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June 19, 2001

PaineWebber Incorporated
109 North Post Oak Lane
Houston, Texas 77024
Attention: Rocky Emery

Enron Corp.
P. O. Box 1188
Houston, Texas 77251-1188
Attention: Rex R. Rogers

RE: Termination Notice: Jeffrey K Skirling Sales Plan Dated November 15, 2000

Dear Sirs:

  Please be advised that, effective as of the above date, June 19, 2001, I am
terminating my Sales Plan dated November 15, 2001 (a copy of which is attached hereto).
Please discontinue any further sales pursuant to the Plan as of such date. Thank you.

Very truly yours,

Jeffrey K. Skilling

EXH049-00033

3657Trr

EC52148A0010939

GOVERNMENT
EXHIBIT
  3765
  Crim. No. H-04-25 (S-2)