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U.S. Securities and Exchange Commission


In the Matter of
Application of Stephen Forbes Cooper, LLC, PGE Trust (a to-be-formed entity) and Enron Corp. for Exemption Under the Public Utility Holding Company Act of 1935
(SEC File No. 70-10190).


Administrative Proceeding
File No. 3-11373


Pursuant to the order of the Commission in this proceeding dated February 6, 2004 (the "Extension Order"), the Division of Investment Management ("Division") and Enron Corp. ("Enron") hereby report on the progress of the offer of settlement filed by Enron in this proceeding.

On February 6, 2004, Enron proffered a settlement offer ("Settlement Offer") that, if accepted by the Commission, would resolve this administrative proceeding and result in Enron's registration as a holding company under the Public Utility Holding Company Act of 1935 (the "Act"). In connection with the Settlement Offer, Enron also filed on February 6, 2004 two applications for Commission authorization under the Act.1 The two applications were noticed on February 6, 2004.2 The notice period expired on February 27, 2004. No comments or requests for hearing were filed and the applications have now been presented to the Commission for decision.

It is expected that simultaneously or just prior to the issuance by the Commission of orders granting the two applications, and the issuance of a report by the Commission on the chapter 11 plan of Enron and its debtor subsidiaries under Section 11(g) of the Act, Enron, Stephen Forbes Cooper, LLC and PGE Trust would withdraw their application for exemption under Section 3(a)(4) in this proceeding and Enron would register as a holding company under the Act.

Respectfully submitted,

Paul F. Roye
David B. Smith, Jr.
Catherine A. Fisher
M. Cathey Baker
David G. LaRoche
Alberto H. Zapata
Christopher W. Chow
Attorneys for the Division of Investment Management
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
William S. Lamb
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-5389
Attorney for Enron Corp.

Dated March 8, 2004

1 The first application, SEC File No. 70-10199, requests Commission authorization of the chapter 11 plan for Enron and its debtor subsidiaries and other relief related to soliciting the votes of creditors on the plan. This is referred to as the Plan Application. The second application, SEC File No.-10200, seeks various authorizations under the Act that are required by Enron and its subsidiaries to operate as a registered holding company system. This is referred to as the Omnibus Application. The Omnibus Application seeks authorization for a variety of financing transactions, affiliated transactions and corporate restructuring actions that would permit the Enron group to continue the process of rationalizing its corporate structure, settling claims, and selling assets to maximize the value of the debtors' estates in bankruptcy.

2 Holding Co. Act Release No. 27799 and 27800 (Feb. 6, 2004).



Modified: 03/09/2004