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, 1999
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
Benefits as of December 31, 1999 and 1998 5
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1999 6
Notes to Financial Statements 7
Supplemental Schedules:
Schedule H - Line 4(i) - Schedule of Assets Held
for Investment Purposes as of December 31, 1999 13
Schedule H - Line 4(j) - Schedule of Reportable
Transactions for the Year Ended December 31, 1999 16
Self-Directed Brokerage Accounts - Schedule of
Assets 17
Signatures 18
Consents of Independent Public Accountants 19
<PAGE>
Report of Independent Auditors
Administrative Committee of
Enron Corp. Savings Plan
We have audited the accompanying statement of net assets
available for benefits of the Enron Corp. Savings Plan as of
December 31, 1999, and the related statement of changes in
net assets available for benefits for the year then ended.
These financial statements are the responsibility of the
Plan's Administrative Committee. Our responsibility is to
express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States. 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 benefits of the Plan at December 31, 1999, and
the changes in its net assets available for benefits for the
year then ended, in conformity with accounting principles
generally accepted in the United States.
Our audit was performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedules of assets held for
investment purposes at end of year as of December 31, 1999,
and reportable transactions for the year then ended, are
presented for purposes of additional analysis and are not a
required part of the 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.
These supplemental schedules are the responsibility of the
Plan's Administrative Committee. The supplemental schedules
have been subjected to the auditing procedures applied in
our audit of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to
the financial statements taken as a whole.
ERNST & YOUNG LLP
June 5, 2000
<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 benefits of the Enron Corp. Savings Plan
as of December 31, 1998. This financial statement is the
responsibility of the Administrative 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 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 benefits of the Enron Corp. Savings Plan
as of December 31, 1998, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
June 18, 1999
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<CAPTION>
DECEMBER 31,
1999 1998
<S> <C> <C>
Assets
Receivables:
Participant contributions $ - $ 2,453,335
Employer contributions - 301,968
Rollover contributions - 76,913
Income receivable 548,693 575,680
Sales outstanding 6,052,063 992,235
Total receivables 6,600,756 4,400,131
Investments 1,620,324,998 745,292,287
Total assets 1,626,925,754 749,692,418
Liabilities
Cash overdraft 2,885,417 -
Purchases outstanding 689,456 -
Total liabilities 3,574,873 -
Net assets available for benefits $1,623,350,881 $749,692,418
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<S> <C>
Additions:
Employer contributions $ 11,665,295
Participant contributions 45,632,855
Rollover contributions 42,790,683
Net appreciation in fair value
of investments 297,373,081
Interest and dividend income 29,170,609
Total additions 426,632,523
Deductions:
Benefits paid to participants 109,954,008
Administrative expenses 1,153,149
Other expenses 3,220,166
Total deductions 114,327,323
Other changes in net assets:
Transfers from other qualified plans 561,353,263
Net increase 873,658,463
Net assets available for benefits at:
Beginning of year 749,692,418
End of year $1,623,350,881
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
ENRON CORP. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Description of the Plan
The following description of the Enron Corp. Savings Plan
(the "Plan") provides only general information.
Participants should refer to the Plan document for a more
complete description of the Plan's provisions. A copy of
the Plan document is available from Enron Corp. and its
participating employers (collectively, the "Company").
General
The Plan is a tax-qualified defined contribution pension
plan established for the benefit of certain full-time and
part-time employees of the Company, subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). The Plan is intended to meet the
requirements for qualification under section 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code").
Eligible employees may participate in the Plan the first day
of the month coincident with or following their date of
employment.
As of August 16, 1999, Enron Oil & Gas Company ("EOG") changed
its name to EOG Resources, Inc., and is no longer a participating
employer. Therefore, all contributions from EOG employees and
Company matching contributions ceased as of that date. All account
balances relating to EOG employees remained in the Plan as of
December 31, 1999.
Transfers From Other Qualified Plans
Effective July 1, 1999, the Portland General Holdings, Inc.
Retirement Savings Plan was merged into the Plan.
Approximately $546 million in net assets were transferred
into the Plan related to this merger.
Also in 1999, approximately $15 million of net assets were
transferred from qualified plans of businesses acquired, including
the Koch General Holdings, Inc. Retirement Savings Plan,
OmniComp, Inc. Salary Savings Plan, Cogen Technologies
401(k) Savings Plan and The Bentley Company 401(k) Plan.
Participant Contributions
Prior to July 1, 1999, participants could contribute from 1%
to 14% of their eligible base pay in any combination of
before-tax salary deferrals or after-tax contributions
subject to certain limits prescribed by the Code. Effective
July 1, 1999, they may contribute from 1% to 15%.
Participants may also roll over amounts representing
distributions from other qualified plans. During 1999,
participants in the Plan transferred approximately $29.8
million as direct rollovers from the Enron Corp. Employee
Stock Ownership Plan to the Plan.
Participants may direct the investment of their contribution
accounts in 1% increments into any combination of funds
offered by the Plan. Effective July 1,1999, participants
may also elect self-directed brokerage accounts subject to
certain restrictions, as defined by the Plan.
Company Contributions
In 1999, the Company matched 50% of participant before-tax
contributions up to a maximum of 4% of eligible compensation
for most participants. In plan years beginning after 1999,
the Company will match 50% of all participant before-tax
contributions, with the exception of certain of Portland
General's eligible bargaining unit employees, up to a
maximum of 6% of base pay. Portland General eligible
bargaining unit employees that were born before 1957 and
were employed before January 1, 1999 may participate in
either retirement program A or B, while bargaining unit
employees employed after January 1, 1999 may participate in
program B only. For those participants in program A, the
Company matches 100% of before-tax contributions up to a
maximum of 6% of eligible base pay. For those participants
in program B, the Company matches 100% of before-tax
contributions in excess of 5%, but not in excess of 10% of
eligible base pay, and the Company contributes an additional
5% of base pay.
Effective July 1, 1999, Company contributions were no longer
made for field hourly construction workers.
All Company contributions, except the additional 5%
contribution for Portland General participants in retirement
program B and matching contributions for EOG participants,
are invested in the Enron Corp. Stock Fund. Until August 16,
1999, participants who were employees of EOG had the option
of having their Company contributions invested in the Enron
Corp. Stock Fund, EOG Common Stock, or any combination of
the two. At age 50, participants may elect to reallocate their
Company contributions among the other investment options.
Vesting
Participants are immediately 100% vested in their voluntary
contributions plus actual earnings thereon. Eligible
employees hired prior to July 1, 1999 are 100% vested in
their Company contributions and actual earnings thereon.
Eligible employees hired on or after July 1, 1999 become
100% vested in their Company contributions after completing
one year of service. Participants automatically become 100%
vested regardless of length of service i) upon reaching age
65, ii) becoming totally and permanently disabled or iii)
upon death while an employee. Forfeited amounts of
nonvested accounts are used to reduce future Company
matching contributions or administrative expenses of the
Plan.
Withdrawals and Participant Loans
Participants may receive a distribution of the vested
balance in their account due to termination of service,
death, total and permanent disability or retirement.
Account balances less than $5,000 will be paid out as a lump
sum distribution. Account balances over $5,000 may be
received in the form of an annuity or lump sum distribution.
Active participants may receive in-service withdrawals or
hardship withdrawals subject to limitations defined by the
Plan.
Participants may borrow from their accounts a minimum of
$1,000 up to a maximum amount equal to the lessor of $50,000
or 50% of the borrower's vested account balance.
Participants may have no more than one loan outstanding at
any time. Loan terms may not exceed 5 years, except for
loans used for the purchase of a primary residence which may
not exceed 15 years. Loan interest is based on prime plus
1% at the time the loan is issued. Principal and interest
are repaid ratably through payroll deductions.
Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions set forth in ERISA.
2. Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements of the Plan have been
prepared using the accrual basis of accounting in accordance
with accounting principles generally accepted in the United
States. Benefit payments are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States requires management to make estimates that affect the
amounts reported in the financial statements and
accompanying notes and schedules. Actual results could
differ from those estimates.
Investment Valuation and Income Recognition
Short-term investments are stated at cost, which
approximates fair value. Investments in common and preferred
stock and mutual funds are stated at fair value, based on
quotations obtained from national securities exchanges.
Investments in common collective funds are based on quoted
market values as determined by the issuer based on the fair
value of the underlying investments. The investment
contracts with insurance companies are fully benefit-
responsive and, therefore, are recorded at contract value
which approximates fair value. Contract value represents
contributions made under the contract plus interest at the
contract rate less funds used to pay benefits and expenses.
Participant loans are stated at cost, which approximates
fair value.
Purchases and sales of securities are recorded on a trade-
date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
Reclassifications
Certain prior year amounts have been reclassified to conform
to the current year presentation.
Risk and Uncertainties
The Plan provides for various investments in common and
preferred stock, short-term investments, mutual funds, investment
contracts and other investments. 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 statement of net assets available for benefits and
participant account balances.
3. Investments
Individual investments that represent 5% or more of the
Plan's net assets at each date are as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
*Enron Corp. Common Stock $662,118,399 $311,122,953
*Enron Corp. Cumulative Second
Preferred Convertible Stock 84,813,050 54,531,208
*EOG Common Stock - 38,891,298
Fidelity Equity Income Fund 43,159,461 45,138,000
Fidelity Growth & Income Fund 54,925,898 55,860,283
<FN>
*Includes both participant-directed and nonparticipant-
directed amounts.
</TABLE>
During 1999, the Plan's investments (including investments
bought, sold and held during the year) appreciated
(depreciated) in value as follows:
<TABLE>
<S> <C>
Common and preferred stock $223,268,976
Mutual funds 74,141,250
Other investments (37,145)
$297,373,081
Enron Corp. Stock Fund
The Enron Corp. Stock Fund holds shares of Enron Corp.
Cumulative Second Preferred Convertible Stock ("Preferred
Stock") in addition to Enron Corp. Common Stock ("Common
Stock"). The Preferred Stock is convertible into Common
Stock at a fixed rate of 27.304 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 the higher of $10.50 per share or the
equivalent dividend that would be paid if shares of the
Preferred Stock were converted to Common Stock.
Distributions from the Enron Corp. Stock Fund are made in
shares of Common Stock or cash.
Fixed Income Fund
The Fixed Income Fund (the "FIF") invests in guaranteed
investment contracts ("GICs"), synthetic investment
contracts ("SICs") and mutual funds. The GICs are promises
by a bank or insurance company to repay principal plus
accrued income at contract maturity, subject to the credit
worthiness of the issuer. SICs differ from GICs in that the
assets supporting the SICs are owned by the Plan. The bank
or insurance company issues a wrapper contract that allows
participant directed transactions to be made at contract
value. Wrapper contracts are valued as the difference
between the fair value of the supporting assets and contract
value. The assets supporting the SICs are comprised of
common collective funds and mutual funds with fair values of
approximately $85 million and $34 million at December 31,
1999 and 1998, respectively. The contract value of the SICs
at December 31, 1999 and 1998 is $89 million and $32
million, respectively.
Interest crediting rates on the GICs in the FIF are
generally determined at the time of purchase and do not vary
throughout the duration of the contract. Interest crediting
rates on the SICs are reset quarterly based on the yield to
maturity and expected cash flow over the life of each SIC's
supporting assets. At December 31, 1999 and 1998, the
interest crediting rates ranged from 5.16% to 6.67% and
5.21% to 7.33%, respectively.
For the years ended December 31, 1999 and 1998, the
aggregate average annual yield for the investment contracts
in the FIF was 6.30% and 6.36%, respectively. At December
31, 1999 and 1998, fair value of the GICs approximated the
contract value. Withdrawals of the FIF's assets not in
compliance with the investment contracts' provisions are
subject to certain penalties.
4. Stock Funds
The Enron Corp. Stock Fund and the EOG Stock Fund include
both participant and nonparticipant-directed net assets.
Information about the net assets and the significant
components of the changes in net assets relating to these
funds is as follows:
</TABLE>
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
Net assets:
Enron Corp. Common Stock $662,118,399 $311,122,953
Enron Corp. Cumulative Second
Preferred Convertible Stock 84,813,050 54,531,208
EOG Common Stock - 38,891,298
EOG Resources, Inc. Common Stock 25,232,817 -
Common collective funds 6,817,584 6,802,442
Accrued income 292,700 344,854
Sales outstanding 6,052,062 -
Purchases outstanding (689,456) -
$784,637,156 $411,692,755
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
<S> <C>
Changes in net assets:
Employer contributions $ 11,967,263
Participant contributions 11,536,978
Rollover contributions 32,171,842
Interest and dividends 7,674,184
Net appreciation in fair value
of investments 220,237,942
Benefits paid to participants (56,843,121)
Interfund transfers (35,249,826)
Transfers from other qualified plans 181,449,139
$372,944,401
</TABLE>
5. Income Tax Status
The Plan has received a determination letter from the
Internal Revenue Service dated March 5, 1996, stating that
the Plan is qualified under Section 401(a) of the Code and,
therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity
with the Code to maintain its qualification. The Plan has
been amended and restated since receiving the determination.
The Administrative Committee believes the Plan continues to
operate in compliance with the applicable requirements of
the Code and, therefore, believes that the Plan is qualified
and the related trust is tax exempt.
6. Subsequent Event
In February 2000, approximately $80 million of net assets
relating to participant account and loan balances of active
EOG Resources, Inc. employees on August 16, 1999 were
transferred to the EOG Resources, Inc. Savings Plan.
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
SHCEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AT END OF YEAR
AS OF DECEMBER 31, 1999
<CAPTION>
Identity of Issue, Borrower,
Lessor, or Similar Party Description of Investment Cost Current Value
<C> <S> <C> <C>
*Enron Corp. 14,920,978 shares of common stock $213,526,733 $662,118,399
*Enron Corp. 70,000 shares of Cumulative Second
Preferred Convertible Stock 20,181,998 84,813,050
*EOG Resources, Inc. 1,436,869 shares of common stock 27,010,624 25,235,012
Fidelity Investments Equity Income Fund ** 43,159,461
Fidelity Investments OTC Fund ** 43,389,331
Fidelity Investments Balanced Fund ** 13,776,528
Fidelity Investments Growth & Income Fund ** 54,925,898
Fidelity Investments Magellan Fund ** 52,053,300
Fidelity Investments Growth Company Fund ** 66,095,259
Fidelity Investments Overseas Fund ** 15,458,389
Morgan Stanley Dean Witter International Equity Portfolio ** 12,843,833
Morgan Stanley Dean Witter Stable Value II ** 12,516,405
Morgan Stanley Dean Witter Institutional Fund ** 69,122,005
*Northern Trust Company Short-Term Investment Fund ** 8,817,585
SEI Trust Company Stable Asset Fund ** 23,104,191
The Vanguard Group Growth Portfolio ** 59,471,031
The Vanguard Group Conservative Growth Portfolio ** 15,100,126
The Vanguard Group Moderate Growth Portfolio ** 56,542,215
The Vanguard Group Index Trust 500 Portfolio ** 17,371,492
The Vanguard Group Windsor II Fund ** 39,338,566
John Hancock Mutual Life
Insurance Company Investment contract #7374,
6.49%, maturing 3/31/00 ** 4,291,034
John Hancock Mutual Life
Insurance Company Investment contract #14447,
6.10%, maturing 12/15/03 ** 6,367,033
PIMCO Total Return Fund ** 5,751,540
T. Rowe Price Small Cap Fund ** 20,858,406
Principal Mutual Life
Insurance Company Investment contract #4-20383,
6.30%, maturing 9/18/00 ** 5,192,126
Sun Life of Canada Investment contract #S-0885-G,
5.42%, maturing 6/30/00 ** 11,731,504
Transamerica Life Investment contract #51362-00,
6.10%, maturing 12/15/01 ** 38,784
Allstate Insurance Company Investment contract #5926P,
5.66%, maturing 12/31/01 ** 4,326,667
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
SHCEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AT END OF YEAR (CONTINUED)
AS OF DECEMBER 31, 1999
<CAPTION>
Identity of Issue, Borrower,
Lessor, or Similar Party Description of Investment Cost Current Value
<S> <S> <C> <C>
Allstate Insurance Company Investment contract #6229,
7.17%, maturing 12/14/04 $ ** $ 6,018,240
GE Life & Annuity Assurance
Company Investment contract #3322,
6.54%, maturing 12/15/02 ** 5,145,259
John Hancock Mutual Life
Insurance Company Investment contract #9600P,
6.06%, maturing 6/1/01 ** 5,025,047
Monumental Insurance Company Investment contract #ADA00757FRP,
6.32%, maturing 12/22/00 ** 6,589,960
New York Life Insurance
Company Investment contract #30505P,
6.67%, maturing 6/30/00 ** 5,236,073
New York Life Insurance
Company Investment contract #31036,
6.82%, maturing 6/14/02 ** 32,665,985
CDC Financial Synthetic contract wrapper
#1032-01-P, 5.48% ** 715,102
PIMCO Low Duration Fund ** 10,234,021
PIMCO Total Return Fund ** 6,270,666
17,219,789
Transamerica Life Insurance
Company Synthetic contract wrapper
#76644-P, 6.54% ** 1,036,755
*UAM Trust Company Dwight Target 2 Fund ** 7,061,679
*UAM Trust Company Dwight Target 5 Fund ** 22,779,891
30,878,325
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
SHCEDULE H, LINE 4(i) - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
AT END OF YEAR (CONTINUED)
AS OF DECEMBER 31, 1999
<CAPTION>
Identity of Issue, Borrower,
Lessor, or Similar Party Description of Investment Cost Current Value
<S> <S> <C> <C>
State Street Bank Synthetic contract wrapper
#97053, 5.16% $ ** $ 933,782
*UAM Trust Company Dwight Target 2 Fund ** 17,796,118
18,729,900
Monumental Insurance Company Synthetic contract wrapper
#BDA00390TR, 6.35% ** 1,092,649
*UAM Trust Company Dwight Target 5 Fund ** 21,178,055
22,270,704
*Charles Schwab Self-directed brokerage accounts(1) ** 16,118,102
*Participant loans Various maturities and interest
rates ranging from 7.00% to 10.50% ** 20,618,444
$1,620,324,998
<FN>
*Party-in-interest.
**Cost not required for participant-directed investments.
(1) See attached Schedule of Assets prepared by trustee.
</TABLE>
<PAGE>
<TABLE>
ENRON CORP. SAVINGS PLAN
EIN 47-0255140 PLAN NO. 333
SHCEDULE H, LINE 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<CAPTION>
Current Value of
Identity of Description of Cost Asset on Net Gain or
Party Involved Asset Purchase Price Selling Price of Asset Transaction Date (Loss)
Category (iii) - Series of transactions in excess of 5% of the current value of
Plan assets at the beginning of the plan year for investments with participant
and non-participant directed transactions.
<S> <S> <C> <C> <C> <C> <C>
Enron Corp. Common Stock
Purchases $84,222,495 $ - $84,222,495 $ 84,222,495 $ -
Sales - 110,080,950 29,247,387 110,080,950 80,833,563
Enron Oil & Gas Co. Common Stock
Purchases 25,327,462 - 25,327,462 25,327,462 -
Sales - 47,915,395 44,294,845 47,915,395 3,620,550
EOG Resources, Inc. Common Stock
Purchases 22,341,466 - 22,341,466 22,341,466 -
Sales - 17,179,747 17,333,946 17,179,747 (154,199)
</TABLE>
<PAGE>
<TABLE>
SELF-DIRECTED BROKERAGE ACCOUNTS
SCHEDULE OF ASSETS
<CAPTION>
Description of Investment Current Value
<S> <C>
Enron Capital LLC 8% Cumulative
Guaranteed Monthly Income
Preferred Shares $ 93,250
ADC Telecommunications, Inc. 19,302
ACTV, Inc. 9,138
Citigroup, Inc. 36,727
Action Performance Companies, Inc. 9,200
Acclaim Entertainment, Inc. 33,313
Acceptance Insurance Companies, Inc. 5,813
AT&T 41,110
Advance Optic Electronics Inc. 5,075
Advance Tissue Sciences Inc. 1,250
Advisors Inner Circle Funds 4,650
Agilent Technologies, Inc. 23,194
AK Air Group Inc. 2,634
Allegiance Telecom, Inc. 4,613
AltiGen Communications, Inc. 1,031
America Online Inc. 98,521
Amazon.com 2,664
Twentieth Century Emerging Markets 10,464
Amerindo Technology Fund 2,845
Ameritrade Holding Corp 7,591
Amgen, Inc. 18,019
Ampex Corporation 1,563
Analog Devices, Inc. 9,300
Apple Computer, Inc. 10,281
Applied Digital Solutions 5,625
Applied Micro Circuits Corporation 6,363
Applied Materials 46,368
Charter Bancshares 6,563
Ariba Inc. 12,416
ARM Holdings plc 191,500
Bank of America Corp 2,509
At Home Corporation 4,288
Auspex Systems, Inc. 15,375
Autodesk, Inc. 6,750
Avis Rent A Car, Inc. 5,113
BMC Software, Inc. 31,495
Azurix Corp. 170,706
ACT Manufacturing Inc. 37,500
Internet Pictures Corporation 1,656
BEA Systems Inc 13,988
BE Aerospace, Inc. 25,313
BEBE Stores, Inc. 1,620
Bergen Brunswig Corporation 4,156
Berkshire Hathaway Inc. Class B 267,180
1/10 Berkshire Hathaway Inc. 112,200
Bidhit.com, Inc. 5,250
Bio-Technology General Corp. 7,625
Boston Communications Group 1,365
Brightpoint, Inc. 26,250
Bristol-Myers Squibb Company 6,419
BroadVision, Inc. 140,302
Broadcom Corporation 329,029
CacheFlow Inc. 6,534
The Cable & Wireless Group 5,294
CMGI Inc. 1,086,734
Callaway Golf Company 1,769
Calpine Corp 25,600
Catalytica Inc 6,781
Ventro Corp 19,980
CheckFree Holdings Corporation 5,225
Chesapeake Energy Corporation 475
Chevron Corporation 1,807
Cisco Systems, Inc. 447,568
CT Holdings, Inc. 7,078
Citrix Systems, Inc. 172,200
Cobalt Networks, Inc. 13,547
The Coca-Cola Company 13,009
Colorado MEDtech, Inc. 24,000
Commerce One, Inc. 76,635
DaimlerChrysler AG 626
Compaq Computer Corp 65,491
Com21, Inc. 1,369
Concentric Network 6,163
Conexant Systems 16,594
Consolidated Graphics, Inc. 2,241
Copper Mountain Networks, Inc. 17,063
Corel Corporation 1,588
Costco Wholesale Corporation 9,125
Coulter Pharmaceutical, Inc. 1,407
Crescent Real Estate Equities Company 3,675
CytoGentix 3,250
Cutter & Buck Inc. 88,980
DII Group 141,936
DCH Technology 5,936
Target Corp 7,354
Dell Computer Corp 177,123
Digital Island, Inc. 1,903
Digital Generation Systems 1,425
Walt Disney Company 2,925
Dollar General Corp 29,575
Donaldson, Lufkin & Jenret, Inc. 3,323
DoubleClick, Inc. 12,653
Dura Pharmaceuticals, Inc. 6,969
EMC Corporation 43,700
EOG Resources, Inc 87,813
E*Trade Group, Inc. 1,306
EarthLink, Inc. 12,750
Eastman Kodak Company 6,625
Egghead.com 405
Elan Corp., plc 5,900
Elcom International, Inc. 6,800
Emulex Corporation 23,625
Emusic.com, Inc. 1,025
EOTT Energy Partners 2,600
Entrust Technologies, Inc. 5,994
Equinox Systems Inc. 27,000
eSoft, Inc. 29,125
eToys, Inc. 919
Euphonix Inc. 968
Xcelera.com 2,790
Exodus Communications, Inc. 36,946
Express Scripts, Inc. 12,800
Extreme Networks, Inc. 8,350
FedEx Corporation 12,281
Federal Home Loan Mortgage Corp 4,706
FelCor Lodging Trust Incorporated 32,238
Fidelity Select Portfolio 60,276
Fidelity Select Developing
Communications Portfolio 57,514
FileNET Corporation 2,550
Gemstar International Group Limited 60,563
Global Crossing Ltd. 88,300
Firstar Corporation 739
Firsthand Funds Technology 3,050
Ford Motor Co. 5,344
Foundry Networks, Inc. 15,084
Fox Entertainment Group, Inc. 2,494
Franklin Multi-Income Trust 14,750
Fremont US Micro Capital Fund 43,324
Gabelli Asset Fund 2,432
General Electric Co 208,913
General Magic Inc 5,813
General Motors Corp 19,200
Genesis Microchip Inc 2,113
Genome Therapeutics Corp 32,250
Gerber Childrenswear, Inc 5,000
Geron Corp 417
Gillette Co 123,563
Global Industries Ltd 776
Hain Celestial Group Inc 2,238
Hambrecht & Quist Fund Trust
IPO & Emerging Company Fund 8,542
Healtheon/WebMD Corp 3,750
Helix Technology Corp 22,406
Home Depot Inc 97,709
HomeBase Inc 1,225
Homestake Mining Co 7,813
Humana Inc 8,188
Hypertension Diagnostics Inc 14,375
IPS Millennium Fund 15,504
Not Found 45,313
Loral Space & Communications Ltd 4,863
InfoSpace Inc 5,350
Informix Corp 2,275
Inktomi Corp 6,656
Inprise Corp 3,319
Intel Corp 72,358
Interactive Technologies 14,642
Integrated Silicon Solution Inc 3,313
InterDigital Communications Corp 88,125
Intermagnetics General Corp 8,750
Interliant Inc 13,000
International Business Machines 43,200
Interphase Corp 10,563
Internet Capital Group Inc 22,100
Internet Fund Inc 43,214
Intervu Inc 2,625
INVESCO Fund Inc 28,118
INVESCO Fund Inc 3,173
Ivax Corp 7,725
Ixnet Inc 9,038
JDS Uniphase Corp 50,975
JNI Corp 14,190
Jabil Circuit Inc 73,000
Janus Fund Inc 253,420
Janus Olympus Fund 6,328
Janus Mercury Fund 67,776
Janus Worldwide Fund 40,256
Janus Growth & Income Fund 32,952
Janus Global Life Science Fund 2,000
Janus Global Technology Fund 30,191
Johnson & Johnson Inc 20,521
Juno Online Services Inc 431
K Mart Corp 4,025
Keane Inc 3,175
Kinder Morgan Inc 43,753
Knight Trading Group Inc 41,400
Kroger Co 38,543
LSI Logic Corp 40,500
Landrys Seafood Restaurants Inc 869
Jacada Ltd 5,575
Level 3 Communications, Inc 188,313
Lifecore Biomedical Inc 21,125
Eli Lilly and Co 3,325
Loch Harris Inc 6,360
Lowe's Cos Inc 17,925
Lucent Technologies Inc 121,196
Lycos Inc 7,956
MBNA Corp 5,450
MIPS Technologies Inc 10,400
WorldCom Inc 181,474
Magainin Pharmaceuticals Inc 7,250
Maker Communications, Inc 4,275
Mariner Post-Acute Network Inc 3,850
Martha Stewart Living Omnimedia Inc 4,800
Matsushita Electric Industrial Co Ltd 27,900
Madge Networks NV 475
Merck & Co Inc 67,063
Merger Fund 74,790
Metromedia Fiber Network Inc 47,938
Mexico Fund Inc 12,944
Microsoft Corp 508,096
Micron Technology Inc 19,438
Millennium Chemicals Inc 5,925
MiniMed Inc. 25,638
Motorola Inc 52,863
Munder Funds Inc International
NetNet Fund 5,088
Mylan Laboratories Inc 5,038
Nasdaq 100 Index Fund 74,197
Navellier Performance Funds
Mid Cap Growth Portfolio 106,575
Navigant Consulting Inc 6,525
Nevis Fund Inc 14,800
NeoMagic Corp 3,281
Network Appliance Corp 418,635
Netmanage Inc 2,469
Nokia AB Oyj 166,060
Nortel Networks Corp 45,450
Northern Border Partners LP 135,700
Novellus Systems Inc 24,506
NovaMed Eyecare Inc 6,750
Ocean Energy Inc 775
Office Depot Inc 5,469
Oracle Corp 106,571
PBHG Technology and
Communications Fund 28,497
PE Corp (Celera Genomics Group) 4,023
PMC-Sierra Inc 16,031
Parametric Technology Corp 2,706
PAX World Fund Inc 85,124
Paychex Inc 3,200
JC Penney Company Inc 3,052
Pfizer Inc 97,970
Phone.com Inc 11,594
Plains All American Pipeline LP 2,600
Priceline.Com Inc 3,553
Private Business Inc 9,625
ProFunds Ultashort OTC ProFund Fund 1,988
Prosoft Training.com 3,631
Puma Technology Inc 9,144
Q Logic Corp 15,988
Qualcomm Inc 144,775
Quanta Services Inc 5,650
QWest Communications International Inc 6,450
RS Emerging Growth Fund 17,035
RCN Corp 33,950
RTI International Metals, Inc 7,500
Rambus Inc 94,413
RF Micro Devices Inc 6,844
RealNetworks Inc 9,023
Red Hat Inc 31,688
Rentrak Corp 10,594
Renaissance Funds IPO Fund 31,829
Rexall Sundown Inc 3,094
Reynolds Metals 14,252
Rite Aid Corp 15,383
T Rowe Price Science & Technology
Fund Inc 40,143
Rydex Series Trust Biotechnology Fund 4,000
Rydex Series Trust Arktos Fund 29,794
Rydex Series Trust OTC Fund 392,784
S3 INC COM 2,313
Sagent Technology Inc 29,938
St Jude Medical Inc 6,138
Schimatic Technologies 880
Schwab 1000 Fund 85,370
Charles Schwab Corp 34,539
Schwab Capital Trust Institutional
Select S & P 500 Fund 84,205
Scudder Fund Inc 15,652
Sears, Roebuck and Co 9,740
Siebel Systems Inc 2,184
Sonus Pharmaceuticals Inc 10,000
Southwest Airlines Inc 88,902
Spiegel Inc 352
Sprint Corp 6,731
StarBase Corp 21,875
Strong Equity Funds Inc Growth Fund 20,844
Sun Microsystems Inc 222,710
Sybase Inc 8,500
Sycamore Networks Inc 4,928
Sylvan Learning Systems Inc 2,600
Synopsys Inc 6,675
TCW Galileo Funds Inc Small
Capital Growth Fund 30,000
TCW Galileo Funds Inc Aggressive
Growth Equities Fund 20,000
TCW Galileo Funds Inc Select
Equities Fund 30,381
Taiwan Semiconductor Manufacturing
Co Ltd 22,500
Radioshack Corp 9,838
Tekelec 4,500
Tellabs Inc 6,419
Tenet Healthcare Corp 23,500
Texaco Inc 27,156
Texas Instruments Inc 18,503
Third Avenue Value Fund Inc 23,737
Time Warner Inc 3,624
The Titan Corp 23,563
Bid.Com International Inc 503
Tommy Hilfiger Corp 2,331
Toys R Us Inc 86,591
Transaction Systems Architects Inc 56,000
Arbor Fund Golden Oak Small Cap
Value Fund 1,520
Tyco International Ltd 184,656
UMB Scout Worldwide Fund Inc
Worldwide Select Fund 10,173
Uici 6,338
Unisys Corp 6,388
United Parcel Service Inc 33,120
United States Cellular Corp 10,094
Universal Display Corp 8,375
Va Linux Systems Inc 30,994
Advanta Corp 7,250
Verisign Inc 52,508
Veritas Software Corp 1,431
VerticalNet Inc 21,648
Viatel Inc 5,363
VISX Inc 56,666
Vodafone Airtouch PLC 17,325
Vivus Inc 12,624
Wal-Mart Stores Inc 16,244
Warburg Pincus Japan Growth Fund Inc 2,629
Warburg Pincus Japan Growth Fund Inc 5,051
Warner-Lambert 16,388
Washington Mutual Inc 13,000
Waste Management Inc 1,719
Weitz Series Fund Inc Value Portfolio 75,536
Wells Fargo & Co 2,628
Wind River Systems Inc 7,325
World Wrestling Federation
Entertainment Inc 1,725
XOMA, Ltd. 12,000
Xerox Corp. 454
Xilinx Inc. 31,828
Yahoo! Inc. 43,269
US Bancorp (Delaware) 47,625
USX - Marathon Group 2,469
HEALTHSOUTH Corp 1,075
Ciena Corp 11,500
Bank One Corp 9,943
US Treasury Bond 45,809
Federal Home Loan Bank 6.03% Bond 104,409
Federal Home Loan Bank 7.05% Bond 113,491
Home Federal Bancorp 79,350
Federal Home Loan Mortgage Corp
7.25% Bond 94,546
FNMA Bond 97,922
Enron Corp Bond 95,400
Hilton Hotels Corp 81,884
Lexington GNMA Income Fund Inc 29,489
R.J. Reynolds Tobacco Holdings Inc 40,361
T Rowe Price Spectrum Income Fund 142,109
Saks Inc Bond 38,531
Schwab Charles Family Money Market
Fund 2,274,859
Schwab Value Advanced Money Fund 120,892
Scudder High Yield Bond Fund 20,060
Janus Flexible Income Fund 100,369
PaineWebber Group Inc 48,074
Vanguard Convertible Security Fund Inc 44,995
$16,118,102
</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 28, 2000
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-13397, 33-34796,
and 33-52261) pertaining to the Enron Corp. Savings Plan
of our report dated June 5, 2000, with respect to the
financial statements and schedules of the Enron Corp.
Savings Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1999.
ERNST & YOUNG LLP
June 22, 2000
Houston, Texas
<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 22, 2000
