FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


   This Agreement, made and entered into and effective
as of the 9th day of September, 1991, by and between
Enron Power Corp., a Delaware corporation ("EPC") and
Thomas E. White, Jr. ("Employee"), an individual, is
an amendment to that certain Employment Agreement
entered into between the parties the 1st day of July,
1990.

   WHEREAS, the parties desire to amend the
Employment Agreement;

    NOW, THEREFORE, in consideration of the Employee's
continued employment with Company and of the covenants
contained herein, the parties agree as follows:

     1.   The Term set forth on Exhibit A to the
          Employment Agreement is amended to extend
          until the last day of June, 1996.

     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 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 POWER CORP.
                                 
                                 
                                 By:  DAVID H. ODORIZZI
                                 Name: David H. Odorizzi
                                 Title: Executive Vice President and
                                 Chief Financial Officer
                                 
                                 
                                 THOMAS E. WHITE, JR.
                                 
                                 
                                 THOMAS E. WHITE, JR.