<PAGE> 1
October 9, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Re: Application to Withdraw Registration Statement:
----------------------------------------------
Enron International CPO LP
Enron International CPO, Inc.
Registration Statement on Form S-1
File No. 333-61033; -01
Filed August 7, 1998
Ladies and Gentlemen:
Pursuant to the provisions of Rule 477 of the rules and regulations
under the Securities Act of 1933, Enron International CPO LP and Enron
International CPO, Inc. (collectively, "Enron International") hereby submit
this application to the Commission for its consent to the withdrawal of Enron
International's Registration Statement on Form S-1, File Nos. 333-61033 and
333-61033-01, as filed with the Commission on August 7, 1998 (the "Registration
Statement"). In support of this application, Enron International respectively
submits the following grounds for withdrawal:
(1) The Registration Statement has been on file with the
Commission for a period of in excess of nine months;
(2) Based upon market conditions at this time, Enron
International has determined to postpone the offering
indefinitely, and does not intend to file another amendment
to the Registration Statement updating the financial and
other information contained therein; and
(3) Considering the date of the Registration Statement and
consistent with the criteria for withdrawal set forth in Rule
477, Enron International submits that withdrawal of the
Registration Statement is consistent with the public interest
and the protection of investors.
<PAGE> 2
Securities and Exchange Commission
October 9, 2000
Page 2
Please contact the undersigned if you have any questions concerning
this Application for Withdrawal.
Respectfully submitted,
ENRON INTERNATIONAL CPO LP
By: Enron CPO Holdings, Inc.
its General Partner
By: /s/ ANGUS H. DAVIS
---------------------------------
Angus H. Davis
Vice President
ENRON INTERNATIONAL CPO, INC.
By: /s/ ANGUS H. DAVIS
-----------------------------------------
Angus H. Davis
Vice President
cc: Mr. H. Roger Schwall
Assistant Director, Division of Corporation Finance
