Enron Carp.

							  bldaston. TX 772574188
							  (723) 833-6761


    August 14, 2001


    Arthur Andersen
    711 Louisiana, Suite 1300
    Houston, Texas 77002


    We are providing this letter in connection with your review of the condensed consolidated
    financial statements of Enron Corp. and subsidiaries (B-iron or the Company) as of June 30, 2001
    and for the three months and six months periods then ended to be included in the company's
    Form 10-Q quarterly report to be filed with the Securities and Exchange Commission (SEC).

    We confirm, to the best of our knowledge and belief as of the date of this letter, the following
    representations made to you during your review.

    I.   Enron management is responsible for the fair presentation of the financial statements
	 referred to above.

    2.   The financial statements to be included in the Form 10-Q are fairly presented, in
	 accordance with 11.5. generally accepted accounting principles, on a basis consistent with
	 that of the audited financial statements as of December 31, 2000, except that we adopted
	 FASH statement 133, Accounting for Derivative Instruments and Hedging Activity as of
	 January 1,200k

    3.   The financial statements to be included in the quarterly report on Form l0-Q comply as to
	 form in all material respects with the applicable accounting requirements of the Securities
	 Exchange Act of 1934 and the related rules and regulations adopted by the SEC, and they
	 are presented on a basis consistent with that of the audited financial statements as of
	 December 31,2000, except that we adopted FASH statement 133, Accounting for
	 Derivative Instruments and Hedging Activity as of January 1, 2001.

    4.   Certain information and footnote disclosures normally included in financial statements
	 prepared in conformity with generally accepted accounting principles have been condensed
	 or omitted pursuant to such rules and regulations, but the disclosures are adequate to make
	 the information presented not misleading.

    5.   We have made available to you all financial records and related data.

    6.   We believe that all material expenditures that have been deferred to future periods will be
	 recoverable.

									 EC 000040150

				 Endless possibilitiesiTM

GOVERNMENT
  EXHIBIT
   4602
  CrunNo H 04-0025





7.    Related-party transactions, including sales, purchases, loans, transfers, leasing
      arrangements and guarantees (whether written or oral), and amounts receivable from or
      payable to related parties have been properly recorded and disclosed in the financial
      statements and the terms of the transactions were reasonable and are representative of
      terms that would be negotiated with unrelated third parties.

8.    The accounting records underlying the financial statements accurately and fairly reflect, in
      reasonable detail, the transactions of Enron.

9.    There have been no communications from regulatory agencies concerning noncompliance
      with or deficiencies in financial reporting practices.

10.   There are no material transactions that have not been properly recorded in the accounting
      records underlying the financial statements.

Ii -  You have brought to our attention misstatements which remain uncorrected at June 30,
      2001 and which are summarized in the accompanying schedule. The effects of those
      misstatements are not material, both individQally and in the aggregate, to the financial
      statements taken as a whole.

12.   Therehasbeenno:

      a.  Fraud involving management or employees who have significant roles in internal
	  control
      b.  Fraud involving others that could have a material effect on the financial statements

13.   Enron has no plans or intentions that may materially affect the carrying value or
      classification of assets and liabilities.

14.   While we are currently marketing or considering selling certain assets and investments in
      consolidated and unconsolidated subsidiaries, Enron has not committed to a formal plan, as
      defined in APH Opinion No. 30, of disposition of any such assets, except as disclosed in
      the consolidated financial statements. Any ultimate dispositions will be dependent on
      various factors including the ability to negotiate favorable sales terms.

15.   The following have been properly recorded or disclosed in the financial statements:

      a.  Capital stock repurchase options or agreements or capital stock reserved for options,
	  warrants, conversions or other requirements.
      b.  Arrangements with financial institutions involving compensating balances or other
	  arrangements involving restrictions on cash balances and lines-of-credit or similar
	  arrangements.

      c.  Deferred income taxes based upon tax planning strategies which Enron currently
	  expects to utilize.

      d.  Agreements to repurchase assets previously sold.                       EC 000040151

      e.  Guarantees, whether written or oral, under which the company is contingently liable

					2





       f. Significant estimates and material concentrations known to management that are
	 required to be disclosed in accordance with the AICPA's Statement of Position 94-6,
	  Oisdasure of Cereain Sign{ficanr Risks and Unceriafnties" (SignWicant estimates axe
	 estimates at the balance sheet date that could change materially within the next year.
	 Concentrations refer to volumes of business, revenues, available sources of supply, or
	 markets or geographic areas for which events could occur that would significantly
	 disrupt normal finances within the next year.)

       g. Provision for any material loss to be sustained in the frlfillment of, or from inability to
	 fulfill, any sales commitments.

       h. Provisions for any material loss to be sustained as a result of purchase commitments
	 for inventory quantities in excess of normal requirements or at prices in excess of the
	 prevailing market prices.

16.    Other than those disclosed in the Form lO-Q, there are no:

       a. Violations or possible violations of laws or regulations whose effects should be
	 considered for disclosure in the financial statements or as a basis for recording a loss
	 contingency

       b. Unasserted claims or assessments that our lawyer has advised us are probable of
	 assertion and must be disclosed in accordance with Financial Accounting Standards
	 Board (FASH) Statement No.5, Accounting for Contingencies.

17.    Based on current estimates, all legal contingencies are adequately accrued and there are no
       other liabilities or gain or loss contingencies that are required to be accrued or disclosed by
       FASS Statement No. 5. With respect go the contingencies disclosed, we have been advised
       that it is remote that a material loss would occur.

18.    Other than specific items enumerated otherwise herein or disclosed in the financial
       statements, Enron has:

       a. Complied with all aspects of contractual agreements that would have a material effect
	 on the financial statements in the event of non-compliance.

       b. Satisfactory title to all owned assets and there are no material liens or encumbrances
	 on such assets nor has any material asset been pledged as collateral.

       c. Both the ability and the iinentto refinance $1.25 billion of short-term debt on along-
	 term basis, including short-term debt of subsidiaries.

19.    Enron's objective related to their merchant assets and investments, which are carried at
       Enron's best estimate of fair value, is to achieve capital appreciation and those assets and
       investments are not expected to be long-term, integrated components of Enron's energy or
       communications networks.

20.    Receivables recorded in the financial statements represent valid claims against debtors for
       sales or other charges arising on or before the balance-sheet date and have been
       appropriately reduced to their estimated net realizable value.

								   EC 000040152
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21.  In determining the impacts of adopting SEAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities", as amended by SPAS No. 137 and 138 (collectively
     'SEAS No. 133), which was adopted on January 1,2001, the Company has elected
     December 31, 1998 as the cut-off date for separately accounting for derivatives embedded
     in hybrid instruments. The Company has performed all procedures reasonably necessary to
     identify all contracts (including those of its consolidated and unconsolidated subsidiaries),
     and has performed all procedures reasonably necessary to review such contracts for
     potential impact as a result of applying SEAS No. 133. Such SEAS No. '.33 impact has
     been considered in the preparation of the Company's financial statements as of June 30,
     2001, as prescribed by SEAS No. 133. Additionally, all derivative contracts are entered
     into with counterpartics who are equivalent to investment grade.

22.  Deferred development costs on an individual project basis at June 30, 2001, represent valid
     development costs for projects that the Company believes are probable of occurring and - -.
     intends to pursue in accordance with the accounting policy as stated in the Company's
     December 31, 2000 consolidated financial statements.

23.  During 1999 and 2000, Enron through various subsidiaries has made loans to Elektro
     directly and through its wholly owned subsidiary. Approximately $264 million of such
     loans since April 1, 2000, which have not otherwise been formally contributed to Elektro
     as equity capital, have been classified as part of the Company's investment in Elektro as
     the loans are deemed to be of a long-term investment nature as defined in SEAS No. 52,
     Foreign Currency Translation. As such, Enron intends to continually extend the maturity
     dates of such loans and accordingly does not anticipate settlement of the loan for the
     foreseeable frture.

24.  In January 2001, the shareholders of Elektro approved a stock split and subsequent book
     value redemption of a number of Elektro shares. The redemption liability of
     approximately 676 million Brazilian Real is scheduled to be paid in installments through
     2005. Approximately 425 million Brazilian Real of such balance remaining at June 30,
     2001 to be paid, net to Enron. has been classified as part of the Company's investment in
     Elektro as such amounts are deemed to be of a Long-term investment nature as defined in
     SEAS No. 52. As such, to the extent that such amounts are eventually paid, Enron intends
     to reinvest such proceeds upon receipt in the form of equity capital in Elektro or loans to
     Elektro, which would not be anticipated to be settled in the foreseeable future.

25.  Enron South America Turbine LLC. a wholly owned subsidiary of Enron Corp, is party to
     a Construction Agency Agreement with Brazilian Power Development Trust related to the
     "RioGen", 'Elektrobolt", and the "Cuiaba II" Facilities. Pursuant to the Construction
     Agency Agreement, the Company has varioUs options to purchase or lease the facilities
     from Brazilian Power Development Trust. Currently our intent is to exercise the lease
     option on the facilities or otherwise exercise our purchase option on the facilities with the
     intention of using the facilities in our operations. Additionally, there are currently no
     events of default in effect as defined in such Construction Agency Agreement and the
     Company has not incurred any "hard costs" (as defined in ETTh Issue No. 96-21, and
     interpretations thereof), which are not subject to reimbursement from the project owners.

26.  We intend to permanently reinvest the approximately $1.8 billion 0f foreign subsidiaries'
     cumulative undistributed earnings outside the United States, and, accordingly, no United
     States income taxes have been provided thereon.

								   EC DM040153
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27.   The disclosures in the financial statements about operating segments are in accordance
      with the PASS statement No. 131 * and the underlying information is that used by the
      Policy Committee to evaluate the performance of segments.

28.   No events have occurred subsequent to the balance-sheet date that have a material effect on
      the financial statements or that should be disclosed in order to keep those financial
      statements from being misleading.

			  L2L~6L

					   Richard A. Causey
					   Executive Vice President and Chief
					   Accounting Officer

James V. Derrick, Jr.
Executive Vice President and General Counsel


								    EC 00D040154

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					 Enron Corp


					2nd Qtr 2001


Summary of Proposed adjusting journal entries - lncomelfoxoonsel

(1)  To properly recognize operating expenses
       for Transredes. (South America)

($24.0)    (PY)

(2)  To properly recognized MTM income related
       to the Eli Lilly contracts in the first quarter (EES)

(3)  To properly reverse income related to the sale
       of the Eli Lilly contracts (EES)

Total:

($33.5)


($33.5)
($21.8)

Pretax
Aftertax (35% statutory rate)

$14.0     (lstQtr)


($33.5)   (2nd Qtr)


($43.5)
($28.3)

				       EC 008040155
Page 1

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