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, 1998
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
Reports of Independent Public Accountants 3
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1998 and 1997 5
Statement of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1998 6
Notes to Financial Statements 7
Exhibit 1 - Statements of Net Assets Available for
Plan Benefits, With Fund Information as of
December 31, 1998 and 1997 12
Exhibit 2 - Statement of Changes in Net Assets
Available for Plan Benefits, With Fund Information
for the Year Ended December 31, 1998 16
Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held
for Investment Purposes as of December 31, 1998 18
Schedule II - Item 27d - Schedule of Reportable
Transactions for the Year Ended December 31, 1998 20
Signatures 21
Consents of Independent Public Accountants 22
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Enron Corp. Savings Plan:
We have audited the accompanying statement of net assets
available for plan benefits of the Enron Corp. Savings Plan
as of December 31, 1998 and the related statement of changes
in net assets available for plan benefits for the year ended
December 31, 1998. These financial statements and the
supplemental schedules referred to below are the
responsibility of the Administrative Committee. Our
responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audit.
We conducted our audit 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 audit provides
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, 1998 and the changes in net assets
available for plan benefits of the Enron Corp. Savings Plan
for the year ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audit was performed 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, 1998, included as Schedule I,
and reportable transactions for the year ended December 31,
1998, included as Schedule II, 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.
ARTHUR ANDERSEN LLP
Houston, Texas
June 18, 1999
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
Enron Corp. Savings Plan:
We have audited the accompanying statement of net assets
available for plan benefits of the Enron Corp. Savings Plan
as of December 31, 1997. The financial statement is the
responsibility of the Committee. Our responsibility is to
express an opinion on this financial statement based on our
audit.
We conducted our audit 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 statement is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statement. 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 audit provides
a reasonable basis for our opinion.
In our opinion, the financial statement referred to above
presents fairly, in all material respects, the net assets
available for plan benefits of the Enron Corp. Savings Plan
as of December 31, 1997, in conformity with generally
accepted accounting principles.
MIR FOX & RODRIGUEZ
Houston, Texas
May 15, 1998
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<CAPTION>
1998 1997
<S> <C> <C>
Assets
Investments
Short-term investments $ 41,363,280 $ 14,805,567
Enron Corp. Common Stock 311,122,953 276,878,236
Enron Corp. Cumulative Second
Preferred Convertible Stock 54,531,208 39,718,788
Enron Oil & Gas Company Common
Stock 38,891,298 28,401,335
Fixed income deposit contracts 70,735,945 75,824,447
Fidelity Equity Income Fund 45,138,000 39,688,579
Fidelity OTC Fund 17,013,272 10,736,253
Fidelity Balanced Fund 10,107,336 5,423,994
Fidelity Growth & Income Fund 55,860,283 31,828,706
Fidelity Magellan Fund 33,159,808 20,751,963
Fidelity Growth Company Fund 26,232,591 20,074,399
Fidelity Overseas Fund 9,395,496 8,277,977
Vanguard Growth Portfolio 9,578,810 4,806,197
Vanguard Conservative Growth
Portfolio 3,117,912 1,534,047
Vanguard Moderate Growth
Portfolio 3,375,675 2,003,379
Participant loans 16,660,655 16,800,915
746,284,522 597,554,782
Receivables
Participant contributions and
loan payments 2,453,335 1,973,758
Employer contributions 301,968 -
Rollover contributions 76,913 -
Accrued income receivable 575,680 280,656
3,407,896 2,254,414
Net Assets Available for Plan Benefits $749,692,418 $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, 1998
<S> <C>
Additions:
Contributions:
Participant contributions $ 30,825,704
Employer contributions 3,720,488
Rollovers from other qualified plans 29,724,925
64,271,117
Net appreciation in fair value of
investments 133,674,154
Interest income 7,661,298
Dividend income 17,991,856
Other, net 76,713
Total Additions 223,675,138
Deductions:
Participant withdrawals (73,791,916)
Total Deductions (73,791,916)
Net Increase in Assets 149,883,222
Net Assets Available for Plan Benefits
Beginning of Year 599,809,196
End of Year $749,692,418
<FN>
The accompanying notes are an integral part of this
financial statement.
</TABLE>
<PAGE>
ENRON CORP. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF THE PLAN
The following description of the Enron Corp. Savings
Plan ("Savings Plan") provides only general information.
Participants should refer to the plan document for a
more complete description of the Savings Plan's
provisions. The Savings Plan is a defined contribution
plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended,
("ERISA") and the Internal Revenue Code of 1986, as
amended, (the "Code").
Employee Contributions
Enron Corp. ("Enron") offers eligible employees the
opportunity to participate in the 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.
Participants electing to participate in the Savings Plan
who are not considered to be "highly compensated" as set
forth in the Code may contribute amounts up to 14
percent of their normal pay on an after-tax or before-
tax basis, or any combination thereof, up to the 14
percent maximum.
Participants who are considered to be "highly
compensated" may contribute amounts up to 11 percent 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 percent. However, the maximum for
before-tax contributions is limited to 8 percent subject
to a maximum contribution amount of $10,000 for the plan
year 1998 (and may be adjusted annually to reflect
changes in the cost of living).
Participants are immediately vested in their voluntary
contributions and actual earnings thereon.
Participants in the Savings Plan can allocate their
contributions to one or more of the following funds:
Enron Corp. Stock Fund
Enron Oil & Gas Company ("EOG") Stock Fund
Fixed Income Fund
Fidelity Equity Income Fund
Fidelity Growth & Income Fund
Fidelity Domestic Funds
Fidelity Balanced Fund
Fidelity Growth Company Fund
Fidelity Magellan Fund
Fidelity OTC Fund
Fidelity Overseas Fund
Vanguard Growth Funds
Vanguard Growth Portfolio
Vanguard Conservative Growth Portfolio
Vanguard Moderate Growth Portfolio
See Exhibits 1 and 2 for individual fund information.
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.
Withdrawals and Participant Loans
When a participant terminates employment with Enron,
such participant may elect to receive a distribution of
the balance in his account. The distribution can be in
the form of a cash payment; 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.
The Savings Plan permits participants to obtain a loan
with a term not to exceed 60 months from their account.
The borrower may have two loans outstanding at any time,
and the maximum amount of any loan shall not be less
than $1,000 and shall not exceed the lesser of (a)
$50,000 or (b) one-half the borrower's account balance.
Loans bear interest at a rate of prime plus one percent.
The interest rate for new loans was 8.75 percent and
9.50 percent as of December 31, 1998 and 1997,
respectively. Loan principal and interest repayments
are made through payroll deductions. Withdrawals,
distributions, and loans to participants are limited as
specified by the Code and related Internal Revenue
Service ("IRS") regulations.
Employer Contributions
Enron makes a non-discretionary match to the
contributions of active employees. The matching
contribution is 50 percent of the before-tax employee
contributions which were not in excess of 2 percent of
the employee's base monthly pay during the plan year
1998. The percentage of the employee's base monthly pay
increases to 4 percent in 1999 and 6 percent in 2000.
Enron's matching contribution is invested in shares of
Enron common stock, except for employees of EOG and its
subsidiaries who can elect to have the matching
contribution invested in either shares of EOG common
stock or Enron common stock.
Participants vest in the employer contributions
immediately, but these amounts are non-participant
directed and therefore may not be moved among funds.
The employer's matching contributions and related
earnings must remain in the form of Enron common stock
or EOG common stock until the participant reaches age 50
or terminates employment and requests a total
distribution. At December 31, 1998 and 1997, the
balance of the non-participating portion of the Enron
Corp. Stock Fund was $103,504,348 and $88,909,053,
respectively. The balance of the non-participating
portion of the EOG Stock Fund at December 31, 1998 was
$279,908. There were no employer contributions to the
EOG Stock Fund prior to January 1, 1998.
Subsequent Event
Effective July 1, 1999, as a result of business acquisitions
made by Enron, several plans, including the Portland General
Holdings, Inc. Retirement Savings Plan, will be merged into
the Savings Plan. In connection with the planned merger,
Savings Plan participants will have the choice of allocating
contributions to six additional mutual funds and a self-
directed brokerage account.
2. ACCOUNTING POLICIES
Basis of Accounting
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
contract value, which equals cost, plus interest earned
at the stated contract rate (the "crediting interest
rate") less payments received and administrative
expenses as of the financial statement dates (see Note
3). 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 common shares into which the Preferred
Stock is convertible (see Note 3). The clearing account
is utilized by the Savings Plan Administrator for
pending transactions such as administrative expenses and
distributions.
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.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and
changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those
estimates.
Risk and Uncertainties
The Savings Plan provides for various investments in
common stock, equity investments, short-term
investments, mutual funds, and guaranteed and other
investment contracts. Investment securities, in
general, are exposed to various risks, such as interest
rate, credit and overall market volatility risk. Due to
the level of risk associated with certain investment
securities, it is reasonably possible that changes in
the values of investment securities will occur in the
near term and that such changes could materially affect
the amounts reported in the statements of net assets
available for plan benefits and participant account
balances.
Reclassifications
Certain reclassifications have been made to prior year
financial statements to conform to current year
presentation.
3. INVESTMENTS
Employee contributions to the Savings Plan are invested
as designated by the employee.
The Savings Plan permits the Enron Corp. Stock Fund to
hold shares of the Preferred Stock in addition to Enron
common stock. The Preferred Stock is convertible into
Enron 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.
Distributions from the Enron Corp. Stock Fund are made
in shares of Enron common stock or in cash.
The Savings Plan's Fixed Income Fund invests in
guaranteed investment contracts and other investment
contracts, including synthetic instruments each
consisting of an investment and a contract, issued by
insurance companies. Both types of investment
contracts, because they contain certain guaranteed
liquidity provisions, are defined as benefit-responsive
investments under generally accepted accounting
principles. The estimated fair value of guaranteed and
other investment contracts approximated contract value
as of December 31, 1998 and 1997. The contractual
component of the other investment contracts was not
material as of December 31, 1998 and 1997, and has
been reflected with the other investment contracts in
the statements of net assets available for plan benefits.
The crediting interest rate for the guaranteed
investment contracts is established at the time of the
purchase of the contract and does not vary throughout
the duration of the contract. The crediting interest
rate for the other investment contracts is reset
quarterly based upon the terms of the contract and the
performance of the underlying assets. As of December
31, 1998 and 1997, the crediting interest rate for the
Fixed Income Fund was 6.33 percent and 6.28 percent,
respectively. The aggregate yield for the Fixed Income
Fund was 6.36 percent for 1998.
The Fixed Income Fund is managed by Dwight Asset
Management Company.
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 1998, participants in the Savings Plan
transferred approximately $21.1 million 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(a) 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 believes 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
percent of the amount of the distribution that is
includable in the participant's gross income.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, Enron
has the right under the Savings Plan to discontinue its
contributions at any time and to terminate the Savings
Plan subject to the provisions of ERISA.
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.
<PAGE>
<TABLE>
EXHIBIT 1
ENRON CORP. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<CAPTION>
Non-Participant Directed Participant Directed
Enron Oil & Enron Oil &
Enron Corp. Gas Company Clearing Enron Corp. Gas Company Fixed
Assets Stock Fund Stock Fund Account Stock Fund Stock Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Investments:
Short-term investments $ 1,571,224 $ 15,050 $ 717,905 $ 3,153,772 $ 2,075,946 $ 33,829,383
Enron Corp. Common Stock 101,560,345 - 311,618 209,250,990 - -
Enron Corp. Cumulative Second
Preferred Convertible Stock - - - 54,531,208 - -
Enron Oil & Gas Company
Common Stock - 244,003 673 - 38,646,622 -
Fixed income deposit contracts - - - - - 70,735,945
Fidelity Equity Income Fund - - - - - -
Fidelity OTC Fund - - - - - -
Fidelity Balanced Fund - - - - - -
Fidelity Growth & Income Fund - - - - - -
Fidelity Magellan Fund - - - - - -
Fidelity Growth Company Fund - - - - - -
Fidelity Overseas Fund - - - - - -
Vanguard Growth Portfolio - - - - - -
Vanguard Conservative Growth
Portfolio - - - - - -
Vanguard Moderate Growth
Portfolio - - - - - -
Participant loans - - - - - -
Total Investments 103,131,569 259,053 1,030,196 266,935,970 40,722,568 104,565,328
Receivables:
Participant contributions
and loan payments - - - 737,495 143,816 357,477
Employer contributions 281,228 20,740 - - - -
Rollover contributions - - - 33,315 - -
Transfers between funds, net - - - (366,931) 156,711 2,497
Accrued income receivable 91,551 115 - 236,256 16,932 190,954
Total Receivables 372,779 20,855 - 640,135 317,459 550,928
Net Assets Available for
Plan Benefits $103,504,348 $279,908 $1,030,196 $267,576,105 $41,040,027 $105,116,256
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 1 - Continued
<CAPTION>
Participant Directed
Fidelity
Fidelity Growth & Fidelity Fidelity Vanguard
Equity Income Domestic Overseas Growth Participant 1998
Assets Income Fund Fund Funds Fund Funds Loans Combined
<S> <C> <C> <C> <C> <C> <C> <C>
Investments:
Short-term investments $ - $ - $ - $ - $ - $ - $ 41,363,280
Enron Corp. Common Stock - - - - - - 311,122,953
Enron Corp. Cumulative Second
Preferred Convertible Stock - - - - - - 54,531,208
Enron Oil & Gas Company
Common Stock - - - - - - 38,891,298
Fixed income deposit contracts - - - - - - 70,735,945
Fidelity Equity Income Fund 45,138,000 - - - - - 45,138,000
Fidelity OTC Fund - - 17,013,272 - - - 17,013,272
Fidelity Balanced Fund - - 10,107,336 - - - 10,107,336
Fidelity Growth & Income Fund - 55,860,283 - - - - 55,860,283
Fidelity Magellan Fund - - 33,159,808 - - - 33,159,808
Fidelity Growth Company Fund - - 26,232,591 - - - 26,232,591
Fideltiy Overseas Fund - - - 9,395,496 - - 9,395,496
Vanguard Growth Portfolio - - - - 9,578,810 - 9,578,810
Vanguard Conservative Growth
Portfolio - - - - 3,117,912 - 3,117,912
Vanguard Moderate Growth
Porfolio - - - - 3,375,675 - 3,375,675
Participant loans - - - - - 16,660,655 16,660,655
Total Investments 45,138,000 55,860,283 86,513,007 9,395,496 16,072,397 16,660,655 746,284,522
Receivables:
Participant contributions
and loan payments 278,591 435,671 677,630 96,250 170,139 (443,734) 2,453,335
Employer contributions - - - - - - 301,968
Rollover contributions 8,796 - - - 34,802 - 76,913
Transfers between funds, net (39,862) 15,824 210,030 (1,024) 22,755 - -
Accrued income receivable 7,195 9,927 17,707 2,205 2,838 - 575,680
Total Receivables 254,720 461,422 905,367 97,431 230,534 (443,734) 3,407,896
Net Assets Available for Plan
Benefits $45,392,720 $56,321,705 $87,418,374 $9,492,927 $16,302,931 $16,216,921 $749,692,418
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 1 - Continued
ENRON CORP. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<CAPTION>
Non-Participant Participant Directed
Directed Enron Oil & Fidelity
Enron Corp. Clearing Enron Corp. Gas Company Fixed Equity
Assets Stock Fund Account Stock Fund Stock Fund Income Fund Income Fund
<S> <C> <C> <C> <C> <C> <C>
Investments:
Short-term investments $ 1,396,588 $863,692 $ 3,658,668 $ 990,047 $ 7,896,572 $ -
Enron Corp. Common Stock 87,446,119 - 189,432,117 - - -
Enron Corp. Cumulative Second
Preferred Convertible Stock - - 39,718,788 - - -
Enron Oil & Gas Company
Common Stock - - - 28,401,335 - -
Fixed income deposit contracts - - - - 75,824,447 -
Fidelity Equity Income Fund - - - - - 39,688,579
Fidelity OTC Fund - - - - - -
Fidelity Balanced Fund - - - - - -
Fidelity Growth & Income Fund - - - - - -
Fidelity Magellan Fund - - - - - -
Fidelity Growth Company Fund - - - - - -
Fidelity Overseas Fund - - - - - -
Vanguard Growth Portfolio - - - - - -
Vanguard Conservative Growth
Portfolio - - - - - -
Vanguard Moderate Growth
Portfolio - - - - - -
Participant loans - - - - - -
Total Investments 88,842,707 863,692 232,809,573 29,391,382 83,721,019 39,688,579
Receivables:
Participant contributions and
loan payments - - 672,821 133,875 367,014 241,449
Transfers between funds, net - - (733,559) (804,572) 1,616,684 (106,057)
Accrued income receivable 66,346 - 173,812 6,555 33,943 -
Total Receivables 66,346 - 113,074 (664,142) 2,017,641 135,392
Net Assets Available for Plan
Benefits $88,909,053 $863,692 $232,922,647 $28,727,240 $85,738,660 $39,823,971
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 1 - Continued
<CAPTION>
Participant Directed
Fidelity
Growth & Fidelity Fidelity Vanguard
Income Domestic Overseas Growth Participant 1997
Assets Fund Funds Fund Funds Loans Combined
<S> <C> <C> <C> <C> <C> <C>
Investments:
Short-term investments $ - $ - $ - $ - $ - $ 14,805,567
Enron Corp. Common Stock - - - - - 276,878,236
Enron Corp. Cumulative Second
Preferred Convertible Stock - - - - - 39,718,788
Enron Oil & Gas Company
Common Stock - - - - - 28,401,335
Fixed income deposit contracts - - - - - 75,824,447
Fidelity Equity Income Fund - - - - - 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
Participant loans - - - - 16,800,915 16,800,915
Total Investments 31,828,706 56,986,609 8,277,977 8,343,623 16,800,915 597,554,782
Receivables:
Participant contributions
and loan payments 263,856 498,577 96,108 110,295 (410,237) 1,973,758
Transfers between funds, net 21,039 15,407 (62,621) 53,679 - -
Accrued income receivable - - - - - 280,656
Total Receivables 284,895 513,984 33,487 163,974 (410,237) 2,254,414
Net Assets Available for Plan
Benefits $32,113,601 $57,500,593 $8,311,464 $8,507,597 $16,390,678 $599,809,196
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 2
ENRON CORP. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
<CAPTION>
Non-Participant Directed Participant Directed
Enron Oil & Enron Oil & Fidelity
Enron Corp. Gas Company Clearing Enron Corp. Gas Company Fixed Equity
Assets Stock Fund Stock Fund Account Stock Fund Stock Fund Income Fund Income Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Participant contributions $ - $ - $ - $ 6,269,683 $ 1,593,488 $ 3,663,190 $ 3,606,548
Employer contributions 3,447,318 273,170 - - - - -
Rollovers from other
qualified plans - - - 21,950,143 134,271 1,275,839 623,083
Net appreciation in fair
value of investments 32,100,392 66,099 - 77,461,439 (3,564,955) - 2,411,657
Interest income - - - 289,991 92,739 5,848,012 7,195
Dividend income 1,811,966 2,885 - 4,668,400 173,378 - 2,600,514
Transfers between funds, net (7,499,691) - - (46,234,447) 15,191,968 21,716,635 (210,852)
Other, net (2,129) - 166,504 19,227 (25,518) 29,021 (23,594)
Total Additions 29,857,856 342,154 166,504 64,424,436 13,595,371 32,532,697 9,014,551
Loans to participants, net
of repayments 58,325 (95) - 619,577 75,065 359,522 (26,129)
Participant withdrawals (15,320,886) (62,151) - (30,390,555) (1,357,649) (13,514,623) (3,419,673)
Total Deductions (15,262,561) (62,246) - (29,770,978) (1,282,584) (13,155,101) (3,445,802)
Net Increase (Decrease) 14,595,295 279,908 166,504 34,653,458 12,312,787 19,377,596 5,568,749
Net Assets Available for Plan
Benefits
Beginning of Year 88,909,053 - 863,692 232,922,647 28,727,240 85,738,660 39,823,971
End of Year $103,504,348 $279,908 $1,030,196 $267,576,105 $41,040,027 $105,116,256 $45,392,720
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 2 - Continued
<CAPTION>
Participant Directed
Fidelity
Growth & Fidelity Fidelity Vanguard
Income Domestic Overseas Growth Participant 1998
Assets Fund Funds Fund Funds Loans Combined
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participant contributions $ 4,710,454 $ 7,721,650 $1,291,080 $ 1,969,611 $ - $ 30,825,704
Employer contributions - - - - - 3,720,488
Rollovers from other qualified
plans 2,017,371 2,562,158 253,563 908,497 - 29,724,925
Net appreciation in fair value
of investments 8,258,058 14,498,330 818,345 1,624,789 - 133,674,154
Interest income 9,927 17,707 2,205 2,838 1,390,684 7,661,298
Dividend income 2,836,957 5,101,301 186,205 610,250 - 17,991,856
Transfers between funds, net 9,714,722 4,750,335 (752,155) 3,323,485 - -
Other, net (26,202) (44,280) (6,027) (10,289) - 76,713
Total Additions 27,521,287 34,607,201 1,793,216 8,429,181 1,390,684 223,675,138
Loans to participants, net of
repayments (150,710) (36,071) 26,743 36,512 (962,739) -
Participant withdrawals (3,162,473) (4,653,349) (638,496) (670,359) (601,702) (73,791,916)
Total Deductions (3,313,183) (4,689,420) (611,753) (633,847) (1,564,441) (73,791,916)
Net Increase (Decrease) 24,208,104 29,917,781 1,181,463 7,795,334 (173,757) 149,883,222
Net Assets Available for Plan
Benefits
Beginning of Year 32,113,601 57,500,593 8,311,464 8,507,597 16,390,678 599,809,196
End of Year $56,321,705 $87,418,374 $9,492,927 $16,302,931 $16,216,921 $749,692,418
<FN>
This exhibit is an integral part of the accompanying financial statements.
</TABLE>
<PAGE>
<TABLE>
SCHEDULE I
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<CAPTION>
(c)DESCRIPTION OF INVESTMENT
SHARES OR MATURITY INTEREST
(a)(b)IDENTITY OF ISSUE PAR VALUE DATE RATE (d)COST (e)CURRENT VALUE
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS:
MORGAN STANLEY STABLE VALUE II 622,341 $ 6,223,408 $ 6,223,408
NORTHERN TRUST COLLECTIVE STOCK INDEX FUND 13,944,025 13,944,025 13,944,025
SEI STABLE ASSET FUND 21,195,847 21,195,847 21,195,847
TOTAL $ 41,363,280 $ 41,363,280
COMMON STOCKS:
* ENRON CORP. COMMON STOCK 5,452,319 $90,835,245 $311,122,953
* ENRON CORP. CUMULATIVE SECOND PREFERRED
CONVERTIBLE STOCK 70,000 20,181,998 54,531,208
* ENRON OIL & GAS
COMPANY COMMON STOCK 2,254,568 41,793,328 38,891,298
$152,810,571 $404,545,459
REGISTERED INVESTMENT
COMPANIES:
FIDELITY INVESTMENTS EQUITY INCOME FUND 812,565 $ 36,143,373 $ 45,138,000
FIDELITY INVESTMENTS OTC FUND 389,944 13,344,561 17,013,272
FIDELITY INVESTMENTS BALANCED FUND 617,808 9,620,592 10,107,336
FIDELITY INVESTMENTS GROWTH & INCOME FUND 1,218,593 42,865,205 55,860,283
FIDELITY INVESTMENTS MAGELLAN FUND 274,457 25,568,519 33,159,808
FIDELITY INVESTMENTS GROWTH COMPANY FUND 514,163 21,853,033 26,232,591
FIDELITY INVESTMENTS OVERSEAS FUND 261,131 8,638,619 9,395,496
THE VANGUARD GROUP GROWTH PORTFOLIO 509,782 8,446,217 9,578,810
THE VANGUARD GROUP CONSERVATIVE GROWTH PORTFOLIO 211,959 2,953,707 3,117,912
THE VANGUARD GROUP MODERATE GROWTH PORTFOLIO 200,217 3,036,825 3,375,675
TOTAL $172,470,651 $212,979,183
<FN>
*Designates party-in-interest
</TABLE>
<PAGE>
<TABLE>
SCHEDULE I
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<CAPTION>
(c)DESCRIPTION OF INVESTMENT
SHARES OR MATURITY INTEREST
(a)(b)IDENDITY OF ISSUE PAR VALUE DATE RATE (d)COST (e)CURRENT VALUE
<S> <C> <C> <C> <C> <C>
FIXED INCOME DEPOSIT CONTRACTS:
JOHN HANCOCK MUTUAL LIFE
INSURANCE CO. GAC 7374 $ 8,059,037 3/31/00 6.49% $ 8,059,037 $ 8,059,037
JOHN HANCOCK MUTUAL LIFE
INSURANCE CO. 14447 6,000,000 12/15/03 6.10% 6,000,000 6,000,000
PEOPLES SECURITY BDA00149TR-1 9,701,263 5/15/01 6.66% 9,701,263 9,701,263
PEOPLES SECURITY BDA00149TR-8 3,946,886 5/15/01 6.66% 3,946,886 3,946,886
PEOPLES SECURITY BDA00149TR-6 3,606,331 5/15/01 6.66% 3,606,331 3,606,331
PEOPLES SECURITY BDA00437FR 4,799,731 6/30/99 7.33% 4,799,731 4,799,731
PEOPLES SECURITY BDA00149TR-11 3,368,972 5/15/01 6.66% 3,368,972 3,368,972
PRINCIPAL LIFE 4-20383 4,884,636 9/18/00 6.30% 4,884,636 4,884,636
PROVIDENT LIFE 627-5578 5,505,363 1/31/99 5.21% 5,505,363 5,505,363
STATE STREET BANK 97-053B 7,848,666 10/15/05 7.01% 7,848,666 7,848,666
SUNLIFE OF CANADA
INSURANCE S-0885-G 11,128,348 6/30/00 5.42% 11,128,348 11,128,348
TRANSAMERICA LIFE 51362-00 36,554 12/15/01 6.10% 36,554 36,554
TRANSAMERICA LIFE 51313-00 1,850,158 12/31/99 6.15% 1,850,158 1,850,158
TOTAL $70,735,945 $70,735,945
LOANS TO PARTICIPANTS:
* ENRON CORP. SAVINGS PLAN Plan participant loans,
interest rates ranging
from 7% to 10.5% $16,660,655 $16,660,655
<FN>
*Designates party-in-interest
</TABLE>
<PAGE>
<TABLE>
SCHEDULE II
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
IN-KIND COST OF
(a)IDENTITY OF (b)DESCRIPTION OF (c)PURCHASE IN-KIND (d)SELLING (g)COST OF EXCHANGES ASSETS (i)NET GAIN
PARTY INVOLVED TRANSACTION PRICE(1) EXCHANGES IN PRICE(2) ASSETS OUT EXCHANGED (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C>
ENRON CORP. COMMON STOCK
PURCHASES $11,114,803 $26,170,165 $ - $11,114,803 $ - $9,296,727 $ -
SALES - - 71,727,338 23,325,266 26,373,943 9,593,996 65,182,019
ENRON OIL &
GAS CO. COMMON STOCK
PURCHASES 42,743,915 - - 42,743,915 - - -
SALES - - 27,968,932 29,414,533 786,836 839,527 (1,498,292)
FIDELITY
INVESTMENTS GROWTH & INCOME FUND
PURCHASES 24,825,095 - - 24,825,095 - - -
SALES - - 9,051,576 7,285,094 - - 1,766,482
<FN>
(1) Purchase price includes transaction expenses incurred. The current value
of assets on transaction date is equal to the purchase price.
(2) Selling price is net of transaction expenses. The current value of assets
on transaction date is equal to the selling price.
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,
1998. 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, 1998.
</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: JAMES S. PRENTICE
Chairman of the Administrative Committee
June 29, 1999
<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), 33-34796
(Enron Corp. Savings Plan) and 33-52261 (Enron Corp. Savings
Plan).
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1999
<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), 33-34796
(Enron Corp. Savings Plan) and 33-52261 (Enron Corp. Savings
Plan).
MIR FOX & RODRIGUEZ
Houston, Texas
June 29, 1999
