THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This Agreement, entered into and made effective as of
May 2, 1994, by and between Enron Corp. ("Company"), a
Delaware corporation having its headquarters at 1400 Smith
Street, Houston, Texas 77002, and Ronald J. Burns
("Employee"), an individual residing in Houston, Texas, is
an amendment to that certain Employment Agreement between
the parties entered into the 30th day of June, 1989, and
made effective as of July 1, 1989 (the "Employment
Agreement").

     WHEREAS, the parties desire to amend the Employment
Agreement as provided herein;

     NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, the parties agree as follows:

1.   The Term of Employment as provided for in Article 2 is
amended to provide that the Initial Term shall extend to and
terminate on the last day of the month of August, 1998 or on
any subsequent date as may be agreed upon in writing by
Employee and Company.

2.   In consideration hereof, Company hereby awards to
Employee a grant of Two Hundred Thousand (200,000) stock
options from the Enron Corp. 1991 Stock Plan effective May
2, 1994, which is attached hereto as Exhibit "A".

This Agreement is a third amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, and any amendments thereto, shall remain in full
force and effect and without any change or modification,
except as provided herein.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.


ENRON CORP. 


By:      RICHARD D. KINDER            
Name:    Richard D. Kinder
Title:   President & Chief Operating
         Officer



RONALD J. BURNS
Ronald J. Burns