Message from Stephen Cooper, CEO ,
 Yesterday, Stephen Cooper,  Enron's newly appointed CEO, communicated to our Houston employees via voicemail yesterday.   Pasted below is the transcript of that message.

STEPHEN F. COOPER VOICEMAIL
January 29, 2002


Good morning everyone, this is Steve Cooper ? it's the morning of January 29th and I wanted to take an opportunity to introduce myself and tell you how pleased I am to have been selected as Enron's interim CEO.  My firm, Zolfo Cooper, my partners and I have assisted hundreds of companies as they have worked their way through the restructuring and reorganization process.  I just wanted to give you some of my thoughts about it as we move forward.

I can't imagine what the past few months have been like for all of you.  I'm sure it's been incredibly difficult, particularly with the glare of the media attention and the numerous investigations and inquiries that have been launched and continue to be launched.  In that environment, I've got to believe it's difficult, if not impossible, for you to focus on what lies ahead for Enron and for the organization.

I'm not going to bother to restate what is in the press release announcing my selection and our new management team this morning, however, I'd like to tell you how we typically approach situations like this.

It's been the experience of myself, my firm, my partners, that in helping companies emerge from bankruptcy, we look at a number of key metrics to gauge the potential for successful restructurings.  Those metrics are typically the organization, the asset base that the company has to bring to bear, customer base, and liquidity.  From what I've been able to tell over the last couple of days and with my exposure to the management team here, Enron has a very, very bright, very capable, very committed, hardworking and dedicated organization.  All of the people I have met are committed to reorganize, restructure and bring Enron to a successful new beginning and emerge from bankruptcy.

Number 2, the physical assets look to me to be of an enormous advantage here.  The regulated assets, the pipelines, the generating plants provide steady and reliable cash flow and provide a very sound fundamental base to restructure around.

Third, loyal customers.  Most of Enron's customers have continued to stand by the company and continue to take delivery of natural gas and electricity on a daily basis.

And fourth, liquidity looks good with the cash the company has on hand, the cash it expects to generate in the near term, and with the backstop of the DIP financing, it doesn't appear that we will have any liquidity issues going forward.

With those four resources nicely in place, I'm very confident that we can successfully restructure this company.  I don't want to leave the impression that it will be easy.  It's going to be an enormous amount of work.  There will be upsets, issues, and concerns along the way.  But I can tell you that I've seen companies in bankruptcy that don't have nearly as strong a position as this company.  They were able to emerge successfully from bankruptcy, and I'm certain Enron will also.

I'm looking forward to working with all of you over the next few months and I'm very pleased to be here.  Jeff, Ray and I will keep you informed on a regular basis as we move forward.  If there are any thoughts, concerns, issues that you would like to bring to my attention, please don't hesitate to drop me a note or give me a call.

Thanks so much, and I look forward to working with all of you.


______________________
ENA Human Resources
x7404
x8321
robert.anderson@enron.com, robert.badeer@enron.com, serena.bishop@enron.com, 