Are the certificate(s) to be issued by BONY restricted or common?  (sounds
like restricted and to be issued in the name of PEP)  I think that we can
lodge the physical securities at MS (in the vault) for the account of
Enron....Holdings XII with a stock power from PEP.  Are we headed in the same
direction here?  SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 01/18/2000
12:21 PM ---------------------------

Bruce Harris@ENRON_DEVELOPMENT
01/18/2000 11:19 AM
To: Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique
Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara
Shackleton@ENRON_DEVELOPMENT, Bruce
Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Re: Millenium ADR(s)

What you are suggesting after your discussion with Sara is what I am
suggesting.  The parent has the account; it holds the securities on behalf of
its Brazil sub.  I would very much like to remove SPE from the chain quickly
if possible so that if there is a CPMF assessed on the in-kind capital
reduction, we don't have to pay it twice.  I think that would also simplify
Robert's legal request.  Any objections?

Regards,  Bruce

Lynn Aven
01/18/2000 10:31 AM
To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique
Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara Shackleton@ENRON_DEVELOPMENT

Subject: Re: Millenium ADR(s)

The ADR's will be legally owned by PEP until we make a decision to move them
out and go through the process of having a capital reduction to move the
shares out of PEP.  Per discussions with Sara, we need to ascertain whether
MS will hold the ADR's in a security account in the name of the Enron  Brazil
Power Holding XII on behalf of PEP.

I just looked at the legal ownership of PEP and noted that there is another
Brazilian limitada, SPE between Enron Brazil Power Holdings XII and PEP.  I
assume that we will have filings for two capital reductions, one for PEP and
one for SPE unless SPE was removed from the ownership chain and that
transaction has not been reflected in the Corporate Secretary data base.  SPE
was placed in the chain of owenrship for the Comgas bid and I am not sure
whether it got removed when we recycled the entity.

Lynn

Bruce Harris
01/18/2000 05:05 AM
To: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lynn
Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Re: Millenium ADR(s)

If MS can do it thats great.  Is there any problem per MS with the parent
CayCo receiving the ADRs and holding them in its sub-account on behalf of
PEP?  Perhaps Sara could inquire.  These are physical certifciates (if issued
as restricted) so I don't know if the MS account is set up for physical
custody or whether we need to prepare some additional documentation.

Regards,  Bruce

	Enron International

	From:  Robert H George                           01/17/2000 04:43 PM

To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique
Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lynn
Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: Millenium ADR(s)

BONY has asked us to send them a letter instructing them to issue the ADR(s)
and specifying where and to whom to deliver the certificates.  I will prepare
the instruction letter, but I am assuming that we want someone at Morgan
Stanley to take actual possession of the certificates.  In any event, I need
someone to tell me where the certificates should land and give me a physical
address for  the certificates.


Rob,

Let's discuss an action plan

Louise


Here is the schedule for the Lincoln plant and the confirms.  Please give me
a call if you have any questions.  Thanks!
Ben