ENRON CORP/OR/, S-3, 1997-10-20

ENRON CORP/OR/
S-3, 1997-10-20
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)

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<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 1997
Registration No. 333-______

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

------------------

ENRON CORP.
(Exact name of registrant as specified in its charter)

Oregon 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

------------------

1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

------------------

Rex R. Rogers, Esq.
Enron Corp.
Vice President and Associate General Counsel
1400 Smith Street
Houston, Texas 77002
(713) 853-3069
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions and other factors.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C> <C> <C> <C>
==========================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee

Common Stock,
no par value............. 176,634 $39.03 $6,894,255 $2,090(3)
shares
==========================================================================================================
</TABLE>

(1) Plus such indeterminable number of additional shares of Common Stock
as may be issued from time to time as a result of adjustments for
certain stock dividends and stock splits.
(2) Estimated solely for the purposes of calculating the registration fee
(based on the average of the high and low prices of the Common Stock
as reported in the New York Stock Exchange composite transaction
reporting system on October 14, 1997).
(3) Paid herewith.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 20, 1997

[ENRON LOGO]

176,634 Shares

Common Stock

_____________

This Prospectus relates to up to 176,634 shares (the "Shares") of
Common Stock, no par value (the "Common Stock"), of Enron Corp., an Oregon
corporation ("Enron"), which may be offered from time to time by certain
stockholders named herein (the "Selling Stockholders").

Enron has been advised that the Shares being offered hereby may be
sold from time to time by or on behalf of the Selling Stockholders in
non-underwritten distributions on the New York Stock Exchange at prices
prevailing on the New York Stock Exchange at the time of sale. Enron will
not receive any of the proceeds of any such sale. See "Plan of
Distribution."
Enron's Common Stock is listed on the New York, Chicago and Pacific
Stock Exchanges. On October 20, 1997, the last reported sales price of the
Common Stock on the New York Stock Exchange was $41.13 per share.

_____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

_____________

The date of this Prospectus is _________, 1997.
<PAGE> 3

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ENRON OR
THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ENRON SINCE SUCH
DATE.

AVAILABLE INFORMATION

Enron is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Northeast Regional Office, 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. Enron's Common Stock is listed on the New York, Chicago
and Pacific Stock Exchanges. Reports, proxy statements and other information
concerning Enron can be inspected and copied at the respective offices of these
exchanges at 20 Broad Street, New York, New York 10005; 120 South LaSalle
Street, Chicago, Illinois 60603; and 301 Pine Street, San Francisco, California
94014.

This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by Enron with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Shares offered
hereby. This Prospectus does not contain all of the information set forth in
such Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to such
Registration Statement and to the exhibits relating thereto for further
information with respect to Enron and the Shares offered hereby. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
or incorporated by reference herein are not necessarily complete, and in each
instance reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified
in its entirety by such reference.

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<PAGE> 4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Effective July 1, 1997, Enron Corp., a Delaware corporation ("Old
Enron"), was reincorporated in Oregon by means of a merger with and into Enron
Oregon Corp., an Oregon corporation, which changed its name to Enron Corp. upon
consummation of the merger. Unless the context otherwise requires, as used
herein the term "Enron" refers to Enron Corp., an Oregon corporation, and to
Old Enron, it predecessor Delaware corporation.

The following documents filed by Enron with the Commission pursuant to
the Exchange Act are incorporated herein by reference:

(a) Annual Report on Form 10-K for the year ended December 31,
1996;

(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997;

(d) The description of Enron's capital stock set forth in Enron's
Registration Statement on Form 8-B filed on July 2, 1997.

The following documents filed by Old Enron with the Commission
pursuant to the Exchange Act are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1996;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and

Each document filed by Enron pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

Enron will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the foregoing documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to Secretary Division,
Enron Corp., at its principal executive offices, 1400 Smith Street, Houston,
Texas 77002 (telephone: 713-853-6161).

3
<PAGE> 5
BUSINESS OF ENRON

Enron, an Oregon corporation, is an integrated natural gas and
electricity company headquartered in Houston, Texas. Essentially all of
Enron's operations are conducted through its subsidiaries and affiliates which
are principally engaged in the transportation and wholesale marketing of
natural gas to markets throughout the United States and internationally through
approximately 36,000 miles of natural gas pipelines; the exploration for and
production of natural gas and crude oil in the United States and
internationally; the production, purchase, transportation and worldwide
marketing of natural gas liquids and refined petroleum products; the
independent (i.e., non-utility) development, promotion, construction and
operation of power plants, natural gas liquids facilities and pipelines in the
United States and internationally; and the non-price regulated purchasing and
marketing of electricity and other energy related commitments.

On July 1, 1997, Enron acquired Portland General Corporation, the
parent company of Portland General Electric Company ("PGE"), by means of a
merger of Portland General Corporation with and into Enron. As a result of the
merger, PGE is a subsidiary of Enron. PGE is an electric utility engaged in
the generation, purchase, transmission, distribution and sale of electricity in
the State of Oregon. PGE also sells energy to wholesale customers throughout
the western United States.

TRANSPORTATION AND OPERATION. Enron's operations include interstate
transmission of natural gas, construction, management and operation of natural
gas and natural gas liquids pipelines, liquids plants, clean fuel plants and
power facilities. Enron and its subsidiaries operate domestic interstate
pipelines extending from Texas to the Canadian border and across the southern
United States from Florida to California. Included in Enron's domestic
interstate natural gas pipeline operations are Northern Natural Gas Company
("Northern"), Transwestern Pipeline Company ("Transwestern"), and Florida Gas
Transmission Company ("Florida Gas") (indirectly 50% owned by Enron), and all
such pipelines are subject to the regulatory jurisdiction of the Federal Energy
Regulatory Commission. Each pipeline serves customers in a specific
geographical area: Northern, the upper Midwest; Transwestern, principally the
California market and pipeline interconnects on the east end of Transwestern's
system; and Florida Gas, the State of Florida. In addition, Enron holds a 13%
interest in Northern Border Partners, L.P., which owns a 70% interest in the
Northern Border Pipeline system. An Enron subsidiary operates the Northern
Border Pipeline system, which transports gas from western Canada to delivery
points in the midwestern United States.

DOMESTIC GAS AND POWER SERVICES. Through its wholly owned subsidiary
Enron Capital & Trade Resources Corp. and its affiliated companies ("ECT"),
Enron purchases natural gas, natural gas liquids, electricity and other energy
products through a variety of contractual arrangements, including both
short-term and long-term contracts, the arrangement of production payment and
other financing transactions, and other contractual arrangements. ECT markets
these energy products to local distribution companies, electric utilities,
cogenerators, and both commercial and industrial end-users. ECT also provides
price risk management services in connection with natural gas, natural gas
liquids and electricity transactions through both physical delivery and
financial arrangements.

4
<PAGE> 6
ECT offers a broad range of non-price regulated natural gas merchant
services by tailoring a variety of supply and marketing options to its
customers' specific needs. ECT's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. ECT provides these
services through a variety of instruments, including forward contracts, swap
agreements and other contractual commitments.

ECT recently established Enron Energy Services ("EES") to pursue the
significant growth opportunities in anticipation of a fully competitive retail
natural gas and electricity market. As states begin to deregulate their
natural gas and electricity markets, and as these markets continue to converge,
EES's goal is to provide end-users with a broad range of energy choices at more
competitive prices. EES has participated in selected natural gas and electric
retail marketing pilot programs, including a state-wide electricity pilot in
New Hampshire, where individual customers are free to select the power provider
of their choice. EES will continue to participate in such programs.

INTERNATIONAL OPERATIONS AND DEVELOPMENT. Enron's international
activities principally involve the independent (non-utility) development,
acquisition, financing, promotion and operation of natural gas and power
projects in emerging markets, and the marketing of natural gas liquids and
other liquid fuels. Development projects are focused on power plants, gas
processing and terminaling facilities, and gas pipelines, while marketing
activities center on fuels used by or transported through such facilities.
Enron's international activities include management of direct and indirect
ownership interests in and operation of power plants in England, Germany,
Guatemala, the Dominican Republic, the Philippines and China; pipeline systems
in Argentina and Colombia; retail gas and propane sales in the Caribbean basin;
processing of natural gas liquids at Teesside, England; and marketing of
natural gas liquids and other liquid fuels worldwide. Enron is also involved
in power, pipeline and liquefied natural gas projects in varying stages of
development in China, India, Puerto Rico, Italy, Turkey, Qatar, Vietnam,
Israel, Jordan, Bolivia, Brazil, Indonesia, Poland and elsewhere.

EXPLORATION AND PRODUCTION. Substantially all of Enron's natural gas
and crude oil exploration and production operations are conducted by its
subsidiary, Enron Oil & Gas Company ("EOG"). EOG is engaged in the exploration
for, and development and production of, natural gas and crude oil primarily in
major producing basins in the United States, as well as in Canada, Trinidad,
India and, to a lesser extent, selected other international areas. At December
31, 1996, EOG had estimated net proved natural gas reserves of 3,675 billion
cubic feet, including 1,180 billion cubic feet of proved undeveloped methane
reserves in the Big Piney, Wyoming deep Paleozoic formations, and estimated net
proved crude oil, condensate and natural gas liquids reserves of 55 million
barrels, and at such date, approximately 74% of EOG's reserves (on a natural
gas equivalent basis) was located in the United States, 9% in Canada, 10% in
Trinidad, and 7% in India. Enron currently owns 53% of the outstanding common
stock of EOG.

5
<PAGE> 7
SELLING STOCKHOLDERS

The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock which may be regarded as beneficially
owned by such Selling Stockholder, and the number of shares being offered
hereby by such Selling Stockholder.

<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered
- ------------------- ------------------ ----------------
<S> <C> <C>
Donald C. Bentley 9,012 9,012

Donald C. Bentley II 149,958 149,958

Lee A. Jestings 17,664 17,664

</TABLE>
The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements of the Securities Act.

DESCRIPTION OF ENRON CORP. CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

At October 6, 1997, the authorized capital stock of Enron was
616,500,000 shares, consisting of:

(a) 16,500,000 shares of Preferred Stock, no par value, of which:

(i) 1,337,995 shares of Cumulative Second Preferred Convertible
Stock were outstanding, and

(ii) 35.568509 shares of 9.142% Perpetual Second Preferred Stock
were issued and held by an Enron subsidiary; and

(b) 600,000,000 shares of Common Stock, no par value, of which
298,858,279 shares were outstanding.

The following descriptions of certain of the provisions of the Amended
and Restated Articles of Incorporation of Enron (the "Enron Charter") and the
Bylaws of Enron ("Enron Bylaws") are summaries and do not purport to be
complete, and are qualified in their entirety by reference to the Enron Charter
and the Enron Bylaws filed as exhibits to this Registration Statement.

COMMON STOCK

Enron is authorized to issue up to 600,000,000 shares of Enron Common
Stock. The holders of Enron Common Stock are entitled to one vote for each
share on all matters submitted to a vote of shareholders and do not have
cumulative voting rights in the election of directors. The holders of Enron
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors of Enron out of legally available funds
subject to the rights of any preferred stock. In the event of liquidation,
dissolution or winding up of Enron, the holders of Enron Common Stock are
entitled to share ratably in all assets of Enron remaining after provision for
payment of liabilities and satisfaction of the liquidation preference of any
shares of Enron Preferred Stock that may be outstanding. The holders of Enron
Common Stock have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of Enron Common

6
<PAGE> 8
Stock may become subject to those of holders of Enron Preferred Stock,
including any series of Enron Preferred Stock issued in the future.

PREFERRED STOCK

Enron is authorized to issue up to 16,500,000 shares of Preferred
Stock ("Enron Preferred Stock"). An aggregate of 1,370,000 shares of Enron
Preferred Stock are designated the Cumulative Second Preferred Convertible
Stock ("Enron Convertible Preferred Stock"), and an aggregate of 35.568509
shares of Enron Preferred Stock are designated the 9.142% Perpetual Second
Preferred Stock ("Enron 9.142% Preferred Stock").

In addition to the Enron Convertible Preferred Stock and the Enron
9.142% Preferred Stock, the Enron Board of Directors has authority, without
shareholder approval (except to the extent that holders of any series of Enron
Preferred Stock are entitled by their terms to class voting rights), to issue
shares of Enron Preferred Stock in one or more series and to determine the
number of shares, designations, dividend rights, conversion rights, voting
power, redemption rights, liquidation preferences and other terms of any such
series. The issuance of Enron Preferred Stock, while providing desired
flexibility in connection with possible acquisitions and other corporate
purposes, could adversely affect the voting power of holders of Enron Common
Stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation and could have the effect of delaying, deferring or
preventing a change in control of Enron.

ENRON CONVERTIBLE PREFERRED STOCK

The following summary of the terms of the Enron Convertible Preferred
Stock is qualified in its entirety by reference to the form of series
designation for the Enron Convertible Preferred Stock filed as an exhibit to
this registration statement.

The annual rate of dividends payable on shares of the Enron
Convertible Preferred Stock is the greater of $10.50 per share or the dividend
amount payable on the number of shares of Enron Common Stock into which one
share of Enron Convertible Preferred Stock are convertible (currently 13.652
shares, subject to adjustment). Such dividends are payable quarterly on the
first days of January, April, July and October. These dividend rights are
superior to the dividend rights of the Enron Common Stock and rank equally
with the dividend rights on the Enron 9.142% Preferred Stock.

The amount payable on shares of the Enron Convertible Preferred Stock
in the event of any involuntary or voluntary liquidation, dissolution or
winding up of the affairs of Enron is $100 per share, together with accrued
dividends to the date of distribution or payment. The liquidation rights of
the Enron Convertible Preferred Stock are superior to the Enron Common Stock
and rank equally with the liquidation rights of the Enron 9.142% Preferred
Stock. The Enron Convertible Preferred Stock is redeemable at the option of
Enron at any time, in whole or in part, at a redemption price of $100 per
share, together with accrued dividends to the date of distribution or payment.
Each share of

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<PAGE> 9
Enron Convertible Preferred Stock is convertible initially into 13.652 shares
of Enron Common Stock at any time at the option of the holder (which conversion
rate is and will be subject to certain adjustments).

Holders of Enron Convertible Preferred Stock are entitled to vote
together with the Enron Common Stock on all matters submitted to a vote of
Enron shareholders, with each share of Enron Convertible Preferred Stock having
a number of votes equal to the number of shares of Enron Common Stock into
which one share of Enron Convertible Preferred Stock is convertible. In
addition, holders of Enron Convertible Preferred Stock are entitled to certain
class voting rights, including (unless provision is made for redemption of such
shares) (a) the requirement for approval by the holders of at least two-thirds
of the Enron Convertible Preferred Stock (voting together with all other shares
of parity stock similarly affected) to effect (i) an amendment to the Enron
Charter or Bylaws that would affect adversely the voting powers, rights or
preferences of the holders of the Enron Convertible Preferred Stock or reduces
the time for any notice to which the holders of the Enron Convertible Preferred
Stock may be entitled, (ii) the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series ranking prior to the
Enron Convertible Preferred Stock, (iii) the voluntary dissolution, liquidation
or winding up of the affairs of Enron, or the sale, lease or conveyance by
Enron of all or substantially all of its property or assets, or (iv) the
purchase or redemption (for sinking fund purposes or otherwise) of less than
all of the Enron Convertible Preferred Stock and other parity stock at the time
outstanding unless the full dividends on all shares of Enron Convertible
Preferred Stock then outstanding shall have been paid or declared and a sum
sufficient for payment thereof set apart, and (b) the requirement for approval
by the holders of at least a majority of the Enron Convertible Preferred Stock
(voting together with all other shares of parity stock similarly affected), to
effect (i) the authorization, creation or issuance of, or the increase in the
authorized amount of, any stock of any class or series or any security
convertible into stock of any class or series, ranking on a parity with the
Enron Convertible Preferred Stock, provided that no such consent shall be
required for the authorization, creation or issuance by Enron of a number of
shares of one or more series of Preferred Stock ranking on parity with the
Enron Convertible Preferred Stock that, together with number of shares of Enron
Convertible Preferred Stock and other Preferred Stock ranking on parity with
the Enron Convertible Preferred Stock then outstanding, would equal 5,000,000,
or (ii) the merger or consolidation of Enron with or into any other
corporation, unless the corporation resulting from such merger or
consolidation will have after such merger or consolidation no class of stock
and no other securities either authorized or outstanding ranking prior to or on
a parity with the Enron Convertible Preferred Stock, except the same number of
shares of stock and the same amount of other securities with the same rights
and preferences as the stock and securities of Enron respectively authorized
and outstanding immediately preceding such merger or consolidation, and each
holder of Enron Convertible Preferred Stock immediately preceding such merger
or consolidation shall receive the same number of shares, with the same rights
and preferences, of the resulting corporation. In addition, if dividend
payments on the Enron

8
<PAGE> 10
Convertible Preferred Stock are in default in an amount equivalent to six
quarterly dividends on such shares, then the holders of the Enron Convertible
Preferred Stock shall have certain voting rights (together with any parity
stock similarly affected) to elect two directors to Enron's Board of Directors
until such dividends have been paid or funds sufficient therefor deposited in
trust.

9.142% PREFERRED STOCK

The following summary of the terms of the Enron 9.142% Preferred Stock
is qualified in its entirety by reference to the form of series designation for
the Enron 9.142% Preferred Stock included as an exhibit to this registration
statement.

The annual rate of dividends payable on shares of the Enron 9.142%
Preferred Stock is $91,420 per share. Such dividends are payable quarterly on
the first days of January, April, July and October. These dividend rights are
superior to the dividend rights of the Enron Common Stock and rank equally with
the dividend rights on the Enron Convertible Preferred Stock.

The amount payable on shares of the Enron 9.142% Preferred Stock in
the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of Enron is $1,000,000 per share, together with accrued
dividends. The liquidation rights of the Enron 9.142% Preferred Stock are
superior to the Enron Common Stock and rank equally with the liquidation
rights of the Enron Convertible Preferred Stock.

The Enron 9.142% Preferred Stock is not redeemable at the option of
Enron. Pursuant to an agreement between Enron and its subsidiary, however,
such subsidiary will have the rights, exercisable at any time, in whole or in
part, for a 180-day period commencing January 31, 2004, to cause Enron to
redeem 18 shares for $1,000,000 per share, together with accrued dividends.

The holders of Enron 9.142% Preferred Stock generally have no voting
rights but are entitled to certain class voting rights, including (unless
provision is made for redemption of such shares) (a) the requirement for
approval by the holders of at least two-thirds of the Enron 9.142% Preferred
Stock (voting together with all other shares of parity stock similarly
affected), to effect (i) an amendment to the Enron Charter or Bylaws that would
affect adversely the voting powers, rights or preferences of the holders of the
Enron 9.142% Preferred Stock or reduces the time for any notice to which the
holders of the Enron 9.142% Preferred Stock may be entitled, (ii) the
authorization, creation or issuance of, or the increase in the authorized
amount of, any stock of any class or series or any security convertible into
stock of any class or series ranking prior to the Enron 9.142% Preferred Stock,
(iii) the voluntary dissolution, liquidation or winding up of the affairs of
Enron, or the sale, lease or conveyance by Enron of all or substantially all of
its property or assets, or (iv) the purchase or redemption (for sinking fund
purposes or otherwise) of less than all of the Enron 9.142% Preferred Stock and
other parity stock at the time outstanding unless the full dividends on all
shares of Enron 9.142% Preferred Stock then

9
<PAGE> 11
outstanding shall have been paid or declared and a sum sufficient for payment
thereof set apart, and (b) the requirement for approval by the holders of at
least a majority of the Enron 9.142% Preferred Stock (voting together with all
other shares of parity stock similarly affected), to effect (i) the
authorization, creation or issuance of, or the increase in the authorized
amount of, any stock of any class or series or any security convertible into
stock of any class or series, ranking on a parity with the Enron 9.142%
Preferred Stock, provided that no such consent shall be required for the
authorization, creation or issuance by Enron of a number of shares of one or
more series of Preferred Stock ranking on parity with the Enron 9.142%
Preferred Stock that, together with number of shares of Enron 9.142% Preferred
Stock and other Preferred Stock ranking on parity with the Enron 9.142%
Preferred Stock then outstanding, would equal 5,000,000, or (ii) the merger or
consolidation of Enron with or into any other corporation, unless the
corporation resulting from such merger or consolidation will have after such
merger or consolidation no class of stock and no other securities either
authorized or outstanding ranking prior to or on a parity with the Enron 9.142%
Preferred Stock, except the same number of shares of stock and the same amount
of other securities with the same rights and preferences as the stock and
securities of Enron respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder of Enron 9.142%
Preferred Stock immediately preceding such merger or consolidation shall
receive the same number of shares, with the same rights and preferences, of the
resulting corporation. In addition, if dividend payments on the Enron 9.142%
Preferred Stock are in default in an amount equivalent to six quarterly
dividends on such shares, then the holders of the Enron 9.142% Preferred Stock
shall have certain voting rights (together with any other parity stock
similarly affected) to elect two directors to Enron's Board of Directors until
such dividends have been paid or funds sufficient therefor deposited in trust.

CERTAIN PROVISIONS OF THE ENRON CHARTER AND BYLAWS

FAIR PRICE PROVISION. The Enron Charter contains a "fair price"
provision which generally requires that certain mergers, business combinations
and similar transactions with a "Related Person" (generally the beneficial
owner of at least 10% of Enron's voting stock) be approved by the holders of at
least 80% of Enron's voting stock, unless (a) the transaction is approved by at
least 80% of the "Continuing Directors" of Enron, who constitute a majority of
the entire board, (b) the transaction occurs more than five years after the
last acquisition of Enron voting stock by the Related Person or (c) certain
"fair price" and procedural requirements are satisfied.

The Enron Charter defines "Business Transaction" as (a) any merger or
consolidation involving Enron or a subsidiary of Enron, (b) any sale, lease,
exchange, transfer or other disposition (in one transaction or a series of
transactions), including without limitation a mortgage or any other security
device, of all or any substantial part of the assets either of Enron or of a
subsidiary of Enron, (c) any sale, lease, exchange, transfer or other
disposition of all or any substantial part of the assets of an entity to Enron
or a subsidiary of Enron, (d) the issuance, sale, exchange, transfer or other
disposition by Enron or a subsidiary of Enron of

10
<PAGE> 12
any securities of Enron or any subsidiary of Enron, (e) any recapitalization or
reclassification of Enron's securities (including without limitation, any
reverse stock split) or other transaction that would have the effect of
increasing the voting power of a Related Person, (f) any liquidation, spinoff,
splitoff, splitup or dissolution of Enron, and (g) any agreement, contract or
other arrangement providing for any of the transactions described in this
definition of Business Transaction. "Continuing Director" is defined to mean a
director who either was a member of the Board of Directors of Enron prior to
the time such Related Person became a Related Person or who subsequently became
a director of Enron and whose election, or nomination for election by Enron's
shareholders, was approved by a vote of at least 80% of the Continuing
Directors then on the Board, either by a specific vote or by approval of the
proxy statement issued by Enron on behalf of the Board of Directors in which
such person is named as nominee for director, without an objection to such
nomination; provided, however, that in no event shall a director be considered
a "Continuing Director" if such director is a Related Person and the Business
Transaction to be voted upon is with such Related Person or is one in which
such Related Person otherwise has an interest (except proportionately as a
shareholder of Enron).

Advance Notice Requirements for Shareholder Proposals and Nominations.
The Enron Bylaws provide that for business to be properly brought before an
annual meeting of shareholders, it must be either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before
the meeting by a shareholder of Enron who is a shareholder of record at the
time of giving of notice hereinafter provided for, who shall be entitled to
vote at such meeting and who complies with the following notice procedures. In
addition to any other applicable requirements, for business to be brought
before an annual meeting by a shareholder of Enron, the shareholder must have
given timely notice in writing of the business to be brought before an annual
meeting of shareholders to the Secretary of Enron. To be timely, a
shareholder's notice must be delivered to or mailed and received at Enron's
principal executive offices not less than 120 days prior to the anniversary
date of the proxy statement for the previous year's annual meeting of the
shareholders of Enron (or Old Enron, with respect to the first such meeting
after the Effective Time). A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on Enron's books, of the
shareholder proposing such business, (iii) the acquisition date, the class and
the number of shares of voting stock of Enron which are owned beneficially by
the shareholder, (iv) any material interest of the shareholder in such business
and (v) a representation that the shareholder intends to appear in person or by
proxy at the meeting to bring the proposed business before the meeting. No
business shall be conducted at an annual meeting except in accordance with the
procedures outlined above.

11
<PAGE> 13

The Enron Bylaws provide that only persons who are nominated for
election as a director of Enron in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election to Enron's Board of Directors may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of Enron who is a shareholder of record at the time of giving of notice
hereinafter provided for, who shall be entitled to vote for the election of
directors at the meeting and who complies with the following notice procedures.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of Enron. To be timely, a shareholder's notice must be delivered to or mailed
and received at Enron's principal executive offices, (i) with respect to an
election to be held at an annual meeting of shareholders of Enron, not less
than 120 days prior to the anniversary date of the proxy statement for the
previous year's annual meeting of the shareholders of Enron (or Old Enron, with
respect to the first such meeting after the Effective Time), and (ii) with
respect to an election to be held at a special meeting of shareholders of Enron
for the election of directors, not later than the close of business on the 10th
day following the date on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made, whichever first occurs.
Such shareholder's notice to the Secretary shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a director, all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors, or is
otherwise required, pursuant to Regulation 14A under the Exchange Act
(including the written consent of such person to be named in the proxy
statement as a nominee and to serve as a director if elected); and (b) as to
the shareholder giving the notice, (i) the name and address, as they appear on
Enron's books, of such shareholder, and (ii) the class and number of shares of
capital stock of Enron which are beneficially owned by the shareholder.

CERTAIN ANTI-TAKEOVER PROVISIONS OF OREGON LAW

Business Combinations with Interested Shareholders. Enron is subject
to the provisions of Sections 60.825-60.845 of the Oregon Business Corporation
Act ("OBCA"), which generally provide that any person who acquires 15% or more
of a corporation's voting stock (thereby becoming an "interested shareholder")
may not engage in certain "business combinations" with the corporation for a
period of three years following the date the person became an interested
stockholder, unless (i) the board of directors has approved, prior to the date
the person became an interested shareholder, either the business combination or
the transaction that resulted in the person becoming an interested shareholder,
(ii) upon consummation of the transaction that resulted in the person becoming
an interested shareholder, that person owns at least 85% of the corporation's
voting stock outstanding at the time the transaction is commenced (excluding
shares owned by persons who are both directors and officers and shares owned by
employee stock plans in which participants do not have the right to determine
whether shares will be tendered in a tender or exchange offer), or (iii) on or
subsequent to the date the person became an interested shareholder, the
business combination is approved by the board of

12
<PAGE> 14
directors and authorized by the affirmative vote of at least 66 2/3% of the
outstanding voting stock not owned by the interested shareholder.

Control Share Statute. As is permitted by the OBCA, the Enron Charter
provides that Enron is not subject to the Oregon Control Share Act. The Oregon
Control Share Act restricts the ability of a shareholder of certain Oregon-
based corporations to vote shares of stock acquired in a transaction that
causes the acquiring person to control at least one-fifth, one-third or
one-half of the votes entitled to be cast in the election of directors, except
as authorized by a vote of the corporation's disinterested shareholders.

PLAN OF DISTRIBUTION

Enron has been advised that the Shares being offered hereby may be
sold by or on behalf of each of the Selling Stockholders in non-underwritten
distributions on the New York Stock Exchange at prices prevailing on the New
York Stock Exchange at the time of sale. Enron will not receive any of the
proceeds of any such sales.

VALIDITY OF COMMON STOCK

The validity of the Shares offered hereby will be passed upon for
Enron by James V. Derrick, Jr., Esq., Senior Vice President and General Counsel
of Enron. Mr. Derrick owns substantially less than 1% of the outstanding
shares of Common Stock of Enron.

EXPERTS

The consolidated financial statements included in Enron's Current
Report on Form 8-K dated March 17, 1997 and consolidated financial statements
and schedule included in Enron's Annual Report on Form 10-K for the year ended
December 31, 1996, incorporated by reference in this Prospectus and elsewhere
in the registration statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.

The letter report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to Enron's Annual Report on Form 10-K for
the year ended December 31, 1996, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.

13
<PAGE> 15
TABLE OF CONTENTS

PAGE

PROSPECTUS

Available Information . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . 3
Business of Enron . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . 6
Description of Enron Corp
Capital Stock. . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . 13
Validity of Common Stock . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . 13

176,634 SHARES

[ENRON LOGO]

COMMON STOCK

________________

PROSPECTUS

________________

<PAGE> 16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth those expenses to be incurred by Enron in
connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission registration
fee, all amounts shown are estimates.

<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . $ 2,090
Legal Fees and Expenses . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . 4,000
Transfer Agent's Fees and Expenses. . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . . 4,910
-------
Total . . . . . . . . . . . . . . . . . . . $25,000
- -------------- =======
</TABLE>

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Enron Charter contains provisions under which Enron will
indemnify, to the fullest extent permitted by law, persons who are made a party
to an action or proceeding by virtue of the fact that the individual is or was
a director, officer, or, in certain circumstances, an employee or agent, of
Enron or another corporation at Enron's request. The Oregon Business
Corporation Act generally permits such indemnification to the extent that the
individual acted in good faith and in a manner which he reasonably believed to
be in the best interest of or not opposed to the corporation or, with respect
to criminal matters, if the individual had no reasonable cause to believe his
or her conduct was unlawful. In addition, the Enron Charter contains a
provision that eliminates the personal liability of a director to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of a director (i) for breach of the duty of loyalty, (ii)
for actions or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for the payment of improper
dividends or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit.

Enron has purchased liability insurance policies covering its
directors and officers to provide protection where Enron cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on
an alleged breach of fiduciary duty or other wrongful act.

ITEM 16. EXHIBITS.

*3.01 - Amended and Restated Articles of Incorporation of
Enron (Annex E to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 - File No. 333- 13791).

*3.02 - Articles of Merger of Enron Oregon Corp., an Oregon
corporation, and Enron Corp., a Delaware corporation
(Exhibit 3.02 to Post-Effective Amendment No. 1 to
Enron's Registration Statement on Form S-3 - File No.
33-60417).

*3.03 - Articles of Merger of Enron Corp., an Oregon
corporation, and Portland General Corporation, an
Oregon corporation (Exhibit 3.03 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).

II-1
<PAGE> 17
*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).

*3.05 - Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333- 13791).

*3.06 - Form of Series Designation for the Enron 9.142%
Preferred Stock (Annex G to the Proxy
Statement/Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333- 13791).

5 Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.

23.01 - Consent of Arthur Andersen LLP.

23.02 - Consent of DeGolyer and MacNaughton.

23.03 - The consent of James V. Derrick, Jr., Esq., is
contained in his opinion filed as Exhibit 5 hereto.

24 - Powers of Attorney of certain directors of Enron Corp.
------------
*Incorporated by reference as indicated.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required in Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Enron pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;

II-2
<PAGE> 18

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Enron's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3

<PAGE> 19
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Enron
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston and State of Texas, on the 20th day of
October, 1997.

ENRON CORP.
(Registrant)

By: /s/ RICHARD A. CAUSEY
---------------------
(Richard A. Causey)
Senior Vice President
and Chief Accounting and
Information Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities with Enron indicated and on the 20th day of October, 1997.

Signature Title
--------- -----
<S> <C>

/s/ KENNETH L. LAY Chairman of the Board, Chief Executive
- ---------------------------------------- Officer and Director (Principal Executive
(Kenneth L. Lay) Officer)

/s/ RICHARD A. CAUSEY Senior Vice President and Chief
- ---------------------------------------- Accounting and Information Officer
(Richard A. Causey) (Principal Accounting Officer)

/s/ ANDREW S. FASTOW Senior Vice President, Finance
- ---------------------------------------- (Principal Financial Officer)
(Andrew S. Fastow)

ROBERT A. BELFER* Director
- ----------------------------------------
(Robert A. Belfer)

NORMAN P. BLAKE, JR.* Director
- ----------------------------------------
(Norman P. Blake, Jr.)

RONNIE C. CHAN* Director
- ----------------------------------------
(Ronnie C. Chan)

JOHN H. DUNCAN* Director
- ----------------------------------------
(John H. Duncan)

JOE H. FOY* Director
- ----------------------------------------
(Joe H. Foy)

</TABLE>

II-4
<PAGE> 20
<TABLE>
<CAPTION>

Signature Title
--------- -----
<S> <C>

WENDY L. GRAMM* Director
- -----------------------------
(Wendy L. Gramm)

KEN L. HARRISON* Director
- ----------------------------
(Ken L. Harrison)

ROBERT K. JAEDICKE* Director
- -----------------------------
(Robert K. Jaedicke)

CHARLES A. LeMAISTRE* Director
- -----------------------------
(Charles A. LeMaistre)

JEROME J. MEYER* Director
- -----------------------------
(Jerome J. Meyer)

JEFFREY K. SKILLING* Director and President and
- ----------------------------- Chief Operating Officer
(Jeffrey K. Skilling)

JOHN A. URQUHART* Director
- -----------------------------
(John A. Urquhart)

JOHN WAKEHAM* Director
- -----------------------------
(John Wakeham)

CHARLS E. WALKER* Director
- -----------------------------
(Charls E. Walker)

BRUCE G. WILLISON* Director
- -----------------------------
(Bruce G. Willison)

HERBERT S. WINOKUR, JR.* Director
- -----------------------------
(Herbert S. Winokur, Jr.)

*By: /s/ PEGGY B. MENCHACA
--------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for
persons indicated)

</TABLE>

II-5
<PAGE> 21
INDEX TO EXHIBITS

Exhibit Number Description
- -------------- -----------

*3.01 - Amended and Restated Articles of Incorporation of Enron
(Annex E to the Proxy Statement/Prospectus included in
Enron's Registration Statement on Form S-4 - File No.
333-13791).

*3.03 - Articles of Merger of Enron Corp., an Oregon corporation,
and Portland General Corporation, an Oregon corporation
(Exhibit 3.03 to Post-Effective Amendment No. 1 to Enron's
Registration Statement on Form S-3 - File No. 33-60417).

*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective Amendment
No. 1 to Enron's Registration Statement on Form S-3 -
File No. 33-60417).

*3.05 - Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form S-4 -
File No. 333-13791).

*3.06 - Form of Series Designation for the Enron 9.142% Preferred
Stock (Annex G to the Proxy Statement/Prospectus included
in Enron's Registration Statement on Form S-4 - File No.
333-13791).

5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the validity
of the Common Stock.

23.01 - Consent of Arthur Andersen LLP.

23.02 - Consent of DeGolyer and MacNaughton.

23.03 - The consent of James V. Derrick, Jr., Esq., is
contained in his opinion filed as Exhibit 5 hereto.

24 - Powers of Attorney of certain directors of Enron Corp.

- ------------

* Incorporated by reference.

<PAGE> 1
EXHIBIT 5

October 20, 1997

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Ladies and Gentlemen:

As Senior Vice President and General Counsel of Enron Corp., an Oregon
corporation (the "Company"), I am familiar with its Registration Statement on
Form S-3 being filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the "Selling Stockholders" named
therein of up to an aggregate of 176,634 outstanding shares of the Company's
Common Stock, no par value (the "Common Stock").

In connection therewith, I or attorneys on my legal staff acting under
my direction have examined, among other things, the Amended and Restated
Articles of Incorporation and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization, issuance, and sale
of the Common Stock, and such other documents as I or such attorneys have
deemed necessary for the purpose of expressing the opinion contained herein.

Based upon the foregoing, I am of the opinion that:

1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Oregon; and

2. The shares of Common Stock covered by the Registration
Statement have been duly authorized by all necessary corporate action, and such
shares are validly issued, fully paid, and non-assessable.

I am a member of the bar of the State of Texas. The opinion set forth
above is limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Oregon, and federal law of the United States.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Validity of Common
Stock" in the Prospectus included in the Registration Statement. By giving
such consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ JAMES V. DERRICK, JR.
---------------------
James V. Derrick, Jr.

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 17, 1997, on the consolidated financial statements of Enron Corp.
included in Enron Corp.'s Form 8-K dated March 17, 1997 and on the consolidated
financial statements and schedule of Enron Corp. included in Enron Corp.'s
Form 10-K for the year ended December 31, 1996 and to all references to our
Firm included in this Registration Statement.

ARTHUR ANDERSEN LLP

Houston, Texas
October 16, 1997

<PAGE> 1
EXHIBIT 23(b)

DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206

October 17, 1997

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Gentlemen:

In connection with the Registration Statement on Form S-3 (the
Registration Statement), to be filed with the Securities and Exchange Commission
on or about October 17, 1997, by Enron Corp., DeGolyer and MacNaughton hereby
consents to the incorporation in said Registration Statement of the references
to our firm and to the opinions delivered to Enron Oil & Gas Company (the
Company) regarding our comparison of estimates prepared by us with those
furnished to us by the Company of the proved oil, condensate, natural gas
liquids, and natural gas reserves of certain selected properties owned by the
Company. The opinions are contained in our letter reports dated January 13,
1995, January 22, 1996, and January 17, 1997, for estimates, as of January 1,
1995, December 31, 1995, and December 31, 1996, respectively. The opinions are
referred to in the section "Oil and Gas Exploration and Production Properties
and Reserves - Reserve Information" in Enron Corp.'s Annual Report on Form 10-K
for the year ended December 31, 1996, and in Note 19 to the Enron Corp.
consolidated financial statements included in Enron Corp.'s Form 10-K for the
year ended December 31, 1996. DeGolyer and MacNaughton also consents to the
incorporation by reference in the Registration Statement of its letter report,
dated January 17, 1997, addressed to the Company, which is included as Exhibit
23.03 to Enron Corp.'s Annual Report on Form 10-K for the year ended December
31, 1996. DeGolyer and MacNaughton also consents to the references to us in the
section "Experts" in the Prospectus that is a part of the Registration
Statement.

Very truly yours,

DeGOLYER and MacNAUGHTON

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of its Common Stock, no par value, on behalf of certain "Selling Stockholders"
of the Company, in connection with the Company's acquisition of The Bentley
Company, the undersigned officer or director of the Company hereby constitutes
and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B.
Menchaca, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
a registration statement on Form S-3 relating to such securities to be filed
with the Securities and Exchange Commission, together with all amendments
thereto, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.