ENRON CORP, S-3, 1994-07-01

ENRON CORP
S-3, 1994-07-01
NATURAL GAS TRANSMISISON & DISTRIBUTION

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 1, 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 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_________________

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

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

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

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

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share* offering price* fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.10 par value............. 350,585 $33.00 $11,569,305 $3,990
shares**
==========================================================================================================
</TABLE>
* Estimated solely for the purposes of calculating the registration fee
(based on the average of the high and low prices of the Common Stock
as reported in the New York Stock Exchange composite transaction
reporting system on June 29, 1994).

** Plus such indeterminable number of additional shares of Common Stock
as may be issued from time to time as a result of adjustments for
certain stock dividends and stock splits.

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

================================================================================
<PAGE> 2
***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there by 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 JULY 1, 1994

ENRON CORP.

350,585 SHARES

COMMON STOCK

$.10 PAR VALUE
________________

This Prospectus relates to up to 350,585 shares (the "Shares") of Common
Stock, $.10 par value (the "Common Stock"), of Enron Corp. ("Enron") which may
be offered by certain stockholders named herein (the "Selling Stockholders").

Enron has been advised that the Shares being offered hereby may be sold by
or on behalf of the Selling Stockholders through underwriters, brokers or
dealers, or directly to investors pursuant to this Prospectus or in
transactions that are exempt from the requirements of registration under the
Securities Act of 1933, as amended (the "Securities Act"), at a fixed price or
prices, which may be changed from time to time, at market prices prevailing at
the time of such sale, at prices related to such market prices or at negotiated
prices, and in connection therewith distributors' or sellers' commissions may
be paid or allowed, which will not exceed those customary in the types of
transactions involved. Brokers or dealers may act as agent for the Selling
Stockholders, or may purchase shares from the Selling Stockholders as principal
and thereafter resell such shares from time to time in or through transactions
or distributions (which may involve crosses and block transactions) on the New
York Stock Exchange or other United States or foreign stock exchanges where
unlisted trading privileges are available, in the over-the-counter market, in
private transactions or in some combination of the foregoing.

Enron will not receive any of the proceeds of any such sale. The Selling
Stockholders and any broker or dealer who participates in any such sale may be
deemed "underwriters" and any commissions paid in connection with the
distribution may be deemed to be an underwriting discount or commission. See
"Plan of Distribution."

Enron's Common Stock is listed on the New York, Midwest and Pacific Stock
Exchanges. On June 29, 1994, the last reported sales price of the Common Stock
on the New York Stock Exchange was $33.00 per share.

_________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE 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.
<PAGE> 3
IN CONNECTION WITH AN OFFERING THROUGH UNDERWRITERS, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, MIDWEST
OR PACIFIC STOCK EXCHANGES, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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

AVAILABLE INFORMATION

Enron is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; 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 New York, 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 by Enron with the Commission under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in such Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to Enron and the
Shares offered hereby. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission or incorporated by reference herein are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed for a more complete description of the matter involved.
Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Enron (File No.
1-3423) pursuant to Section 13(a) of 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,
1993; and

(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.

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<PAGE> 4
Each document filed by Enron pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

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

BUSINESS OF ENRON

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
energy related commitments.

INTERSTATE PIPELINES. Enron and its subsidiaries operate domestic
interstate pipelines extending from Texas to the Canadian border and across the
southern United States from Florida to California. Included in Enron's
domestic interstate natural gas pipeline operations are Northern Natural Gas
Company ("Northern"), Transwestern Pipeline Company ("Transwestern"), and
Florida Gas Transmission Company ("Florida Gas") (indirectly 50% owned by
Enron). Northern, Transwestern and Florida Gas 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 California market. In addition, Enron holds a
13% interest in Northern Border Partners, L.P. and operates the Northern Border
Pipeline system, which transports gas from western Canada to delivery points in
the midwestern United States. Also, Enron has a 15% interest in Enron Liquids
Pipeline, L.P., which is engaged in pipeline transportation of natural gas
liquids, refined petroleum products and carbon dioxide and is operated by a
wholly owned subsidiary of Enron.

GAS SERVICES. Enron Gas Services Corp. and its affiliated companies
("EGS") purchase natural gas, gas liquids and power through a variety of
contractual arrangements, including both short and long term contracts, the
arrangement of production payment and other financing transactions, and other
contractual arrangements, and market these energy products to local
distribution companies, electric utilities, cogenerators, and both commercial
and industrial end-users. EGS also provides price risk management services in
connection with natural gas, gas liquids and power transactions through both
physical delivery and financial arrangements.

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<PAGE> 5
EGS offers a broad range of non-price regulated natural gas merchant
services by tailoring a variety of supply and marketing options to its
customers' specific needs. EGS's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. EGS provides these
services through a variety of financial instruments, including forward
contracts, swap agreements, options and other contractual commitments.

GAS PROCESSING. Certain Enron subsidiaries are engaged domestically
in the extraction of natural gas liquids ("NGLs") (ethane, propane, normal
butane and isobutane and natural gasoline). NGLs are typically extracted from
natural gas in liquid form under low temperature and high pressure conditions.
Ethane, propane, normal butane, isobutane and natural gasoline are used as
feedstocks for petrochemical plants in the production of plastics, synthetic
rubber and other products. Normal butane and natural gasoline are used by
refineries in the blending of motor gasoline. Isobutane is used in the
alkylation process to enhance the octane content of motor gasoline and is also
used in the production of MTBE, which is used to produce cleaner burning motor
gasoline. Propane is used as fuel for home heating and cooking, crop drying
and industrial facilities and as an engine fuel for vehicles, and ethane is
used as a feedstock for synthetic fuels production.

INTERNATIONAL GAS AND POWER SERVICES. Enron's international
activities principally involve the development, acquisition, promotion, and
operation of natural gas and power projects and the marketing of natural gas
liquids. As is the case in the United States, Enron's emphasis is on
businesses in which natural gas or its components play a significant role.
Development projects are focused on power plants, gas processing and
terminaling facilities, and gas pipelines, while marketing activities center on
fuels used by or transported through such facilities. Enron's international
activities include management of ownership interests and operation of power
plants in England, Germany, Guatemala and the Philippines; a 3,800-mile
pipeline system in southern Argentina; retail gas and propane sales in the
Caribbean basin; processing of natural gas liquids at Teesside, England; and
marketing of natural gas liquids worldwide.

EXPLORATION AND PRODUCTION. Enron's natural gas and crude oil
exploration and production operations are conducted by its subsidiary, Enron
Oil & Gas Company ("EOG"). Enron currently owns 80% of the outstanding common
stock of EOG. EOG is one of the largest independent (non-integrated) oil and
gas companies in the United States in terms of domestic proved reserves. EOG
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, Trinidad and selected other
international areas. At December 31, 1993, EOG had estimated net proved
natural gas reserves of 1,772 billion cubic feet and estimated net proved crude
oil, condensate and natural gas liquids reserves of 20.9 million barrels, and
at such date, approximately 78% of EOG's reserves (on a natural gas equivalent
basis) was located in the United States, 16% in Canada and 6% in Trinidad.

-4-
<PAGE> 6
SELLING STOCKHOLDERS

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

<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered
- ------------------- ------------------ ----------------
<S> <C> <C>
Robert H. Baldwin, Jr. 71,640 24,741

Mark A. Frevert 83,829 42,523

Gene E. Humphrey 69,687 42,523

Kurt S. Huneke 105,654 13,437

Lawrence L. Izzo 30,739 13,437

Lincoln Jones, III 37,267 7,994

Raymond R. Kaskel 48,811 13,437

James W. Kemp 23,461 13,013

Howard D. Martin 46,291 8,062

David H. Odorizzi 48,503 18,218

Lou L. Pai 125,658 63,785

Lawrence E. Reynolds 60,234 13,013

Jude Rolfes 20,178 6,047

Jeffrey K. Skilling 369,136 43,196

Thomas E. White 255,608 19,097

Peter J. Wilt 27,599 8,062
</TABLE>

The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements. Enron will bear substantially all expenses incurred
in connection with the registration of the Shares being offered hereby.

The following Selling Stockholders hold the offices indicated with
Enron or subsidiaries thereof: Robert H. Baldwin, Jr., President and Chief
Executive Officer, Enron Europe Ltd.; Mark A. Frevert, President, Enron Power
Services, Inc.; Gene E. Humphrey, President, Enron Finance Corp.; Kurt S.
Huneke, Vice President, Finance and Treasurer, Enron Corp.; Lawrence L. Izzo,
Senior Vice President, Project Management, Enron Power Corp.; Lincoln Jones,
III, President, Enron Power Corp.; Raymond R. Kaskel, President, Enron Gas
Processing Company; James W. Kemp, Senior Vice President, Engineering, Enron
Emerging Technologies, Inc.; Howard D. Martin, Senior Vice President, Enron
Development Corp.; Lou L. Pai, President, Enron Risk Management Services Corp.;
Lawrence E. Reynolds, Senior Vice President and Chief Engineer, Enron Power
Corp.; Jude Rolfes, Executive Vice President, Project Development, Enron Power
Enterprise Corp.; Jeffrey K. Skilling, Chairman and Chief Executive Officer,
Enron Gas Services Corp.; Thomas E. White, Chairman of the Board and Chief
Executive Officer, Enron Operations Corp.; and Peter J. Wilt, Principal, Enron
Development Corp.

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<PAGE> 7
DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

At June 15, 1994, 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 1,417,183 shares of 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,
of which 251,139,993 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 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

-6-
<PAGE> 8
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 the greater of $10.50 per share or the dividend amount
payable on the number of shares of Common Stock into which one share of
Convertible Preferred Stock is convertible (currently 13.652 shares). Such
dividends are payable quarterly on the first days of January, April, July and
October. These dividend rights are superior to the dividend rights of the
Common Stock.

The Convertible Preferred Stock is redeemable at the option of Enron
at a redemption price of $100.00 per share. 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 voluntary or involuntary liquidation, dissolution or winding up of
the affairs of Enron is $100.00 per share, together with accrued dividends.
The liquidation rights have the same preferences and relationship to other
classes and series as described above with respect to dividend rights.

COMMON STOCK

So long as any shares of Preferred Stock, Second Preferred Stock
(including the Convertible 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 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 PROVISIONS 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

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<PAGE> 9
and similar transactions with a "Related Person" (generally the beneficial
owner of 10 percent of Enron's voting stock) be approved by the holders of 80
percent of Enron's voting stock, unless (a) the transaction is approved by 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, splitoff, splitup or dissolution
of Enron, and (g) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of Business Transaction.
Continuing Director is defined to mean a director who either was a member of
the Board of Directors of Enron prior to the time such Related Person became a
Related Person or who subsequently became a director of Enron and whose
election, or nomination for election by Enron's stockholders, was approved by a
vote of at least 80 percent 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 or incorporated by reference as an exhibit to the Registration Statement
of which this Prospectus is a part. They do not purport to be complete
statements of all 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 Common
Stock is First Chicago Trust Company of New York.

PLAN OF DISTRIBUTION

Enron has been advised that the Shares being offered hereby may be
sold by or on behalf of each of the Selling Stockholders through one or more
broker-dealers, through underwriters, or directly to investors pursuant to this
Prospectus or in transactions that are exempt from the requirements of
registration under the Securities Act, at a fixed price or prices (which may be
changed from time to time), at market prices prevailing at the time of such
sale, at prices related to such market prices or at negotiated prices, and in
connection therewith distributors' or sellers' commissions may be paid or
allowed, which will not exceed those customary in the types of transactions
involved. Broker-dealers may act as agent for the Selling Stockholders, or may
purchase shares from the Selling Stockholders as principal and thereafter
resell such shares from time to time in or through one or more transactions
(which may involve crosses and block transactions) or distributions on the New
York Stock

-8-
<PAGE> 10
Exchange or other exchanges on which the Common Stock can be traded (the
"Exchanges"), in "special offerings," "fixed price offerings" off the floor of
the Exchanges, "exchange distributions" or "secondary distributions" pursuant
to and in accordance with applicable rules of such Exchanges, in the
over-the-counter market, in private transactions or in some combination of the
foregoing.

Any such broker-dealer or underwriter may receive compensation in the
form of underwriting discounts or commissions and may receive commissions from
purchasers of the Shares for whom they may act as agents. If any such
broker-dealer purchases the Shares as principal, they may effect resales of the
Shares from time to time to or through other broker-dealers, and such other
broker- dealers may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchasers of Shares for whom they
may act as agents.

To the extent required, the names of the specific managing underwriter
or underwriters, if any, as well as certain other information, will be set
forth in a Prospectus Supplement. In such event, the discounts and commissions
to be allowed or paid to the underwriters, if any, and the discounts and
commissions to be allowed or paid to dealers or agents, if any, will be set
forth in, or may be calculated from, the Prospectus Supplement.

Any underwriters, brokers, dealers and agents who participate in any
such sale may also be customers of, engage in transactions with, or perform
services for Enron or the Selling Stockholders in the ordinary course of
business.

VALIDITY OF COMMON STOCK

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

EXPERTS

The consolidated financial statements and schedules included in
Enron's Annual Report on Form 10-K for the year ended December 31, 1993,
incorporated by reference in this Prospectus, 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 report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to Enron's Annual Report on Form 10-K for
the year ended December 31, 1993, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.

-9-
<PAGE> 11
================================================================================

TABLE OF CONTENTS

PAGE

PROSPECTUS

Available Information . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . 2
Business of Enron . . . . . . . . 3
Selling Stockholders . . . . . . 5
Description of Capital Stock . . 6
Plan of Distribution . . . . . . 8
Validity of Common Stock . . . . 9
Experts . . . . . . . . . . . . . 9

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

350,585 SHARES

ENRON
CORP (LOGO)

COMMON STOCK
(PAR VALUE $.10 PER SHARE)

________________

PROSPECTUS
________________

================================================================================
<PAGE> 12
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

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

Filing Fee for Registration Statement . . . . . . . $ 3,990
Accounting Fees and Expenses. . . . . . . . . . . . 5,000
Transfer Agent's Fees and Expenses. . . . . . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . . . . . 8,000
Listing Fees. . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 2,010
-------
Total . . . . . . . . . . . . . . . . . . . . . . . $25,000
=======
____________________

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 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

II-1
<PAGE> 13
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 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.

II-2
<PAGE> 14
ITEM 16. EXHIBITS.

*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) - Certificate of Correction to Enron Restated
Certificate of Incorporation, filed with the
Secretary of State of the State of Delaware on May
27, 1994 (Exhibit 4(d) to Registration Statement No.
33-53877 filed on May 27, 1994).

*4(c) - Certificate of Amendment to Enron Restated
Certificate of Incorporation, filed with the
Secretary of State of the State of Delaware on May
27, 1994 (Exhibit 4(e) to Registration Statement No.
33-53877 filed on May 27, 1994).

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

5 - 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 hereto.

24 - Powers of Attorney.
____________________
* Incorporated by reference as indicated.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

II-3
<PAGE> 15
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and

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

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

II-4
<PAGE> 16
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Enron
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston and State of Texas, on the 30th day of
June, 1994.

ENRON CORP.
(Registrant)

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 with Enron indicated and on the 30th day of June, 1994.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
KENNETH L. LAY Chairman of the Board, Chief Executive
- ----------------------------- Officer and Director (Principal Executive
(Kenneth L. Lay) Officer)

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

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

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

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

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

JOE H. FOY* Director
- -----------------------------
(Joe H. Foy)
</TABLE>

II-5
<PAGE> 17

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
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)

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

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

*By: PEGGY B. MENCHACA
--------------------------
(Peggy B. Menchaca)

(Attorney-in-fact for persons indicated)
</TABLE>

II-6
<PAGE> 18
INDEX TO EXHIBITS

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

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

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

5 - 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 hereto.

24 - Powers of Attorney.

____________________
* Incorporated by reference.

<PAGE> 1
EXHIBIT 5

June 29, 1994

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Gentlemen:

As Senior Vice President and General Counsel of Enron Corp., a
Delaware corporation (the "Company"), I am familiar with its Registration
Statement on Form S-3 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the offering by the "Selling Stockholders" named therein of up to
350,585 outstanding shares of the Company's Common Stock, par value $.10 per
share (the "Common Stock").

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

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

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

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

I am a member of the bar of the State of Texas. The opinion set forth
above is limited in all respects to the laws of the State of Texas, the General
Corporation Law of the State of Delaware, and federal law.
<PAGE> 2
Enron Corp.
June 29, 1994
Page 2
_________________

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

Very truly yours,

JAMES V. DERRICK, JR.

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February 18,
1994, included in Enron Corp.'s Annual Report on Form 10-K for the year ended
December 31, 1993, and to all references to our Firm included in this
Registration Statement.

ARTHUR ANDERSEN & CO.

Houston, Texas
June 23, 1994

<PAGE> 1
EXHIBIT 23(b)

DEGOLYER AND MACNAUGHTON
ONE ENERGY SQUARE
DALLAS, TEXAS 75206

June 21, 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 June 22, 1994 (the Registration Statement), 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 23, 1992, January 20,
1993, and January 27, 1994, for estimates as of January 1, 1992, January 1,
1993, and January 1, 1994, 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, 1993, and in Note 20 to the Enron Corp. consolidated financial
statements included in Enron Corp.'s Form 10- K for the year ended December 31,
1993; provided, however, we have not undertaken any review nor are we aware of
whether there might be subsequent events that would affect the accuracy of our
report as of the date of this consent. We also consent to the incorporation by
reference in the Registration Statement of our letter report, dated January 27,
1994, 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, 1993. 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,

/s/ DEGOLYER and MACNAUGHTON
DeGOLYER and MacNAUGHTON

<PAGE> 1
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 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 14th
day of February, 1994.

ROBERT A. BELFER
___________________
Robert A. Belfer
<PAGE> 2
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 14th
day of February, 1994.

NORMAN P. BLAKE, JR.
_______________________
Norman P. Blake, Jr.
<PAGE> 3
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 17th
day of February, 1994.

JOHN H. DUNCAN
__________________
John H. Duncan
<PAGE> 4
POWER OF ATTORNEY