 million. He then discussed the Company's internal rating of each
company, the Company's total exposure, and any collateral held by the Company.
He noted that only three of the major relationship credit exposures had a below
investment grade rating. He then reviewed the cash and other collateral that the
Company had received from or paid to its counterparties as of February 8, 2001.
Mr. Skilling joined him for a lengthy discussion of the situation in the California
energy markets and the efforts by the Company to mitigate its credit exposure.

  Mr. Buy then began a discussion of the Company's merchant portfolio and
noted that there had been a significant increase in the Company's gross and net
credit exposure since the end of the third quarter 2000. He then moved to a
discussion of the Risk Assessment and Control ("RAC") group's analysis of Enron
Energy Services LLC- ("EES"). He noted that EES had made significant progress
in continuing to develop projects and obtaining customer approvals and that EES's
project installation phase was now ahead of the plan. He stated that the RAC
group had completed an energy asset management verification project to evaluate

2 E0004400791

EXH006-00340


=============
Page 3 of 5
=============

EES's actual performance relative to its initial engineering estimates. He stated
that the total net present value of all projects was close to the original projected
value but that the standard deviation was quite high. He noted that the RAC group
had determined that the issues facing EES included a wide range of distribution of
the energy efficiency of the outcomes.and an increased need for a premeasurement
process to validate actual energy savings on individual projects. He reviewed the
additional steps that were being undertaken by the RAC group to complete the
analysis of EES's business and commented on the impact of the California energy
crisis on the business efforts. He updated the Committee on the efforts of the EES
and RAC task force and Mr. Skilling joined him for a discussion of certain recent
management changes at EES.

  Mr. Buy then began the market risk update by discussing the profit or loss
that each commodity group had earned during 2000 compared to the average
Value at Risk ("VAR") it had taken. He then presented the same information by
business unit and specific commodity. He reviewed the VAR limit utilization by
commodity for each quarter of 2000 and gave an overview of the VAR
backtesting. He then presented four stress scenarios that had been analyzed by the
RAC group and commented on the potential impact of each scenario on the
Company's earnings. He noted that the potential impact of one of the scenarios
had already been somewhat mitigated since the analysis was done. He then
presented stress testing of the Company's exposure under "worst case" scenarios
of 5% and 25% shifts in commodity prices.

  Mr. Buy then discussed the Company's foreign exchange exposure by
business unit and commented on the amounts that would be recorded in the
Company's currency translation account and income statement. He reviewed a
sensitivity analysis comparing the Company's foreign currency exposure in South
America to that of all the other business units and provided an update on the status
of the RAC group's overall foreign exchange project. He then began a discussion
of the proposed changes to the Enron Corp. Risk Management Policy ("Policy").
He noted that the first change was to increase the aggregate VAR limit by $25
million and Mr. Skilling joined him for a discussion of the reason for the purposed
increase. Mr. Buy then stated that the remaining changes to the Policy related to
the following areas: 1) increases to the net open position limit, maturity /gap limit,
and/or VAR for certain existing commodity groups, 2) establishing permanent net
open position limits, maturity/gap limits, and/or VAR limits for certain
commodities currently under the interim limit section of the Policy, 3) providing
for notification of limit violations and loss notifications to the President and CEO
("CEO") at the discretion of the Chief Risk Officer ("CRO"), rather than the
existing structured reporting, 4) delegation to the CRO of the authority to allocate
the discretionary VAR to facilitate a new market-driven allocation framework,
rather than requiring both the CRO and the CEO to approve, 5) clarifying certain

  E0004400792
3

=XH006-00341


=============
Page 4 of 5
=============

aspects related to the cross-commodity trading section of the Policy, and 6)
specifying the operational control requirement that all trades executed over the
telephone must be recorded electronically. Following a lengthy discussion, upon
motion duly made by Mr. Ferraz Pereira, seconded by Mr. Chan, and carried, all
of the proposed changes to the Policy with the exception of items 3 and 4 above
were approved for recommendation to the Board.

  Mr. Winokur then called upon Mr. Buy to discuss the proposed changes to
the Transaction Approval Process ("TAP"). Mr. Buy stated that the proposed
changes to the TAP were recommended to take into account certain
reorganizations at the Company and to add capital expenditures to the risk
adjusted capital definition to determine the aggregate exposure in transactions.
Following a discussion, upon motion duly made by Mr. Ferraz Pereira, seconded
by Mr. Urquhart, and carried, the proposed changes to the TAP as presented at the
meeting were approved for recommendation to the Board.

  Mr. Winokur then called upon Mr. Gorte to begin the Eli Lilly presentation.
Mr. Gorte noted that the Board had approved a transaction with Eli Lilly in
December of 2000 and stated that the Company was recommending adjustments to
the deal structure to: 1) decrease the approved energy asset project capital, 2) add
LLC capital and mobilization costs, and 3) add a lease component to finance
capital replacement expenditures. He reviewed each of the recommended
adjustments and noted that it would not cause a significant increase in the risks of
the project. Following a discussion, upon motion duly made by Urquhart,
seconded by Mr. Savage, and carried, the proposed adjustments to the Eli Lilly
project presented at the meeting were approved for recommendation to the Board.

  Mr. Winokur then called upon Mr. Glisan to begin the Project Crane
presentation. Mr. Glisan stated that when the Board initially approved Project
Crane the resolution did not provide the Company the flexibility to close the
transaction on balance sheet and that management was recommending an
additional resolution to provide this flexibility. Following a discussion, upon
motion duly made by Mr. Meyer, seconded by Mr. Urquhart, and carried, the
modification to Project Crane as presented at the meeting was approved for
recommendation to the Board.

  Messrs. Bradford, DeSpain, Glisan, Gorte, and Koenig and Directors
Gramm and Skilling left the meeting.

Mr.	Winokur called upon	Messrs. Causey and Fastow to	review the
Company's	procedures regarding	transactions with LJM and the	transactions
completed	in 2000. Mr. Fastow	began with a discussion of the	Company's

4 E0004400793

EXH006-00342


=============
Page 5 of 5
=============

utilization of the LJM vehicles. Mr. Causey reviewed each of LJM's investments
with the Company that were made during 2000. He categorized the investments
into four areas, balance sheet, hedges, income statement, and other, and presented
a brief description of each transaction and the notional dollar amount. He then
reviewed the Company's internal policies and procedures that were in place to
monitor transactions between the Company and LJM, stated that the items had
also been discussed with the Audit and Compliance Committee, and commented
that the process was working effectively. He also noted that the Company had
implemented supplemental efforts to complement the Board-established guidelines
regarding transactions between the Company and LJM.

  There being no further business to come before the Committee, the meeting
was adjourned at 5:45 p.m., C.S.T. n L_'

H:\a Minutes\2001 Minutes\021201 F.doc

5 E0004400794

EXH006-00343