FIRST 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 Jack I. Tompkins
("Employee"), an individual residing in Houston, Texas, is
an amendment to that certain Employment Agreement between
the parties entered into and made effective as of October 1,
1991 (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 September, 1997 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 One Hundred Thousand (100,000) stock
options from the Enron Corp. 1991 Stock Plan effective May
2, 1994, which is attached hereto as Exhibit "A".

This Agreement is the first amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement 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:   E. P. SEGNER III         
Name: Edmund P. Segner, III
Title: Executive Vice President


JACK I. TOMPKINS
Jack I. Tompkins