ENRON CORP, S-3, 1994-02-04

ENRON CORP
S-3, 1994-02-04
NATURAL GAS TRANSMISISON & DISTRIBUTION

Previous: ENRON CORP, 8-K, 1994-02-04

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1994

REGISTRATION NO. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

DELAWARE
(State or other jurisdiction
of incorporation or organization)

47-0255140
(I.R.S. Employer Identification Number)

REX R. ROGERS, ESQ.
ENRON CORP.
ASSISTANT GENERAL COUNSEL
1400 SMITH STREET, HOUSTON, TEXAS 77002
(713) 853-3069
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices
and agent for service)

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

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

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

______________

CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE (1) FEE

<S> <C> <C> <C> <C>
Common Stock, Par Value
$.10 955,640 $33.00 $31,536,120 $10,875

================================================================================
</TABLE>

(1) Estimated, solely for the purpose of calculating the registration
fee, in accordance with Rule 457(h) on the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c), using the average
of the high and low prices of such stock reported on the New York Stock
Exchange Composite Transactions on January 31, 1994.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

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***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
* NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************

SUBJECT TO COMPLETION, DATED FEBRUARY 4, 1994

PROSPECTUS

ENRON CORP.

955,640 SHARES OF COMMON STOCK

This Prospectus relates to up to 955,640 shares (the "Shares")
of Common Stock, par value $.10 per share ("Common Stock"), of Enron Corp.
("Enron").

The Shares are outstanding shares of Common Stock and are or
may be owned by the Estate of Arthur B. Belfer (the "Belfer Estate" or the
"Selling Stockholder"). See "Selling Stockholder". The Belfer Estate acquired
or will acquire its Shares in a privately negotiated transaction with the Enron
Corp. Savings Plan Trust (the "Trust") in exchange for shares of $10.50
Cumulative Second Preferred Convertible Stock ("Convertible Preferred Stock")
of Enron owned by the Belfer Estate.

The Belfer Estate may offer the Shares from time to time for
its own benefit. It is anticipated that the Belfer Estate will offer Shares
for sale at prevailing prices on the New York Stock Exchange ("NYSE") or the
Midwest or Pacific Stock Exchanges on the date of sale. See "Plan of
Distribution". Enron will not receive any proceeds from the sale of Shares
hereunder. See "Use of Proceeds".

Any broker-dealer effecting sales on behalf of the Selling
Stockholder may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and commissions or
discounts given may be regarded as underwriting discounts under the Securities
Act.

The Common Stock is traded on the NYSE, the Pacific Stock
Exchange and the Midwest Stock Exchange. On February 1, 1994, the last sale
price of the Common Stock as reported on the composite tape for issues listed
on the NYSE was $33.875 per share.

_____________________

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

_____________________

THE DATE OF THIS PROSPECTUS IS , 1994.

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

AVAILABLE INFORMATION

Enron is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following Regional Offices of
the Commission-Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Enron's Common Stock is listed on the NYSE and the Midwest and Pacific Stock
Exchanges. Reports, proxy statements and other information concerning Enron can
be inspected and copied at the respective offices of these exchanges at 20
Broad Street, New York, New York 10005; 120 South LaSalle Street, Chicago,
Illinois 60603; and 301 Pine Street, San Francisco, California 94014.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Enron
(File No. 1-3423) pursuant to the Exchange Act are incorporated herein by
reference as of their respective dates:

(a) Annual Report on Form 10-K for the year ended
December 31, 1992;

(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993;

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(d) Quarterly Report on Form 10-Q for the quarter ended
September 30,
1993; and

(e) Current Reports on Form 8-K filed with the Commission
on October 29, 1993, November 12, 1993, and February
4, 1994.

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

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

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BUSINESS OF ENRON CORP.

Enron, a Delaware corporation organized in 1930, is an
integrated natural gas company headquartered in Houston, Texas. Essentially all
of Enron's operations are conducted through its subsidiaries and affiliates
which are principally engaged in the gathering, transportation and wholesale
marketing of natural gas to markets throughout the United States and
internationally through approximately 44,000 miles of natural gas pipelines;
the exploration for and production of natural gas and crude oil in the United
States and internationally; the production, purchase, transportation and
worldwide marketing of natural gas liquids and refined petroleum products; the
independent (i.e., non-utility) development, promotion, construction and
operation of natural gas-fired power plants in the United States and
internationally which use combined cycle and cogeneration technology to
generate electricity and steam; and the purchasing and marketing of long-term
natural gas commitments.

Natural Gas Pipelines. Enron and its subsidiaries and
affiliates operate pipelines extending from Texas to the Canadian border, and
across the southern United States from Florida to California. Included in
Enron's natural gas operations are four major pipeline companies: Northern
Natural Gas Company ("Northern"), Florida Gas Transmission Company ("Florida
Gas") (indirectly 50% owned by Enron), Transwestern Pipeline Company
("Transwestern") and Houston Pipe Line Company ("Houston Pipe Line").
Northern, Florida Gas and Transwestern are interstate pipelines and are subject
to the regulatory jurisdiction of the Federal Energy Regulatory Commission.
Each pipeline serves customers in a specific geographical area: Northern, the
upper Midwest; Florida Gas, the State of Florida; and Transwestern, principally
the southern California market. At the intersection of these three interstate
pipelines is Houston Pipe Line, located in Texas. Houston Pipe Line is an
intrastate pipeline that serves the natural gas needs of a variety of
industrial customers, utilities and natural gas companies. The Railroad
Commission of Texas has jurisdiction over intrastate gas rates, operations and
transactions in Texas.

Gas Services. Enron Gas Services Corp. and its affiliated
companies ("EGS") purchase natural gas through both short-term and long-term
gas contracts, other contractual arrangements, and production payment
transactions, and market natural gas to local distribution companies, electric
utilities, cogenerators and both commercial and industrial end-users. In
connection with its physical natural gas transactions, EGS also provides price
risk management services to these customers through both physical delivery and
financial arrangements. EGS transports its gas utilizing the services of
third-party pipeline companies and Enron affiliated pipelines.

Power. Enron, through its subsidiary companies, is involved in
the independent (i.e., non utility) development, promotion, construction,
acquisition and operation of natural gas-fired power plants which use combined
cycle and cogeneration technology to generate electricity and steam.
Enron/Dominion Cogen Corp., an operation owned 50% by an Enron subsidiary, owns
the 340 megawatt Clear Lake facility in Pasadena, Texas and the 450 megawatt
Texas City, Texas plant and is a partner in a 300 megawatt facility in Bayport,
Texas. Enron also has a 50% ownership interest in Teesside Power Limited, a
joint venture cogeneration company which owns a 1,875 megawatt independent
power facility at ICI Chemicals & Polymers Limited's Wilton Works Plant in
northeast England. The remaining 50% ownership interest is held by four of the
twelve regional electric companies operating in England. In addition, Enron
affiliated companies have developed diesel fired power plants for projects in
developing countries, where the development, engineering design and
construction are done on an accelerated basis in order to address severe power
shortages. Enron subsidiaries have interests in power facilities in Guatemala
and the Philippines with a total generating

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capacity of approximately 215 megawatts. Enron is currently evaluating
potential power development projects in India, Turkey, Kuwait and Germany.

Oil and Gas Exploration and Production. Enron's natural gas
and crude oil exploration and production operations are conducted through its
subsidiary, Enron Oil & Gas Company ("Enron Oil & Gas"). Enron currently owns
80% of the outstanding common stock of Enron Oil & Gas. Enron Oil & Gas is one
of the largest independent (non-integrated) oil and gas companies in the United
States in terms of domestic proved reserves. Enron Oil & Gas is engaged in the
exploration for, and development and production of, natural gas and crude oil
reserves primarily in major producing basins in the United States and, to a
lesser extent, in Canada and selected other international areas.

Liquid Fuels. Certain Enron subsidiaries are engaged in the
extraction, purchase, transportation and wholesale marketing of natural gas
liquids (propane, ethane, butane and natural gasoline). Liquid fuels operations
also include the production and marketing of methyl tertiary butyl ether. Enron
Liquids Pipeline, L.P., a Delaware limited partnership in which Enron owns an
approximately 15% interest, among other things owns and operates an
approximately 1,600 mile common carrier pipeline that transports natural gas
liquids from the Midwest and Rocky Mountain producing areas to various
midwestern markets.

Enron, a Delaware corporation, has its principal executive
offices at 1400 Smith Street, Houston, Texas 77002, and its telephone number is
713-853-6161.

USE OF PROCEEDS

The Selling Stockholder will receive all of the net proceeds
from the sale of the Shares owned by it. Enron will not receive any of the
proceeds from the sale of the Shares offered hereby.

SELLING STOCKHOLDER

The Belfer Estate may own up to 955,640 shares of Common
Stock. Robert A. Belfer, a director of Enron, is the executor and a
beneficiary of the Belfer Estate. Pursuant to an agreement entered into in
connection with the Belfer Estate's exchange of Convertible Preferred
Stock for Common Stock held by the Trust, Enron will pay all expenses in
connection with the registration and sale of Shares, except any selling
commissions or discounts or brokerage commissions allocable to sales of the
Shares, fees and disbursements of counsel for the Selling Stockholder and any
stock transfer taxes payable by reason of any such sale.

PLAN OF DISTRIBUTION

The Selling Stockholder may sell Shares from time to time in
transactions (which may involve block transactions) on the NYSE or the Midwest
or Pacific Stock Exchanges, in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices; provided, that such transactions will not
include an underwritten public offering. If Shares are sold through brokers,
the Selling Stockholder may pay customary brokerage commissions and charges.

In connection with any sales, any broker-dealer participating
in such sales may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any commissions paid or any discounts or concessions allowed
to any such broker-dealer, and if any such broker-dealer purchases

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Shares as principal, any profits received on the resale of such Shares, may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Belfer Estate is entitled under an agreement with Enron to indemnification
by Enron against certain liabilities, including liabilities under the
Securities Act. In addition, the Selling Stockholder may indemnify any
broker-dealer that participates in transactions involving the sale of Shares
against certain liabilities, including liabilities under the Securities Act.

DESCRIPTION OF ENRON CORP. CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

At December 31, 1993, the authorized capital stock of Enron
was 616,500,000 shares, consisting of:

(a) 1,500,000 shares of Preferred Stock, par value
$100 per share (the "Preferred Stock"), of which no shares
were outstanding;

(b) 5,000,000 shares of Second Preferred Stock, par
value $1 per share (the "Second Preferred Stock"), of which
1,496,677 shares of $10.50 Cumulative Second Preferred
Convertible Stock (the "Convertible Preferred Stock") were
outstanding;

(c) 10,000,000 shares of Preference Stock, par value
$1 per share (the "Preference Stock"), of which no shares were
outstanding; and

(d) 600,000,000 shares of Common Stock, par value
$.10 per share (the "Common Stock"), of which 249,095,312
shares were outstanding.

In general, the classes of authorized capital stock are
afforded preferences with respect to dividends and liquidation rights in the
order listed above. The Board of Directors of Enron is empowered, without
approval of the stockholders, to cause the Preferred Stock, Second Preferred
Stock and Preference Stock to be issued in one or more series, with the numbers
of shares of each series and the rights, preferences and limitations of each
series to be determined by it. Among the specific matters that may be
determined by the Board of Directors are: the annual rate of dividends; the
redemption price, if any; the terms of a sinking or purchase fund, if any; the
amount payable in the event of any voluntary liquidation, dissolution or
winding up of the affairs of Enron; conversion rights, if any; and voting
powers, if any, in addition to those described below. The descriptions set
forth below do not purport to be complete and are qualified in their entirety
by reference to the Restated Certificate of Incorporation of Enron, as amended
(the "Restated Certificate of Incorporation") .

No holders of any class of Enron's capital stock are entitled
to preemptive rights.

PREFERRED STOCK

The holders of the Preferred Stock, Second Preferred Stock and
Preference Stock have no voting rights except as specifically required by
statute and except for certain voting rights specifically provided in Enron's
Restated Certificate of Incorporation and the Certificates of Designation
creating the various series of such classes of stock. In general, a vote of at
least two-thirds of a class, voting as a class, is required to effect (a) any
change in the Restated Certificate of Incorporation or bylaws

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which affects adversely the voting powers, rights or preferences of such class
(if only certain series are affected, separate votes by the series affected are
required); (b) the authorization or creation of, or the increase in the
authorized amount of, any stock of any class, or any security convertible into
stock of any class, ranking prior to such class; (c) the voluntary dissolution,
liquidation or winding up of the affairs of Enron, or the sale, lease or
conveyance by Enron of all or substantially all of its property or assets; or
(d) the purchase or redemption of less than all of such class unless the full
dividend on all such shares has been paid or declared and a sum sufficient for
payment thereof set apart. In addition, the vote of a majority of a class,
voting as a class, is required (i) to increase the authorized amount of such
class, or the authorization or creation of or the increase in the authorized
amount of, any stock of any class, or any security convertible into stock of
any class, ranking on a parity with such class; or (ii) to approve mergers or
consolidations, except under certain conditions. Further, the Restated
Certificate of Incorporation of Enron provides that, in the event dividends
payable on any such class shall be in default in an amount equivalent to six
full quarterly dividends, then the holders of such class, voting separately as
a class, shall be entitled to elect two directors of Enron until such time as
such dividends shall have been paid or funds sufficient therefor deposited in
trust.

The annual rate of dividends payable on shares of the
Convertible Preferred Stock is $10.50 per share, payable quarterly on the first
days of January, April, July and October. These dividend rights are superior
to the dividend rights of the Common Stock.

The Convertible Preferred Stock is redeemable at the option of
Enron at any time, in whole or in part, at a redemption price of $100.00 per
share together with accrued dividends to the date of distribution or payment.
Each share of Convertible Preferred Stock is convertible into 13.652 shares of
Common Stock at any time at the option of the holder.

The amount payable on shares of the Convertible Preferred
Stock in the event of any involuntary or voluntary liquidation, dissolution or
winding up of the affairs of Enron is $100.00 per share, together with accrued
dividends.

COMMON STOCK

So long as any shares of Preferred Stock, Second Preferred
Stock or Preference Stock shall be outstanding, no dividends, whether in cash
or property, shall be paid or declared, nor shall any distribution be made, on
the Common Stock, nor shall any shares of any Common Stock be purchased,
redeemed or otherwise acquired for value by Enron, nor shall Enron permit any
distribution to be made on any Common Stock or shares of Common Stock
purchased, redeemed or otherwise acquired by any subsidiary, unless all
dividends on the Preferred Stock, Second Preferred Stock and Preference Stock
of all series for all past quarterly dividend periods and for the then current
quarterly period shall have been paid or declared and a sum sufficient for the
payment thereof set apart, and unless Enron shall not be in arrears with
respect to any sinking fund requirement for any such shares. The foregoing
provisions shall not, however, apply to a dividend payable in Common Stock, or
the acquisition of shares of Common Stock in exchange for or through
application of the proceeds of the sale of, shares of Common Stock.

Subject to the prior rights of the Preferred Stock, the Second
Preferred Stock and the Preference Stock, the shares of Common Stock of Enron:
(a) are entitled to such dividends as may be declared by the Board of Directors
out of funds legally available therefor; (b) are entitled to one vote per
share; (c) have no preemptive or conversion rights; (d) are not subject to, or
entitled to the benefits of, any redemption or sinking fund provision; and (e)
are entitled upon liquidation to receive

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the assets of Enron remaining after the payment of corporate debts and the
satisfaction of the liquidation preferences of the Preferred Stock, Second
Preferred Stock and Preference Stock.

CERTAIN OTHER PROVISION OF ENRON'S RESTATED CERTIFICATE OF INCORPORATION

The Restated Certificate of Incorporation of Enron limits the
liability of directors of Enron (in their capacity as directors but not in
their capacity as officers) to Enron or its stockholders to the fullest extent
permitted by Delaware law. Specifically, directors of Enron will not be
personally liable for monetary damages for breach of a director's fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to Enron or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper
personal benefit.

Enron's Restated Certificate of Incorporation contains a "fair
price" provision which generally requires that certain mergers, business
combinations and similar transactions with a "Related Person" (generally the
beneficial owner of at least 10 percent of Enron's voting stock) be approved by
the holders of at least 80 percent of Enron's voting stock, unless (a) the
transaction is approved by at least 80 percent of the "Continuing Directors" of
Enron, who constitute a majority of the entire board, (b) the transaction
occurs more than five years after the last acquisition of Enron voting stock by
the related person or (c) certain "fair price" and procedural requirements are
satisfied. Enron's Restated Certificate of Incorporation defines "Business
Transaction" as (a) any merger or consolidation involving Enron or a subsidiary
of Enron, (b) any sale, lease, exchange, transfer or other disposition (in one
transaction or a series of transactions), including without limitation a
mortgage or any other security device, of all or any Substantial Part of the
assets either of Enron or of a subsidiary of Enron, (c) any sale, lease,
exchange, transfer or other disposition of all or any Substantial Part of the
assets of an entity to Enron or a subsidiary of Enron, (d) the issuance, sale,
exchange, transfer or other disposition by Enron or a subsidiary of Enron of
any securities of Enron or any subsidiary of Enron, (e) any recapitalization or
reclassification of Enron's securities (including without limitation, any
reverse stock split) or other transaction that would have the effect of
increasing the voting power of a Related Person, (f) any liquidation, spinoff,
split off, split up or dissolution of Enron, and (g) any agreement, contract or
other arrangement providing for any of the transactions described in this
definition of Business Transaction. Continuing Director is defined to mean a
director who either was a member of the Board of Directors of Enron prior to
the time such Related Person became a Related Person or who subsequently became
a director of Enron and whose election, or nomination for election by Enron's
stockholders, was approved by a vote of at least eighty percent (80%) of the
Continuing Directors then on the Board, either by a specific vote or by
approval of the proxy statement issued by Enron on behalf of the Board of
Directors in which such person is named as nominee for director, without an
objection to such nomination; provided, however, that in no event shall a
director be considered a "Continuing Director" if such director is a Related
Person and the Business Transaction to be voted upon is with such Related
Person or is one in which such Related Person otherwise has an interest (except
proportionately as a stockholder of Enron).

GENERAL

The foregoing statements are summaries of certain provisions
contained in the Restated Certificate of Incorporation of Enron, the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. They do not purport to be complete statements of all

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the terms and provisions of the Restated Certificate of Incorporation, and
reference is hereby made to the Restated Certificate of Incorporation for full
and complete statements of such terms and provisions, including the definitions
of certain terms used herein. Whenever reference has been made to the Restated
Certificate of Incorporation, such Restated Certificate of Incorporation shall
be deemed to be incorporated in such statements as a part thereof and such
statements are qualified in their entirety by such reference. The transfer
agent and registrar of the Convertible Preferred Stock and the Common Stock is
First Chicago Trust Company of New York.

VALIDITY OF SECURITIES

The validity of the Shares will be passed upon by James V.
Derrick, Jr., Esq., Senior Vice President and General Counsel of Enron. Mr.
Derrick owns no shares of Common Stock of Enron, and holds options to purchase
320,000 shares of Common Stock of Enron, 80,000 of which are presently
exercisable.

EXPERTS

The consolidated financial statements and schedules included
and incorporated by reference in Enron's Annual Report on Form 10-K for the
year ended December 31, 1992, incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen & Co., independent public
accountants, as indicated in their reports with respect thereto. The
consolidated financial statements and schedules referred to above and such
reports have been incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

The letter reports of DeGolyer and MacNaughton, independent
petroleum consultants, included as an exhibit to (i) Enron's Annual Report on
Form 10-K for the year ended December 31, 1992, and (ii) Enron's Current Report
on Form 8-K dated February 4, 1994, and the estimates from the reports of that
firm appearing in such Annual Report and Current Report, are incorporated by
reference herein on the authority of said firm as experts in petroleum
engineering and in giving such reports.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution
of the securities being registered are:

<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . . . . . . . . . . . . $10,875
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 15,000*
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . 8,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 1,125*
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $40,000*
-------
</TABLE>

_____________
* Estimated

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of Chapter 1 of Title 8 of the Delaware Code
provides that every corporation created under the provisions thereof shall have
the power to indemnify its directors, officers, employees and agents against
certain liabilities.

The Restated Certificate of Incorporation, as amended, of
Enron contains the following provisions relating to indemnification of
directors and officers:

"1. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit.

2. (A) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense,
liability and loss (including

II-1
<PAGE> 12
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except
as provided in paragraph (B) hereof, the Corporation shall
indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such person while a director or officer,
including, without limitation, service to an employee benefit
plan) in advance of the final disposition of the proceeding,
shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The Corporation
may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing
indemnification of directors and officers.

(B) If a claim under paragraph 2(A) of this Article
XVI is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation,
the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action ( other than an action
brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to
the Corporation ) that the claimant has not met the standards
of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders ) to have made
a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.

(C) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the
Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

(D) The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against
any such expense, liability or loss, whether or

II-2
<PAGE> 13
not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the
Delaware General Corporation Law."

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

ITEM 16. EXHIBITS.

<TABLE>
<S> <C> <C>
*4(a) -- Restated Certificate of Incorporation of Enron, as amended (Exhibit 4(d) to Registration Statement
No. 33-50641, filed October 15, 1993).

*4(b) -- Bylaws of Enron (Exhibit 3.02 to Enron Form 10-K Annual Report for 1990, File No. 1-3423).

5(a) -- Opinion of James V. Derrick, Jr., Esq., Senior Vice President and General Counsel of Enron.

23(a) -- Consent of Arthur Andersen & Co.

23(b) -- Consent of DeGolyer and MacNaughton.

23(c) -- The consent of James V. Derrick, Jr., Esq., is contained in his opinion filed as Exhibit 5(a)
hereto.

24 -- Powers of Attorney.
</TABLE>

____________
* Incorporated by reference as indicated.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

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

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

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

II-3
<PAGE> 14
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Enron Corp. pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;

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

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

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

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

II-4
<PAGE> 15
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable ground to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 3rd day of February, 1994.

ENRON CORP.

By: JACK I. TOMPKINS
------------------------------------
Jack I. Tompkins
Senior Vice President and
Chief Information,
Administrative and Accounting
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 3RD DAY OF FEBRUARY, 1994.

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

JACK I. TOMPKINS Senior Vice President and Chief
____________________________________ Information, Administrative and
(Jack I. Tompkins) Accounting Officer (Principal
Accounting Officer)

KURT S. HUNEKE Vice President, Finance and Treasurer
____________________________________ (Principal Financial Officer)
(Kurt S. Huneke)

WILLIAM A. ANDERS* Director
____________________________________
(William A. Anders)

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

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

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

II-5
<PAGE> 16
JOE H. FOY* Director
________________________________
(Joe H. Foy)

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

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

RICHARD D. KINDER* Director and President and
________________________________ Chief Operating Officer
(Richard D. Kinder)

CHARLES A. LEMAISTRE* Director
__________________________________
(Charles A. Lemaistre)

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

CHARLES E. WALKER* Director
__________________________________
(Charles E. Walker)

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

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

II-6

<PAGE> 1
Exhibit 5(a)

February 3, 1994

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Ladies and Gentlemen:

I am Senior Vice President and General Counsel of Enron Corp.,
a Delaware corporation (the "Company"), and I have advised the Company in
connection with the registration, pursuant to a Registration Statement on Form
S-3 being filed with the Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of the
offering by the Selling Stockholder (as defined in the Registration Statement)
of up to 955,640 outstanding shares of the Company's Common Stock, par value
$.10 per share (the "Common Stock").

In this connection, I have examined the corporate records of
the Company, including its Restated Certificate of Incorporation, as amended,
its Bylaws and minutes of meetings of its directors. I have also examined the
Registration Statement, together with the exhibits thereto and such other
documents as I have deemed necessary for the purpose of expressing the opinion
contained herein.

Based upon the foregoing, I am of the opinion that the Common
Stock is validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of my name in the Prospectus
forming a part of the Registration Statement under the caption "Validity of
Securities". In giving this consent, I do not thereby admit that I am within
the category of persons whose consent is required under Section 7 of the Act
and the rules and regulations thereunder.

Very truly yours,

JAMES V. DERRICK, JR.
Senior Vice President and General Counsel

<PAGE> 1
Exhibit 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 19, 1993, included or incorporated by reference in Enron Corp.'s
Annual Report to Shareholders and Customers on Form 10-K for the year ended
December 31, 1992, and to all references to our Firm included in this
Registration Statement.

Arthur Andersen & Co.

Houston, Texas
February 3, 1994

<PAGE> 1

Exhibit 23(b)

DEGOLYER AND MACNAUGHTON {LETTERHEAD}

February 3, 1994

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Gentlemen:

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3, to be filed with the Securities and
Exchange Commission on or about February 3, 1994, of the references to our firm
and to our opinions delivered to Enron Oil & Gas Company (the Company) relating
to our comparison of estimates prepared by us to those furnished to us by the
Company of proved oil, condensate, natural gas liquids, and natural gas
reserves of certain selected properties owned by the Company as expressed in
our letter reports dated January 31, 1991, January 23, 1992, and January 20,
1993, for estimates as of January 1, 1991, January 1, 1992, and January 1,
1993, respectively, which are included in the section "Oil and Gas Exploration
and Production Properties and Reserves -- Reserve Information" in Enron Corp.'s
Annual Report on Form 10-K for the year ended December 31, 1992, and in Note 18
to the Enron Corp. consolidated financial statements incorporated in Enron
Corp.'s Form 10-K for the year ended December 31, 1992. We also consent to the
incorporation by reference in the Registration Statement on Form S-3 of (i) our
letter report, dated January 20, 1993, addressed to the Company, which is
included as Exhibit 24.03 to Enron Corp.'s Annual Report on Form 10-K for the
year ended December 31, 1992, and (ii) our letter report, dated January 27,
1994, addressed to the Company, which is included as Exhibit 10 to Enron
Corp.'s Current Report on Form 8-K to be filed with the Securities and Exchange
Commission on or about February 3, 1994. We also consent to the reference to
us in the section "Experts" in the Prospectus that is a part of the
Registration Statement.

Very truly yours,

DeGOLYER and MacNAUGHTON

<PAGE> 1
Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of up to 2
million (2,000,000) shares of its Common Stock, $.10 par value, on behalf of
certain "Selling Stockholders" of the Company, the undersigned officer or
director of the Company hereby constitutes and appoints Kenneth L. Lay, Jack I.
Tompkins, Kurt S. Huneke, and Peggy B. Menchaca, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, for him and on his behalf and in his name, place and stead, in any and
all capacities, to sign, execute and file a registration statement on Form S-3
relating to such securities to be filed with the Securities and Exchange
Commission, together with all amendments thereto, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 25th
day of January, 1994.

WILLIAM A. ANDERS
_____________________________
William A. Anders

<PAGE> 2
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

ROBERT A. BELFER
______________________________
Robert A. Belfer

<PAGE> 3
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

NORMAN P. BLAKE, JR.
______________________________
Norman P. Blake, Jr.

<PAGE> 4
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 25th
day of January, 1994.

JOHN H. DUNCAN
_______________________
John H. Duncan

<PAGE> 5
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of January, 1994.

JOE H. FOY
_______________________
Joe H. Foy

<PAGE> 6
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of up to 2
million (2,000,000) shares of its Common Stock, $.10 par value, on behalf of
certain "Selling Stockholders" of the Company, the undersigned officer or
director of the Company hereby constitutes and appoints Kenneth L. Lay, Jack I.
Tompkins, Kurt S. Huneke, and Peggy B. Menchaca, and each of them (with full
power to each of them to act alone), her true and lawful attorney-in-fact and
agent, for her and on her behalf and in her name, place and stead, in any and
all capacities, to sign, execute and file a registration statement on Form S-3
relating to such securities to be filed with the Securities and Exchange
Commission, together with all amendments thereto, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set her hand this 27th
day of January, 1994.

WENDY L. GRAMM
__________________________
Wendy L. Gramm

<PAGE> 7
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of January, 1994.

ROBERT K. JAEDICKE
___________________________
Robert K. Jaedicke

<PAGE> 8
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

RICHARD D. KINDER
__________________________
Richard D. Kinder

<PAGE> 9
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

KENNETH L. LAY
__________________________
Kenneth L. Lay

<PAGE> 10
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

CHARLES A. LeMAISTRE
_________________________________
Charles A. LeMaistre

<PAGE> 11
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

JOHN A. URQUHART
__________________________
John A. Urquhart

<PAGE> 12
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

CHARLS E. WALKER
__________________________
Charls E. Walker

<PAGE> 13
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 26th
day of January, 1994.

HERBERT S. WINOKUR, JR.
__________________________
Herbert S. Winokur, Jr.