Revised UCC ,
 As we discussed, I have attached a memo that discusses the Revised UCC
generally and an outline that focuses on the transition.  Please call me if
you have any questions.

(See attached file: #441719 v1 - Revised UCC Memo.doc)(See attached file:
#561103 v4 - Revised Article 9 Transition Memo.doc)

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com
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 - #441719 v1 - Revised UCC Memo.doc
 - #561103 v4 - Revised Article 9 Transition Memo.doc
carol.st.clair@enron.com