SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 1-13159
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
ENRON CORP. SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
ENRON CORP.
1400 Smith Street
Houston, Texas 77002
<PAGE>
ENRON CORP. SAVINGS PLAN
Page
Independent Auditors' Report 3
Financial Statements:
Savings Plan
Statement of Net Assets Available for Plan
Benefits as of December 31, 1997 4
Statement of Net Assets Available for Plan
Benefits as of December 31, 1996 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1997 6
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1996 7
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1995 8
Notes to Financial Statements 9
Signatures 18
Consent of Independent Public Accountants 19
11-K Schedules
Schedules I, II, and III are omitted because the required
information is included in the financial statements or
the ERISA Schedules
ERISA Schedules
Item 27a - Schedule of Assets Held for Investment
Purposes Schedule I
Item 27d - Schedule of Reportable Transactions Schedule II
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
Enron Corp. Savings Plan:
We have audited the accompanying statements of net assets
available for plan benefits of the Enron Corp. Savings Plan
as of December 31, 1997 and 1996 and the related statements
of changes in net assets available for plan benefits for
each of the three years in the period ended December 31,
1997. These financial statements and the schedules referred
to below are the responsibility of the Committee. Our
responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Enron Corp. Savings Plan
as of December 31, 1997 and 1996 and the changes in net
assets available for plan benefits of the Enron Corp.
Savings Plan for each of the three years in the period ended
December 31, 1997 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment
purposes as of December 31, 1997 and reportable transactions
for the year ended December 31, 1997 are presented for
purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a
whole.
MIR FOX & RODRIGUEZ
Houston, Texas
May 15, 1998
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
DECEMBER 31, 1997
<CAPTION>
Enron Oil & Fidelity Fidelity Fidelity Vanguard
Enron Corp. Gas Company Enron Corp. Equity Domestic Overseas Lifestyle Loans to Total
Stock Fund Stock Fund Income Fund Income Fund Funds Fund Funds Participants All Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
SHORT-TERM INVESTMENTS $ 5,534,453 $ 1,033,811 $ 8,021,257 $ 59,084 $ 132,218 $ 12,323 $ 12,421 $ - $ 14,805,567
INVESTMENTS
Common Stock of Enron
Corp. 276,878,236 - - - - - - - 276,878,236
Cumulative Second
Preferred Convertible
Stock of Enron Corp. 39,718,788 - - - - - - - 39,718,788
Common Stock of Enron
Oil & Gas Company - 28,401,335 - - - - - - 28,401,335
Fixed Income Deposit
Contracts - - 75,824,447 - - - - - 75,824,447
Fidelity Equity Income
Fund - - - 39,688,579 - - - - 39,688,579
Fidelity OTC Fund - - - - 10,736,253 - - - 10,736,253
Fidelity Balanced Fund - - - - 5,423,994 - - - 5,423,994
Fidelity Growth &
Income Fund - - - - 31,828,706 - - - 31,828,706
Fidelity Magellan Fund - - - - 20,751,963 - - - 20,751,963
Fidelity Growth Company
Fund - - - - 20,074,399 - - - 20,074,399
Fidelity Overseas Fund - - - - - 8,277,977 - - 8,277,977
Vanguard Growth
Portfolio - - - - - - 4,806,197 - 4,806,197
Vanguard Conservative Growth
Portfolio - - - - - - 1,534,047 - 1,534,047
Vanguard Moderate Growth
Portfolio - - - - - - 2,003,379 - 2,003,379
316,597,024 28,401,335 75,824,447 39,688,579 88,815,315 8,277,977 8,343,623 - 565,948,300
RECEIVABLES
Participant contributions
and loan payments 672,821 133,875 367,014 241,449 762,433 96,108 110,295 - 2,383,995
Notes receivable from
participants - - - - - - - 16,390,678 16,390,678
Transfers between
funds, net (733,559) (804,572) 1,616,684 (106,057) 36,446 (62,621) 53,679 - -
Accrued income
receivable 240,158 6,555 33,943 - - - - - 280,656
TOTAL 179,420 (664,142) 2,017,641 135,392 798,879 33,487 163,974 16,390,678 19,055,329
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $322,310,897 $28,771,004 $85,863,345 $39,883,055 $89,746,412 $8,323,787 $8,520,018 $16,390,678 $599,809,196
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
DECEMBER 31, 1996
<CAPTION>
Enron Oil & Fidelity Fidelity Fidelity Vanguard
Enron Corp. Gas Company Enron Corp. Equity Domestic Overseas Lifestyle Loans to Total
Stock Fund Stock Fund Income Fund Income Fund Funds Fund Funds Participants All Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
SHORT-TERM INVESTMENTS $ 6,087,661 $ - $ 1,621,648 $ 42,727 $ 100,261 $ 9,520 $ 7,402 $ - $ 7,869,219
INVESTMENTS
Common Stock of Enron
Corp. 308,117,904 - - - - - - - 308,117,904
Cumulative Second
Preferred Convertible
Stock of Enron Corp. 41,211,975 - - - - - - - 41,211,975
Common Stock of Enron
Oil & Gas Company - 23,951,620 - - - - - - 23,951,620
Fixed Income Deposit
Contracts - - 90,565,033 - - - - - 90,565,033
Fidelity Equity
Income Fund - - - 27,575,783 - - - - 27,575,783
Fidelity OTC Fund - - - - 9,158,580 - - - 9,158,580
Fidelity Balanced Fund - - - - 3,692,157 - - - 3,692,157
Fidelity Growth &
Income Fund - - - - 19,559,722 - - - 19,559,722
Fidelity Magellan Fund - - - - 15,864,472 - - - 15,864,472
Fidelity Growth Company
Fund - - - - 16,311,839 - - - 16,311,839
Fidelity Overseas Fund - - - - - 6,076,877 - - 6,076,877
Vanguard Growth Portfolio - - - - - - 2,421,612 - 2,421,612
Vanguard Conservative
Growth Portfolio - - - - - - 1,353,737 - 1,353,737
Vanguard Moderate Growth
Portfolio - - - - - - 928,016 - 928,016
349,329,879 23,951,620 90,565,033 27,575,783 64,586,770 6,076,877 4,703,365 - 566,789,327
RECEIVABLES
Participant contributions
and loan payments 700,499 1,341,012 396,021 161,394 594,843 68,266 53,657 - 3,315,692
Employer contribution 1,891,176 - - - - - - - 1,891,176
Notes receivable from
participants - - - - - - - 18,301,902 18,301,902
Transfers between
funds, net (1,068,702) 2,458,237 (1,939,632) 149,951 257,495 68,368 74,283 - -
Accrued income
receivable 251,548 7,550 35,814 173 406 39 31 - 295,561
TOTAL 1,774,521 3,806,799 (1,507,797) 311,518 852,744 136,673 127,971 18,301,902 23,804,331
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $357,192,061 $27,758,419 $90,678,884 $27,930,028 $65,539,775 $6,223,070 $4,838,738 $18,301,902 $598,462,877
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Enron Oil & Fidelity Fidelity Fidelity Vanguard
Enron Corp. Gas Company Enron Corp. Equity Domestic Overseas Lifestyle Loans to Total
Stock Fund Stock Fund Income Fund Income Fund Funds Fund Funds Participants All Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant contribu-
tions $ 5,349,548 $ 1,450,552 $ 3,468,164 $ 2,450,503 $ 7,908,498 $1,021,713 $ 954,399 $ - $ 22,603,377
Employer contribution - - 1,730,793 - - - - - 1,730,793
Rollovers from other
qualified plans 28,799,801 174,692 1,209,709 865,200 2,673,185 349,502 674,699 - 34,746,788
Interest income 958,461 136,251 5,165,093 84,285 188,614 17,580 17,720 - 6,568,004
Dividend income 7,485,114 135,060 67,697 2,124,011 3,261,486 81,206 218,447 - 13,373,021
Realized gains on
sales of investments,
net 308,493 (2,137,387) - 917,388 4,298,415 478,414 446,645 - 4,311,968
Unrealized appreciation
(depreciation) of
investments (14,341,756) (1,103,468) - 5,651,834 7,419,048 37,007 483,990 - (1,853,345)
Transfers between
funds, net (11,573,854) 4,305,565 (2,634,820) 2,747,158 4,567,531 920,831 1,667,589 - -
Total additions 16,985,807 2,961,265 9,006,636 14,840,379 30,316,777 2,906,253 4,463,489 - 81,480,606
Loans to participants,
net of repayments 494,355 (51,166) 1,144,032 28,331 257,532 72,620 (34,480) (1,911,224) -
Participant withdrawals (52,157,926) (1,878,938) (14,913,283) (2,890,604) (6,311,551) (872,925) (742,457) - (79,767,684)
Other, net (203,400) (18,576) (52,924) (25,079) (56,121) (5,231) (5,272) - (366,603)
Total deductions (51,866,971) (1,948,680) (13,822,175) (2,887,352) (6,110,140) (805,536) (782,209) (1,911,224) (80,134,287)
NET INCREASE (DECREASE) (34,881,164) 1,012,585 (4,815,539) 11,953,027 24,206,637 2,100,717 3,681,280 (1,911,224) 1,346,319
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
BEGINNING OF PERIOD 357,192,061 27,758,419 90,678,884 27,930,028 65,539,775 6,223,070 4,838,738 18,301,902 598,462,877
END OF PERIOD $322,310,897 $28,771,004 $85,863,345 $39,883,055 $89,746,412 $8,323,787 $8,520,018 $16,390,678 $599,809,196
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Enron Oil & Fidelity Fidelity Fidelity Vanguard
Enron Corp. Gas Company Enron Corp. Equity Domestic Overseas Lifestyle Loans to Total
Stock Fund Stock Fund Income Fund Income Fund Funds Fund Funds Participants All Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant contribu-
tions $ 4,987,337 $ 1,389,932 $ 3,855,195 $ 1,836,226 $ 6,339,175 $ 758,919 $ 335,169 $ - $ 19,501,953
Employer contribution 1,891,176 - - - - - - - 1,891,176
Rollovers from other
qualified plans 77,871,033 121,374 1,029,173 465,327 2,030,703 118,389 529,587 - 82,165,586
Interest income 570,277 122,907 5,852,285 52,764 156,622 17,796 13,123 - 6,785,774
Dividend income 7,134,792 76,163 - 898,759 864,311 70,663 117,412 - 9,162,100
Realized gains on
sales of investments,
net 4,511,525 1,845,092 - 1,075,056 4,726,844 366,081 177,750 - 12,702,348
Unrealized appreciation
(depreciation) of
investments 39,966,992 (6,931) - 2,608,433 2,851,086 178,154 46,350 - 45,644,084
Transfers between funds,
net (28,286,530) 9,053,281 2,781,113 2,976,500 8,185,154 1,469,467 3,821,015 - -
Total additions 108,646,602 12,601,818 13,517,766 9,913,065 25,153,895 2,979,469 5,040,406 - 177,853,021
Loans to participants,
net of repayments (465,255) 67,565 (11,357) 25,338 (219,219) 26,975 10,595 565,358 -
Participant withdrawals (63,297,867) (901,405) (22,134,148) (2,068,072) (3,904,145) (263,673) (209,085) - (92,778,395)
Other, net (232,509) (18,165) (59,338) (18,278) (42,877) (4,087) (3,178) - (378,432)
Total deductions (63,995,631) (852,005) (22,204,843) (2,061,012) (4,166,241) (240,785) (201,668) 565,358 (93,156,827)
NET INCREASE (DECREASE) 44,650,971 11,749,813 (8,687,077) 7,852,053 20,987,654 2,738,684 4,838,738 565,358 84,696,194
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
BEGINNING OF PERIOD 312,541,090 16,008,606 99,365,961 20,077,975 44,552,121 3,484,386 - 17,736,544 513,766,683
END OF PERIOD $357,192,061 $27,758,419 $90,678,884 $27,930,028 $65,539,775 $6,223,070 $4,838,738 $18,301,902 $598,462,877
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Enron Oil & Fidelity Fidelity Fidelity
Enron Corp. Gas Company Enron Corp. Equity Domestic Overseas Loans to Total
Stock Fund Stock Fund Income Fund Income Fund Funds Fund Participants All Funds
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Participant contributions $ 4,948,827 $ 1,334,435 $ 4,376,017 $ 1,457,782 $ 2,971,523 $ 591,527 $ - $ 15,680,111
Rollovers from other
qualified plans 92,708,200 45,554 500,389 140,151 1,119,509 98,834 - 94,612,637
Interest income 1,101,173 100,505 6,016,747 59,273 99,648 17,592 - 7,394,938
Dividend income 6,712,984 69,149 - 418,250 367,208 38,605 - 7,606,196
Realized gains on sales
of investments, net 9,379,219 2,695,570 - 1,261,408 2,261,473 89,300 - 15,686,970
Unrealized appreciation
of investments 53,110,909 783,574 - 2,425,313 2,831,764 128,140 - 59,279,700
Transfers between funds,
net (49,551,536) 1,891,261 18,009,015 4,287,042 25,060,935 303,283 - -
Total additions 118,409,776 6,920,048 28,902,168 10,049,219 34,712,060 1,267,281 - 200,260,552
Loans to participants,
net of repayments (2,587,270) (21,684) 390,211 49,272 (100,233) 44,284 2,225,420 -
Participant withdrawals (60,092,119) (979,892) (22,550,534) (1,463,943) (1,288,550) (108,024) - (86,483,062)
Other, net (225,476) (11,549) (71,669) (14,485) (32,140) (2,514) - (357,833)
Total deductions (62,904,865) (1,013,125) (22,231,992) (1,429,156) (1,420,923) (66,254) 2,225,420 (86,840,895)
NET INCREASE 55,504,911 5,906,923 6,670,176 8,620,063 33,291,137 1,201,027 2,225,420 113,419,657
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
BEGINNING OF PERIOD 257,036,179 10,101,683 92,695,785 11,457,912 11,260,984 2,283,359 15,511,124 400,347,026
END OF PERIOD $312,541,090 $16,008,606 $99,365,961 $20,077,975 $44,552,121 $3,484,386 $17,736,544 $513,766,683
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
ENRON CORP. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF THE PLAN
Enron Corp. ("Enron") offers eligible employees the
opportunity to participate in the Enron Corp. Savings
Plan ("Savings Plan"). Participation in the Savings
Plan is voluntary and an eligible employee may
participate the first day of the month following
employment. However, an individual whose conditions of
employment are governed by a collective bargaining
agreement shall not be considered an employee for this
purpose unless the collective bargaining agreement
provides otherwise. The Savings Plan is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") and the Internal Revenue Code of
1986, as amended (the "Code").
From January, 1, 1994 through December 31, 1995,
participants in the Savings Plan could allocate their
contributions to one or more of the following funds:
Enron Corp. Stock Fund
Enron Oil & Gas Company ("EOG") Stock Fund
Enron Corp. Income Fund
Fidelity Equity Income Fund
Fidelity OTC Fund
Fidelity Balanced Fund
Fidelity Growth & Income Fund
Fidelity Magellan Fund
Fidelity Growth Company Fund
Fidelity Overseas Fund
As of January 1, 1996, three additional investment
options were added: Vanguard Growth Portfolio, Vanguard
Conservative Growth Portfolio and Vanguard Moderate
Growth Portfolio - collectively, the "Vanguard Lifestyle
Funds."
The Savings Plan provides for daily account valuations
as well as daily changes in contribution percentages,
investment choices and transfers between funds, subject
to certain limitations.
Participants who are not considered to be "highly
compensated" as set forth in the Code may contribute
amounts up to 14% of their normal pay on an after-tax or
before-tax basis, or any combination thereof, up to the
14% maximum.
Participants who are considered to be "highly
compensated" may contribute amounts up to 11% of their
normal pay. Contributions may be made on an after-tax
or before-tax basis, or any combination thereof, up to a
maximum of 11%. However, the maximum for before-tax
contributions is limited to 8% subject to a maximum
contribution amount of $9,500 for the plan year 1997
(and is adjusted annually thereafter to reflect changes
in the cost of living).
The Savings Plan permits participants to borrow up to
50% of the market value of their accounts, subject to
certain limitations. Generally, notes receivable from
participants must be repaid within five years. The
Savings Plan is qualified under Section 401(a) of the
Code; withdrawals, distributions, and loans to
participants are limited as specified by the Code and
related Internal Revenue Service ("IRS") regulations.
Number of Participants
The following is a summary of participants in the
Savings Plan:
<TABLE>
<CAPTION>
December 31,
1997 1996
<S> <C> <C>
Enron Corp. Stock Fund 7,892 5,870
Enron Oil & Gas Company Stock Fund 1,879 1,769
Enron Corp. Income Fund 3,696 3,346
Fidelity Equity Income Fund 2,580 2,023
Fidelity Domestic Funds 8,683 6,930
Fidelity Overseas Fund 1,318 975
Vanguard Lifestyle Funds 1,227 632
</TABLE>
The total number of participants in the Savings Plan at
December 31, 1997 is 9,110 and is less than the sum of
the number of participants shown above because many were
participating in more than one fund.
2. ACCOUNTING POLICIES
In accordance with the provisions of the Savings Plan,
the financial records and participants' annual
valuations are determined on the accrual basis and the
investments are presented at market value. Security
transactions are recorded as of the trade date. The
common stock owned by the Savings Plan is carried in
each of the individual participants' accounts at cost.
The market value of the Enron and EOG stock funds is
determined by the closing price of such common stock as
quoted in the listing of the New York Stock Exchange
Composite Transactions as of the financial statement
dates. The fixed income deposit contracts are valued at
cost plus interest earned as of the financial statement
dates. The market value of the Fidelity and Vanguard
mutual funds are based upon the net asset value of each
such individual fund as of the financial statement
dates. The market value of the Enron Corp. Cumulative
Second Preferred Convertible Stock (the Preferred Stock)
is based upon the market value of the equivalent number
of Enron Corp. common shares into which the Preferred
Stock is convertible (see Note 3).
In accordance with rules established by the Department
of Labor, amounts recorded in the financial statements
as realized gain or loss on the sale of assets are
determined by comparing the sales proceeds to the market
value of the assets at the beginning of the plan year or
the purchase price, if purchased during the year ("ERISA
Cost").
Repayments of loans by participants are reinvested in
the Savings Plan based upon the participant's investment
election at the time of repayment; therefore, loans are
shown as a receivable of the Savings Plan rather than a
receivable of a particular investment fund.
Additionally, the Savings Plan recognizes unrealized
appreciation (depreciation) representing the increase
(decrease) in the market value over the prior year
market value of its investments.
3. INVESTMENTS
Employee contributions to the Savings Plan are invested
as designated by the employee.
Effective January 1, 1994, the Savings Plan was amended
to permit the Enron Corp. Stock Fund to hold shares of
the Preferred Stock in addition to Enron Corp. common
stock. The Preferred Stock is convertible into Enron
Corp. common stock at a fixed rate of 13.652 common
shares for each preferred share. Participants in the
Enron Corp. Stock Fund receive an equivalent annual
preferred stock dividend in an amount equal to or
greater than the dividend on the common stock. During
1994, the Plan exchanged shares of Enron Corp. common
stock for 70,000 shares of Preferred Stock at the fixed
exchange rate of 13.652 common shares for each preferred
share. Distributions from the Enron Corp. Stock Fund
continue to be made in shares of Enron Corp. common
stock or in cash.
Fixed income investments are provided by deposit
contracts with insurance companies and banks which
provide both a guaranteed annual rate of interest and a
return of principal at cost as long as withdrawals are
in accordance with provisions of the Savings Plan. This
type of contract is frequently referred to as a
"guaranteed investment contract," or "GIC."
Negotiations are on a bid basis generally arranged to
offer maturities averaging three years. The Enron Corp.
Income Fund was managed by Fidelity Management Trust
Company through December 31, 1995 and by Dwight Asset
Management Company beginning January 1, 1996. At
December 31, 1996 and 1997, the interest rates ranged
from 5.21% to 7.33%.
The Fidelity mutual funds are managed by Fidelity
Investments, a registered investment advisor.
The Vanguard mutual funds are managed by The Vanguard
Group, a registered investment advisor.
4. ROLLOVERS FROM OTHER QUALIFIED PLANS
During 1997 and 1996, participants in the Savings Plan
transferred approximately $28.0 million and $77.0
million, respectively, by means of direct trust-to-trust
transfers from the Enron Corp. Employee Stock Ownership
Plan to the Savings Plan.
5. FEDERAL INCOME TAXES
No provision for Federal income taxes is required since
the Savings Plan is a qualified plan under Section
401(k) and its related trust is tax-exempt under Section
501(a) of the Code. A favorable determination letter,
dated March 5, 1996, was received from the IRS stating
that the plan, as amended and restated through December
31, 1994, is a qualified plan and its related trust is
tax-exempt. The Savings Plan has been amended since
receiving the determination letter. However, the
Savings Plan's administrator and tax counsel believe
that the Savings Plan is designed and is currently being
operated in compliance with the applicable provisions of
the Code.
Enron may deduct for Federal income tax purposes the
amount of its contributions to the Savings Plan, and
neither such contributions to the Savings Plan nor the
income of the funds will be taxable to a participant as
income prior to the time that such participant receives
a distribution thereof from the Savings Plan. A
participant is not taxed on his tax deferred
contributions to the Savings Plan until the participant
receives a distribution thereof from the Savings Plan.
The participant's taxability is in accordance with the
Code. Generally, the Code imposes on distributions from
the Savings Plan made to a participant before age 59
1/2, death, or disability, a penalty tax equal to 10% of
the amount of the distribution that is includable in the
participant's gross income.
6. WITHDRAWALS
When a participant terminates employment with Enron,
such participant may elect to receive a distribution of
the balance in his account in the form of a cash
payment, except that distributions from the Enron or EOG
stock funds may be in the form of a cash payment or in
shares of Enron or EOG stock.
7. TRUSTEE
Northern Trust Company ("Northern") serves as the
Trustee of the Savings Plan. Enron and the Savings Plan
participants pay all of the administrative expenses of
the Savings Plan.
8. EMPLOYER CONTRIBUTION
Effective January 1, 1998, the Savings Plan was amended
to provide a non-discretionary match by Enron to the
contributions of active employees. The matching
contributions will be 50% of the before-tax employee
contributions which were not in excess of 2%, 4% and 6%,
respectively, of the employee's base monthly pay during
the plan year 1998, 1999 and 2000 and thereafter.
Enron's contribution will be invested primarily in
shares of Enron Corp. common stock, except for employees
of Enron Oil & Gas Company and its subsidiaries who can
elect to have the matching contribution invested in
either shares of EOG common stock or Enron Corp. common
stock.
Prior to the amendment, Enron made contributions to the
Savings Plan at its discretion. In 1996, Enron
contributed approximately $1.9 million which was
allocated equally among all full-time employees. In
1997, an affiliate of Enron contributed approximately
$1.7 million to the Savings Plan on behalf of its
employees.
9. REALIZED GAINS ON SALES OF INVESTMENTS, NET
A summary of the realized gains (losses) on sales of
investments is presented below.
<TABLE>
<CAPTION>
ERISA Realized
Proceeds Cost Gains/(Losses)
<S> <C> <C> <C>
Year Ended December 31, 1997
Enron Corp. Stock Fund $ 40,650,212 $ 40,341,719 $ 308,493
Enron Oil & Gas Company
Stock Fund 29,375,788 31,513,175 (2,137,387)
Fidelity Equity Income
Fund 7,701,968 6,784,580 917,388
Fidelity OTC Fund 3,966,923 3,542,605 424,318
Fidelity Balanced Fund 3,332,292 2,709,628 622,664
Fidelity Growth & Income
Fund 6,251,207 4,917,025 1,334,182
Fidelity Magellan Fund 6,411,377 4,910,332 1,501,045
Fidelity Growth Company
Fund 4,997,272 4,581,066 416,206
Fidelity Overseas Fund 2,878,849 2,400,435 478,414
Vanguard Growth Portfolio 2,655,612 2,368,501 287,111
Vanguard Conservative
Growth Portfolio 1,617,492 1,536,261 81,231
Vanguard Moderate Growth
Portfolio 936,914 858,611 78,303
$110,775,906 $106,463,938 $ 4,311,968
</TABLE>
<TABLE>
<CAPTION>
ERISA Realized
Proceeds Cost Gains/(Losses)
<S> <C> <C> <C>
Year Ended December 31, 1996
Enron Corp. Stock Fund $ 88,300,154 $ 83,788,629 $ 4,511,525
Enron Oil & Gas Company
Stock Fund 40,239,108 38,394,016 1,845,092
Fidelity Equity Income
Fund 6,193,824 5,118,768 1,075,056
Fidelity OTC Fund 3,055,133 1,982,874 1,072,259
Fidelity Balanced Fund 3,163,330 3,214,912 (51,582)
Fidelity Growth & Income
Fund 6,704,112 5,719,664 984,448
Fidelity Magellan Fund 10,181,101 8,259,808 1,921,293
Fidelity Growth Company
Fund 4,818,673 4,018,247 800,426
Fidelity Overseas Fund 2,339,605 1,973,524 366,081
Vanguard Growth Portfolio 2,297,373 2,168,567 128,806
Vanguard Conservative
Growth Portfolio 824,429 798,339 26,090
Vanguard Moderate Growth
Portfolio 550,511 527,657 22,854
$168,667,353 $155,965,005 $12,702,348
</TABLE>
<TABLE>
<CAPTION>
ERISA Realized
Proceeds Cost Gains/(Losses)
<S> <C> <C> <C>
Year Ended December 31, 1995
Enron Corp. Stock Fund $ 79,949,997 $ 70,570,778 $ 9,379,219
Enron Oil & Gas Company
Stock Fund 18,302,620 15,607,050 2,695,570
Fidelity Equity Income Fund 3,498,486 2,237,078 1,261,408
Fidelity OTC Fund 1,048,595 658,750 389,845
Fidelity Balanced Fund 2,069,729 2,152,409 (82,680)
Fidelity Growth & Income
Fund 1,660,717 1,216,028 444,689
Fidelity Magellan Fund 2,116,322 1,125,914 990,408
Fidelity Growth Company Fund 1,205,890 686,679 519,211
Fidelity Overseas Fund 1,683,292 1,593,992 89,300
$111,535,648 $ 95,848,678 $15,686,970
</TABLE>
10. FIDELITY DOMESTIC FUNDS
For presentation in the accompanying financial
statements, results for the Fidelity OTC Fund, Balanced
Fund, Growth & Income Fund, Magellan Fund and Growth
Company Fund have been combined under the heading
Fidelity Domestic Funds. Significant activity for each
individual fund is as follows:
<TABLE>
Year Ended December 31, 1997
<CAPTION>
Growth &
OTC Balanced Income
Fund Fund Fund
<S> <C> <C> <C>
Contributions $1,170,382 $ 547,596 $ 2,582,140
Rollovers 297,586 170,086 1,219,379
Interest and dividend income 467,708 170,323 612,557
Realized gains (losses) 424,318 622,664 1,334,182
Unrealized appreciation
(depreciation) (76,760) 100,246 4,548,011
Transfers between funds, net 225,198 482,456 3,856,246
Loans to participants, net (5,031) (304) 65,896
Participant withdrawals (976,880) (339,495) (1,841,142)
Other, net (6,784) (3,427) (20,112)
Net Increase $1,519,737 $1,750,145 $12,357,157
</TABLE>
<TABLE>
<CAPTION>
Growth
Magellan Company
Fund Fund Totals
<S> <C> <C> <C>
Contributions $1,741,540 $1,866,840 $ 7,908,498
Rollovers 385,063 601,071 2,673,185
Interest and dividend income 281,593 1,917,919 3,450,100
Realized gains (losses) 1,501,045 416,206 4,298,415
Unrealized appreciation
(depreciation) 2,212,863 634,688 7,419,048
Transfers between funds, net 420,908 (417,277) 4,567,531
Loans to participants, net 131,383 65,588 257,532
Participant withdrawals (1,633,162) (1,520,872) (6,311,551)
Other, net (13,113) (12,685) (56,121)
Net Increase $5,028,120 $3,551,478 $24,206,637
</TABLE>
<TABLE>
Year Ended December 31, 1996
<CAPTION>
Growth &
OTC Balanced Income
Fund Fund Fund
<S> <C> <C> <C>
Contributions $ 832,191 $ 475,883 $1,629,233
Rollovers 251,080 63,657 731,139
Interest and dividend income 89,020 214,079 307,721
Realized gains (losses) 1,072,259 (51,582) 984,448
Unrealized appreciation
(depreciation) 382,983 161,734 1,667,462
Transfers between funds, net 2,433,754 (1,185,552) 4,925,624
Loans to participants, net (31,687) (55,642) (48,788)
Participant withdrawals (907,975) (523,293) (253,294)
Other, net (6,141) (2,447) (12,960)
Net Increase (Decrease) $4,115,484 $ (903,163) $9,930,585
</TABLE>
<TABLE>
<CAPTION>
Growth
Magellan Company
Fund Fund Totals
<S> <C> <C> <C>
Contributions $ 1,861,836 $ 1,540,032 $ 6,339,175
Rollovers 436,934 547,893 2,030,703
Interest and dividend income 265,340 144,773 1,020,933
Realized gains (losses) 1,921,293 800,426 4,726,844
Unrealized appreciation
(depreciation) (438,682) 1,077,589 2,851,086
Transfers between funds, net (2,645,465) 4,656,793 8,185,154
Loans to participants, net (59,544) (23,558) (219,219)
Participant withdrawals (1,185,967) (1,033,616) (3,904,145)
Other, net (10,493) (10,836) (42,877)
Net Increase $ 145,252 $ 7,699,496 $20,987,654
</TABLE>
<TABLE>
Year Ended December 31, 1995
<CAPTION>
Growth &
OTC Balanced Income
Fund Fund Fund
<S> <C> <C> <C>
Contributions $ 321,196 $ 363,576 $ 670,899
Rollovers 107,280 125,762 278,149
Interest and dividend income 10,433 148,153 148,943
Realized gains (losses) 389,845 (82,680) 444,689
Unrealized appreciation 170,126 332,664 1,131,850
Transfers between funds, net 3,003,872 1,788,994 5,892,573
Loans to participants, net (9,525) (30,731) (14,733)
Participant withdrawals (120,982) (236,718) (336,970)
Other, net (3,522) (3,156) (7,795)
Net Increase $3,868,723 $2,405,864 $8,207,605
</TABLE>
<TABLE>
<CAPTION>
Growth
Magellan Company
Fund Fund Totals
<S> <C> <C> <C>
Contributions $ 1,083,232 $ 532,620 $ 2,971,523
Rollovers 435,179 173,139 1,119,509
Interest and dividend income 108,520 50,807 466,856
Realized gains (losses) 990,408 519,211 2,261,473
Unrealized appreciation 815,699 381,425 2,831,764
Transfers between funds, net 8,616,680 5,758,816 25,060,935
Loans to participants, net (22,843) (22,401) (100,233)
Participant withdrawals (434,545) (159,335) (1,288,550)
Other, net (11,353) (6,314) (32,140)
Net Increase $11,580,977 $7,227,968 $33,291,137
</TABLE>
11. VANGUARD LIFESTYLE FUNDS
For presentation in the accompanying financial
statements, results for the Vanguard Growth Portfolio,
Conservative Growth Portfolio and Moderate Growth
Portfolio have been combined under the heading Vanguard
Lifestyle Funds. Significant activity for each
individual fund is as follows:
<TABLE>
Year Ended December 31, 1997
<CAPTION>
Conservative Moderate
Growth Growth Growth
Portfolio Portfolio Portfolio Totals
<S> <C> <C> <C> <C>
Contributions $ 632,365 $ 114,144 $ 207,890 $ 954,399
Rollovers 386,315 113,028 175,356 674,699
Interest and dividend
income 114,216 58,547 63,404 236,167
Realized gains 287,111 81,231 78,303 446,645
Unrealized appreciation
(depreciation) 309,323 51,539 123,128 483,990
Transfers between funds,
net 1,133,238 (91,220) 625,571 1,667,589
Loans to participants,
net (26,883) 4,067 (11,664) (34,480)
Participant withdrawals (412,243) (158,887) (171,327) (742,457)
Other, net (3,037) (969) (1,266) (5,272)
Net Increase $2,420,405 $ 171,480 $1,089,395 $3,681,280
</TABLE>
<TABLE>
Year Ended December 31, 1996
<CAPTION>
Conservative Moderate
Growth Growth Growth
Portfolio Portfolio Portfolio Totals
<S> <C> <C> <C> <C>
Contributions $ 228,923 $ 34,214 $ 72,032 $ 335,169
Rollovers 370,242 83,331 76,014 529,587
Interest and dividend
income 63,055 37,061 30,419 130,535
Realized gains 128,806 26,090 22,854 177,750
Unrealized appreciation
(depreciation) 39,442 (17,560) 24,468 46,350
Transfers between funds,
net 1,740,551 1,301,923 778,541 3,821,015
Loans to participants,
net 8,489 3,830 (1,724) 10,595
Participant withdrawals (42,628) (106,455) (60,002) (209,085)
Other, net (1,665) (908) (605) (3,178)
Net Increase $2,535,215 $1,361,526 $941,997 $4,838,738
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, members of the Administrative Committee have
duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
ENRON CORP. SAVINGS PLAN
By: Philip J. Bazelides
Chairman of the Administrative Committee
June 22, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report included in this
Annual Report on Form 11-K of the Enron Corp. Savings Plan
into the Company's previously filed Form S-8 Registration
Statement Nos. 33-13397 (Enron Corp. Savings Plan) and 33-
34796 (Enron Corp. Savings Plan) and 33-52261 (Enron Corp.
Savings Plan).
MIR FOX & RODRIGUEZ
Houston, Texas
June 22, 1998
<PAGE>
<TABLE>
ERISA SCHEDULE I
EIN 47-0255140
PLAN NO. 333
ENRON CORP. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
(c)DESCRIPTION OF INVESTMENT
SHARES OR MATURITY INTEREST
(a)(b) ISSUER PAR VALUE DATE RATE (d)COST (e)MARKET VALUE
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS:
NORTHERN TRUST COLLECTIVE STOCK INDEX FUND 9,608,480 $ 9,608,480 $ 9,608,480
SEI STABLE ASSET FUND 5,197,087 5,197,087 5,197,087
TOTAL $ 14,805,567 $ 14,805,567
COMMON STOCKS:
* ENRON CORP. COMMON STOCK 6,661,732 $103,251,244 $276,878,236
* ENRON CORP. CUMULATIVE SECOND PREFERRED
CONVERTIBLE STOCK 70,000 20,181,998 39,718,788
* ENRON OIL & GAS
COMPANY COMMON STOCK 1,340,476 29,302,750 28,401,335
FIDELITY EQUITY INCOME FUND 757,271 30,685,789 39,688,579
FIDELITY OTC FUND 320,964 10,427,177 10,736,253
FIDELITY BALANCED FUND 355,206 5,209,441 5,423,994
FIDELITY GROWTH & INCOME FUND 835,399 25,325,203 31,828,706
FIDELITY MAGELLAN FUND 217,823 18,524,828 20,751,963
FIDELITY GROWTH COMPANY FUND 463,398 18,400,765 20,074,399
FIDELITY OVERSEAS FUND 254,394 8,076,488 8,277,977
VANGUARD GROWTH PORTFOLIO 299,638 4,476,438 4,806,197
VANGUARD CONSERVATIVE GROWTH PORTFOLIO 114,481 1,487,402 1,534,047
VANGUARD MODERATE GROWTH PORTFOLIO 135,272 1,866,779 2,003,379
TOTAL $277,216,302 $490,123,853
<FN>
*Designates party-in-interest
</TABLE>
<PAGE>
<TABLE>
ERISA SCHEDULE I
EIN 47-0255140
PLAN NO. 333
ENRON CORP. SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
(c)DESCRIPTION OF INVESTMENT
SHARES OR MATURITY INTEREST
(a)(b) ISSUER PAR VALUE DATE RATE (d)COST (e)MARKET VALUE
<S> <C> <C> <C> <C> <C>
FIXED INCOME DEPOSIT CONTRACTS:
ALLSTATE GA-5826 $ 4,658,128 6/30/98 6.30% $4,658,128 $ 4,658,128
J.P. MORGAN Enron-02 3,801,697 10/15/98 6.98% 3,801,697 3,801,697
JOHN HANCOCK MUTUAL
LIFE INSURANCE CO. GAC 7374 7,567,881 3/31/00 6.49% 7,567,881 7,567,881
NEW YORK LIFE GA-30282 5,206,827 12/31/98 6.04% 5,206,827 5,206,827
PEOPLES SECURITY BDA00149TR-1 8,032,264 5/15/01 7.12% 8,032,264 8,032,264
PEOPLES SECURITY BDA00149TR-2 3,912,167 11/15/00 7.22% 3,912,167 3,912,167
PEOPLES SECURITY BDA00149TR-6 3,779,965 01/20/04 6.44% 3,779,965 3,779,965
PEOPLES SECURITY BDA00437FR 4,471,938 6/30/99 7.33% 4,471,938 4,471,938
PRINCIPAL MUTUAL 4-20383 4,595,142 9/18/00 6.30% 4,595,142 4,595,142
PROTECTIVE LIFE GA-1206 4,186,147 3/31/98 6.20% 4,186,147 4,186,147
PROVIDENT LIFE AND
ACCIDENT INSURANCE 627-5578 5,232,738 1/31/99 5.21% 5,232,738 5,232,738
STATE STREET 97053 8,045,933 10/15/05 7.06% 8,045,933 8,045,933
SUNLIFE OF CANADA
INSURANCE S-0885-G 10,556,201 6/30/00 5.42% 10,556,201 10,556,201
TRANSAMERICA
OCCIDENTAL LIFE 51362 34,453 12/15/01 6.10% 34,453 34,453
TRANSAMERICA 51313-00 1,742,966 12/31/99 6.15% 1,742,966 1,742,966
TOTAL $75,824,447 $75,824,447
LOANS TO PARTICIPANTS:
PLAN PARTICIPANTS LOANS Interest rate at prime plus one $ - $16,390,678
</TABLE>
<PAGE>
<TABLE>
ERISA SCHEDULE II
EIN 47-0255140
PLAN NO. 333
ENRON CORP. SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
(b)DESCRIPTION OF ASSET
NUMBER OF (c)PURCHASE (d)SELLING (j)NET GAIN/
(a)IDENTITY OF PARTY TRANSACTIONS PRICE PRICE (LOSS)
<S> <C> <C> <C> <C>
NORTHERN TRUST COLLECTIVE STOCK
INDEX FUND
PURCHASES 411 $231,093,414
SALES 435 229,383,802 $229,383,802 $ -
ENRON CORP. COMMON STOCK
PURCHASES 11 23,182,575
SALES 24 15,288,011 40,650,213 25,362,202
ENRON OIL & GAS CO. COMMON STOCK
PURCHASES 49 38,004,349
SALES 49 31,345,250 29,375,788 (1,969,462)
<FN>
NOTE: This schedule is a listing of series of transactions in the same
security which exceeded 5% of the market value of Plan assets held on
January 1, 1997, which totaled $598,462,877. The trustee initiates
and consummates all investment transactions. There were no reportable
single transactions which exceed 5% of the market value of Plan assets
held on January 1, 1997. There were no reportable broker
transactions.
</TABLE>
