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JUN.29.2001 12:30AM

June 29, 2001

Rocky Emery
Paine Webber, Inc.
Private Client Group
109 N. Post Oak Lane, Suite 150
Houston, TX 77024

NO. e03 P.6/6
a

RE: Sale of 82,747 shares of Enron Corp. to Company for Repayment of
$4,000,000 LOC through June 28, 2001

Dear Rocky:

  This letter is your authority to transfer 41,728 shares of Enron Corp. stock
from the stock option award, Grant #3781, with an exercise date of 5/04/99 in
Paine Webber Acct. HM-E0133-ES to the Enron Corp. Omnibus Paine Webber
Acct. HS-54630-EN by or before Tuesday, July 3,2001. The remaining 41,019
shares will be delivered in certificate form directly to Enron Corp.

l Please call Sher ie Gibson at 713/630-0103 should you have any
questions.

Sincerely,

CC: Elaine Overturf
Pam Butler
Joanne Cortez
Sherrie Gibson

EC38648B0050199

EXH063-00320

GOVERNMENT
EXHIBIT
  4102
  Crim. No. H-04-25 (S-2)