Public Utility Holding Company Act of 1935 - Section 17( c ) and Rule 70
Enron Corporation

March 11, 2004

Based on the facts and representations in your letter of March 9, 2004, and without necessarily agreeing with your legal analysis, we would not recommend any enforcement action to the Commission under section 17(c) of the Public Utility Holding Company Act of 1935 and rule 70 against Enron solely because Messrs. Ballantine and Haddock continue to serve as directors on Enron's board under the circumstances and for the limited period of time described in your letter.

You should note that facts or conditions different from those presented in your letter might require a different conclusion. Further, this response expresses only the Division's position on enforcement action. It does not purport to express any legal conclusion on the questions presented.

David G. LaRoche
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/enron031104.htm