WWW- Enron founder Ken Lay, the slippery schemer convicted of fraud and conspiracy in the energy giant’s monumental collapse, dodged jail after all.

Lay, who faced up to 45 years in prison at his scheduled October sentencing, died of a heart attack early yesterday while vacationing with his wife Linda in Colorado.

His death at age 64 came six weeks after his conviction, and just five days after federal prosecutors asked a judge to force Lay to forfeit $43.5 million he pocketed while conspiring to defraud thousands of investors and employees of his once-mighty international energy conglomerate.

Lay – free on $5 million bond that allowed him to stay in either Houston or Colorado while awaiting sentencing – was on a week’s vacation in the posh Aspen resort area when sheriff’s deputies and the local ambulance corps received a “medical emergency” call at 3:41 a.m. Eastern time.

They rushed to a house in Old Snowmass and transported Lay to Aspen Valley Hospital. He was pronounced dead there at 5:11 a.m., said Joe DiSalvo, investigations director for the Pitkin County Sheriff’s Office.

An autopsy performed by the Mesa County coroner showed he had died of heart disease.

The coroner, Dr. Robert Kurtzman, said the autopsy also revealed that Lay had suffered a heart attack in the past.

“It’s a very sad ending for the whole Lay family saga. There are very few people of his age and abilities who flew as high or who fell so low,” said John Olson, an analyst who enraged Lay with his incredulous reactions to Enron’s often indecipherable financial reports.

Lay’s pastor said the ex-Enron exec had succumbed to “a massive coronary.”

“His death was totally unexpected. Apparently, his heart simply gave out,” said Steve Wende, pastor of the First United Methodist Church of Houston, which the disgraced Enron founder and his wife attended regularly.

A Lay family spokeswomen said the family would have no immediate comment.

“The Lays have a very large family with whom they need to communicate, and out of respect for the family, we will release further details at a later date,” said Kelly Kimberly.

It was not known if Lay had been ailing recently. But during his grueling four-month trial – at which he told jurors he had “achieved the American nightmare” – he often appeared fatigued.

Lay, who enjoyed living large, once owned four homes in Aspen’s exclusive Roaring Fork Valley, and continued to visit the popular resort even after he was forced to sell all his houses in the wake of the 2001 Enron collapse.

The Old Snowmass house where he was vacationing is owned by I.V. Pabst, according to public records.

Fighting back tears at the end of her driveway yesterday, Pabst refused to disclose whether Lay had rented her house or was staying there as her guest.

“Ken was a wonderful, kindhearted, generous neighbor, friend and father,” she told reporters. “In my humble opinion, he was sorely maligned by a bunch of people who didn’t know who he was.”

“He loved being here,” she said. “He was happy, happy, happy.”

Former Enron CEO Jeff Skilling, who was convicted of fraud with Lay on May 25 for hiding the company’s failing finances, refused to comment on his co-conspirator’s death when reached by phone by the Associated Press.

But Skilling’s attorney told the Houston Chronicle, “Jeff is devastated by Ken’s passing.”

“Jeff worked closely with Ken for many years and Ken’s passing is a tremendous loss not only to Jeff but to all of the people who worked with Ken and got to know his. He was a good man,” said lawyer Daniel Petrocelli.

Both Lay and Skilling steadfastly insisted there was no wrongdoing or conspiracy behind Enron’s bankruptcy. But a jury determined that the company’s finances were based on a tangled web of fraudulent partnerships and schemes, not the eye-popping profits that it reported to investors and the public. Lay claimed the company was brought down by bad press, colluding short-sellers, and the corruption of former Enron chief financial officer Andrew Fastow.

He painted himself as a victim of Enron’s collapse and planned to appeal his conviction.

“He was proceeding with his appeal, and was about to retain me to do it,” Sam Buffone, a Washington, D.C., appeals lawyer, told the Houston Chronicle.

Buffone said that in recent weeks, he had met with Lay to discuss his case, and had been helping prepare for Lay’s sentencing hearing.

During his trial, Lay, known as an affable charmer, became irritable and combative, and sometimes self-pitying, on the stand.

He testified that he and his wife, Linda, were once worth $400 million, and complained that it was “all gone.”

He said he had to sell his Aspen houses and three homes in Galveston, Texas, to pay his debts and legal fees, and claimed that his only remaining assets were his $4 million Houston condo and his three cars.

Federal prosecutors disagreed. They claimed he and his wife still had millions in annuities and other investments.

Lay arrogantly defended his post-Enron extravagant spending – including $200,000 on his wife’s birthday party – despite $100 million in personal debt.

“It was difficult to turn off that lifestyle like a spigot,” he told the jurors. In addition to the fraud and conspiracy conviction, Lay also was found guilty at a separate, nonjury trial of bank fraud and making false statements to banks about his personal finances.

In Washington yesterday, White House spokesman Tony Snow distanced President Bush from the former confidant and big-time contributor he had nicknamed “Kenny Boy.”

“The president has described Ken Lay as an acquaintance, and many of the president’s acquaintances have passed on during his time in office,” Snow said.

Lay was born into poverty.

The son of a poor Baptist preacher in Tyrone, Mo., he spent his childhood helping his family make ends meet by delivering newspapers and mowing lawns.

At the University of Missouri, he found his calling in economics. And after graduation, he found his future – in energy – when he went to work for Humble Oil & Refining, which later became part of ExxonMobil.

After a stint in the Navy and a job as an Interior Department undersecretary, he returned to the business world, becoming an executive at Florida Gas, then Transco Energy in Houston, and later as CEO of Houston Natural Gas.

In 1985, Enron was created when HNG merged with InterNorth of Omaha, and Lay was named its chairman and chief executive officer.

The ever social and personable Lay quickly transformed a staid natural gas pipeline company into an international energy powerhouse that reached No. 7 on the Fortune 500 list in 2000 and claimed $101 billion in annual revenues.

He was making big money – and living big, too. Between 1999 and 2001, he earned $220 million.

He contributed generously to the social, cultural and charitable causes – and to the political campaigns of Bush and others.

And he used his cash and newly won connections to head the lobbying effort on behalf of energy deregulation.

During Enron’s meteoric rise, his sometimes golfing buddy, President Bill Clinton, helped him land a $3 billion Power-plant project in India.

And he won renown for Enron when he got the Houston Astros to name their stadium after the company.

When the Enron scandal erupted, Lay hoped his connections would help him out with a government bailout or a face-saving merger – but none of his friends wanted to risk going to bat for the corruption-scarred company.