ENRON CORP/OR/
U-3A-2, 1997-07-02
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM U-3A-2

              Statement by Holding Company Claiming Exemption Under
          Rule U-3A-2 from the Provisions of the Public Utility Holding
                               Company Act of 1935
                      To Be Filed Annually Prior to March 1

                                   ENRON CORP.

hereby files with the Securities  Exchange  Commission,  pursuant to Rule 2, its
statement  claiming  exemption as a holding  company from the  provisions of the
Public  Utility   Holding  Company  Act  of  1935,  and  submits  the  following
information:

1.       Name,  State of  organization,  location  and  nature  of  business  of
         claimant and every subsidiary thereof,  other than any exempt wholesale
         generator (EWG) or foreign  utility company in which claimant  directly
         or indirectly holds an interest.

         See APPENDICES I and II.

         The information  contained in the appendices  filed under cover of Form
         SE is in preliminary form and will be completed by amendment.

2.       A brief description of the properties of claimant and each
         of its subsidiary public utility companies used for the
         generation, transmission, and distribution of electric
         energy for sale, or for the production, transmission, and
         distribution of natural or manufactured gas, indicating the
         location of principal generating plants, transmission lines,
         producing fields, gas manufacturing plants, and electric and
         gas distribution facilities, including all such properties
         which are outside the State in which claimant and its
         subsidiaries are organized and all transmission or pipelines
         which deliver or receive electric energy or gas at the
         borders of such State.

         RESPONSE: NONE.

3.       The following information of the last calendar year with
         respect to claimant and each of its subsidiary public
         utility companies:

                  (a)      Number of kwh of electric energy sold at retail or
                           wholesale and natural or manufactured gas
                           distributed at retail;

                  (b)      Number of kwh of electric energy and Mcf of
                           natural or manufactured gas distributed at retail
                           outside the State in which each such company is
                           organized;

                  (c)      Number of kwh of  electric  energy and Mcf of natural
                           or manufactured gas distributed at wholesale  outside
                           the State in which each such company is organized, or
                           at the State line;

                  (d)      Number of kwh of  electric  energy and Mcf of natural
                           and manufactured  gas purchased  outside the State in
                           which each such  company is organized or at the State
                           line.

                  RESPONSE: NONE.

4.       The  following  information  for the  reporting  period with respect to
         claimant and each interest it holds directly or indirectly in an EWG or
         a foreign utility  company,  stating  monetary amounts in United States
         dollars.  The information  that follows is in preliminary form and will
         be completed by amendment.


<TABLE>
                          Electric Wholesale Generators

<S>                      <C>              <C>               <C>           <C>                             <C>    
                         Incorpor                                                                         %Enron
Subsidiary               ation             City             State          Purpose                       Ownership
(1)Enron-                Delaware          Houston          Texas          Development,                   100.00
Richmond                                                                   construction and
Power Corp.                                                                operation of
                                                                           cogeneration and
                                                                           independent power
                                                                           facilities
                                                                          (acquire plant in
                                                                           Virginia)

(1)(2)Richmond           Delaware          Houston          Texas          Owner and                       50.00
Power                                                                      operation of
Enterprise                                                                 combined cycle
L.P.                                                                       cogeneration
                                                                           facility in
                                                                           Richmond, VA

Hainan Meinan            China             Haikou,          China          To develop, build,             100.00
Power Company                              Hainan                          own, operate,
CJV                                        Province                        maintain, manage,
                                                                           and administer the
                                                                           power plant,
                                                                           arrange financing
                                                                           for the power
                                                                           plant, and produce
                                                                           and sell
                                                                           electricity

(3)Milford               Massachusetts      Milford         MA             Owns EWG plant in              100.00
Power                                                                      Milford,
Associates,                                                                Massachusetts
Inc.
Trakya                   Turkey            Kavakli          Turkey         To build and                    50.00
Elektrik                                   dere/                           operate power
Uretim ve                                  Ankara                          stations; to
Ticaret A.S.                                                               generate and
                                                                           wholesale
                                                                           electrical energy
(1)      Electric Wholesale Generator/Qualifying Facility
(2)      Asset sold February 25, 1997
(3)      Asset sold August 1, 1996


                                                                                                                          
San Juan                 Puerto              Mirimar        Puerto      Distribution and sale             100.00
Gas                      Rico                Santurce       Rico        of gas via
Company,                                                                underground pipeline
Inc.                                                                    system in San Juan,
                                                                        Puerto Rico

Subic Power              Philippines         Metro          Philippines To design, construct,              50.00
Corp.                                        Manila                     own and operate power
                                                                        generating facilities
                                                                        in the Republic of
                                                                        the Philippines

Enron Power             Philippines          Metro          Philippines Holding company for               100.00
Philippines                                  Manila                     interests in power
Corp.                                                                   plant facilities in
                                                                        the Republic of the
                                                                        Philippines

Enron Subic             Philippines         Manila         Philippines   Lease and operate                 99.00
Power Corp.                                                              electric/power
                                                                         generating facilities

Enron                   Delaware            Houston         Texas        To provide a                      73.00
Equity                                                                   deconsolidated entity
Corp.                                                                    for tax purposes into
                                                                         which earnings of
                                                                         Transportadora de Gas
                                                                         del Sur, S.A.,
                                                                         Bantagas Power Corp.
                                                                         and Subic Power

ECT                     Cayman              Grand            Cayman      To be utilized in                100.00
Colombia                Islands             Cayman           Islands     connection with the
Pipeline                                                                 bid to purchase
Holdings 2                                                               shares in PROMIGAS
Ltd.                                                                     S.A., ESP.

Enron Power             England             London           England     Operations and                    50.00
Operations                                                               Management
Teesside

Smith Enron             Turks &             Grand            Turks       To construct,
Cogeneration            Caicos              Turk             &           acquire, own, manage
Limited                 Isles                                Caicos      and operate the
Partnership                                                  Islands,    project (a 185 MW
                                                             B.W.I.      barge-mounted power
                                                                         generated facility)
                                                              
Teesside                England             London           England     Responsible for the              100.00
Gas                                                                      gas liquids and gas
Processing                                                               processing plant
Limited                                                                  being built in
                                                                         conjunction w/
                                                                         Teesside Cogen plant

Teesside               England             London           England      Responsible for gas              100.00
Gas                                                                      supply going to the
Transportat                                                              Teesside Cogen plant
ion Limited


Teesside               England             London           England       Main Activity:                   85.00
Power                                                                     Holding Company
Holdings
Limited

Teesside               England             London           England       Pending                          50.00
Power                                                          
Limited


</TABLE>



The  above-named  claimant has caused this  statement to be duly executed on its
behalf by its authorized officer on this 2nd day of July, 1997.


                                                   Enron Corp.

                                                   /s/ J. Clifford Baxter
                                                   By: J. Clifford Baxter
                                                   Title: Senior Vice-President,
                                                   Corporate Development


CORPORATE SEAL
Attest: /s/

- -----------------------------
Name,  title,  and  address  of  officer  to  whom  notices  and  correspondence
concerning this statement should be addressed:


Robert D. Eickenroht
Assistant General Counsel
Enron Corp.
1400 Smith Street
Houston, Texas 77251



                                    EXHIBIT A


         A consolidating statement of income and surplus of the claimant and its
subsidiary  companies for the last calendar year,  together with a consolidating
balance sheet of claimant and its  subsidiary  companies as of the close of such
calendar year.

         To be filed by amendment.



                                    EXHIBIT B
                             Financial Data Schedule


         If,  at the time a report  on this form is  filed,  the  registrant  is
required to submit this report and any  amendments  thereto  electronically  via
EDGAR,  the registrant  shall furnish a Financial  Data  Schedule.  The Schedule
shall set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.

         Financial Data Schedule attached.
         


                                    EXHIBIT C


         An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.

         Filed under cover of Form SE. The information  contained  therein is in
preliminary form and will be completed by amendment.



<TABLE> <S> <C>

<ARTICLE> OPUR3
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                              16,137,000
<TOTAL-OPERATING-REVENUES>                  13,289,000
<NET-INCOME>                                   584,000
        

</TABLE>


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