SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Agreement, made and entered into on this 5th day
of March, 1992, and made effective as of March 1, 1992, by
and between Enron Corp. ("Enron"), a Delaware corporation
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Kenneth L. Lay ("Employee"), an individual
residing in Houston, Texas, is an amendment to that certain
Employment Agreement between the parties effective September
1, 1989 (the "Employment Agreement").

     WHEREAS, the Employment Agreement incorporates the
terms and provisions of a Stock Finance Agreement attached
to the Employment Agreement as Exhibit C, as though recited
therein in their entirety; and

     WHEREAS, the parties desire to amend a certain
provision of the Stock Finance Agreement;

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

1.   Section 2.04 of the Stock Finance Agreement is deleted
in its entirety and the following is substituted in its
place:

     "SECTION 2.04.  Interest.  The Borrower shall pay
interest, compounded annually, on the unpaid principal and
interest at an annual rate of seven and five-tenths of one
percent (7.5%)."

2.   This Agreement is an amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, as amended by any prior 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:  JOHN H. DUNCAN                             
Title: Chairman, Executive Committee of Board


KENNETH L. LAY

KENNETH L. LAY                                   
Employee