Exhibit 24


                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   ROBERT A. BELFER
                                   Robert A. Belfer
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   NORMAN P. BLAKE, JR.
                                   Norman P. Blake, Jr.
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   RONNIE C. CHAN
                                   Ronnie C. Chan
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JOHN H. DUNCAN
                                   John H. Duncan
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JOE H. FOY
                                   Joe H. Foy
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), her true and lawful attorney-in-fact and agent, for
her and on her behalf and in her name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
her hand this 28th day of March, 2000.


                                   WENDY L. GRAMM
                                   Wendy L. Gramm
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   KEN L. HARRISON
                                   Ken L. Harrison
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   ROBERT K. JAEDICKE
                                   Robert K. Jaedicke
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   KENNETH L. LAY
                                   Kenneth L. Lay
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   CHARLES A. LeMAISTRE
                                   Charles A. LeMaistre

<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), her true and lawful attorney-in-fact and agent, for
her and on her behalf and in her name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
her hand this 28th day of March, 2000.


                                   REBECCA MARK-JUSBASCHE
                                   Rebecca Mark-Jusbasche

<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JOHN MENDELSOHN
                                   John Mendelsohn
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JEROME J. MEYER
                                   Jerome J. Meyer
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   PAULO V. FERRAZ PEREIRA
                                   Paulo V. Ferraz Pereira
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   FRANK SAVAGE
                                   Frank Savage
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JEFFREY K. SKILLING
                                   Jeffrey K. Skilling
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JOHN A. URQUHART
                                   John A. Urquhart
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   JOHN WAKEHAM
                                   John Wakeham
<PAGE>
                       POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31, 1999 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L. Lay,
Richard A. Causey, Andrew S. Fastow and Rebecca C. Carter,
and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, for
him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file such
Annual Report on Form 10-K together with any amendments or
supplements thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as
fully to all intents and purposes as the undersigned might
or could do if personally present, hereby ratifying and
confirming all the said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue
hereof.

          IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 28th day of March, 2000.


                                   HERBERT S. WINOKUR, JR.
                                   Herbert S. Winokur, Jr.