ENRON CORP
10-Q, 1994-08-12
NATURAL GAS TRANSMISISON & DISTRIBUTION
Previous: NORTHEAST UTILITIES, 10-Q, 1994-08-12
Next: NORTHERN STATES POWER CO /MN/, 10-Q, 1994-08-12





            UNITED STATES SECURITIES AND EXCHANGE
                         COMMISSION
                   WASHINGTON, D.C. 20549
                          FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994



                Commission File Number 1-3423
                         ENRON CORP.
   (Exact name of registrant as specified in its charter)
                              
                              
           Delaware                            47-0255140
(State or other jurisdiction of     (I.R.S. Employer Identification
incorporation or organization)                  Number)


        Enron Building
      1400 Smith Street
        Houston, Texas                    77002
(Address of principal executive         (Zip Code)
           Offices)


                       (713) 853-6161
    (Registrant's telephone number, including area code)



   Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes [X]    No [ ]


   Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

            Class                     Outstanding at July 31, 1994

 Common Stock, $.10 Par Value              251,624,615 shares






                           1 of 25

<PAGE>

                ENRON CORP. AND SUBSIDIARIES
                              
                      TABLE OF CONTENTS



                                                          Page No.

PART I. FINANCIAL INFORMATION

   ITEM 1. Financial Statements

       Consolidated Statement of Income - Three
           Months Ended June 30, 1994 and 1993 and
           Six Months Ended June 30, 1994 and 1993            3
       Consolidated Balance Sheet - June 30, 1994
           and December 31, 1993                              4
       Consolidated Statement of Cash Flows - Six
           Months Ended June 30, 1994 and 1993                6
       Notes to Consolidated Financial Statements             7

   ITEM 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations      9

PART II. OTHER INFORMATION

   ITEM 6. Exhibits and Reports on Form 8-K                  24





                              2


<PAGE>
<TABLE>

          PART I. FINANCIAL INFORMATION
          ITEM 1. FINANCIAL STATEMENTS
          ENRON CORP. AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF INCOME
    (In Thousands, Except Per Share Amounts)
                   (Unaudited)

<CAPTION>
                                                 Three Months Ended          Six Months Ended
                                                       June 30,                  June 30,
                                                  1994         1993         1994         1993

<S>                                           <C>          <C>          <C>          <C>
Revenues                                      $1,897,762   $1,907,115   $4,347,488   $3,764,570
Costs and Expenses
   Cost of gas sold                              904,278      925,738    2,246,940    1,771,621
   Cost of other products sold                   467,264      450,988      906,996      861,566
   Operating expenses                            249,884      250,563      472,269      447,892
   Amortization of deferred contract
    reformation costs                             20,528       19,269       44,896       44,078
   Oil and gas exploration expenses               22,233       14,829       38,283       27,703
   Depreciation, depletion and amortization      109,825      108,011      224,873      218,228
   Taxes, other than income taxes                 22,834       26,943       54,170       58,179
                                               1,796,846    1,796,341    3,988,427    3,429,267
Operating Income                                 100,916      110,774      359,061      335,303
Other Income and Deductions
   Equity in earnings of unconsolidated
    subsidiaries                                  23,473       27,461       37,678       46,762
   Interest income                                 8,064        4,723       17,492       12,465
   Other, net                                     36,250        8,716       90,538       25,393
Income before Interest, Minority Interest
 and Income Taxes                                168,703      151,674      504,769      419,923
Interest and Related Charges, net                 67,401       76,621      137,090      148,308
Dividends on Preferred Stock of Subsidiary         4,275            -        8,550            -
Minority Interest                                  6,842        6,705       12,894       12,746
Income Taxes                                      14,584        7,103       97,571       51,396
Net Income                                        75,601       61,245      248,664      207,473
Preferred Stock Dividends                          3,721        4,295        7,443        8,815
Earnings on Common Stock                       $  71,880    $  56,950   $  241,221   $  198,658
Earnings Per Share of Common Stock
   Primary                                     $    0.30    $    0.24   $     0.99   $     0.84

   Fully diluted                               $    0.28    $    0.23   $     0.93   $     0.78

Average Number of Common Shares Used in
 Primary Computation                             243,546      237,832      242,986      237,702
Average Number of Common Shares Used in
 Fully Diluted Computation                       267,092      264,962      266,769      265,456

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>


                                      3

<PAGE>
<TABLE>

               PART I. FINANCIAL INFORMATION - (Continued)
               ITEM 1. FINANCIAL STATEMENTS - (Continued)
                     ENRON CORP. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET
                            (In Thousands)
                              (Unaudited)

<CAPTION>
                                                    June 30,    December 31,
                                                      1994          1993
<S>                                               <C>             <C>
ASSETS

Current Assets
  Cash and cash equivalents                       $  120,024      $140,240
  Trade receivables                                  482,004       783,603
  Other receivables                                   69,116       205,956
  Transportation and exchange gas receivable         114,786       102,887
  Inventories                                        119,031       197,737
  Deferred contract reformation costs                 75,932       103,520
  Assets from price risk management activities       390,232       279,715
  Other                                              199,078       204,952
                                                   1,570,203     2,018,610

Investments and Other Assets
  Investments in and advances to unconsolidated
   subsidiaries                                    1,011,992       697,084
  Deferred contract reformation costs                142,426       168,479
  Assets from price risk management activities     1,045,616       887,342
  Other                                            1,051,870     1,010,028
                                                   3,251,904     2,762,933

Property, Plant and Equipment, at cost            10,832,148    10,886,858
  Less accumulated depreciation, depletion
   and amortization                                4,232,259     4,164,086
                                                   6,599,889     6,722,772

Total Assets                                     $11,421,996   $11,504,315

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>

                                    4

<PAGE>
<TABLE>

             PART I. FINANCIAL INFORMATION - (Continued)
             ITEM 1. FINANCIAL STATEMENTS - (Continued)
                     ENRON CORP. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                               June 30,      December 31,
                                                 1994           1993

<S>                                          <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                           $  694,769    $ 1,477,290
  Transportation and exchange gas payable        94,830         98,569
  Accrued taxes                                  86,357         88,837
  Accrued interest                               50,964         53,292
  Liabilities from price risk management
   activities                                   623,504        609,403
  Other                                         326,694        348,198
                                              1,877,118      2,675,589

Long-Term Debt                                3,206,185      2,661,240

Deferred Credits and Other Liabilities
  Deferred income taxes                       1,819,996      1,860,237
  Deferred revenue                              278,391        327,802
  Liabilities from price risk management
   activities                                   355,055        330,209
  Other                                         675,383        615,839
                                              3,128,825      3,134,087

Minority Interests                              196,465        196,275

Preferred Stock of Subsidiary Company           213,750        213,750

Shareholders' Equity
  Preferred stock, cumulative, $100 par value         -              -
  Preference stock, cumulative, $1 par value          -              -
  Second preferred stock, cumulative, $1 par
   value                                        141,719        149,668
  Common stock, $0.10 par value                  25,149         24,910
  Additional paid in capital                  1,756,035      1,707,938
  Retained earnings                           1,249,752      1,104,986
  Cumulative foreign currency translation
   adjustment                                  (147,801)      (138,704)
  Other, including Flexible Equity Trust       (225,201)      (225,424)
                                              2,799,653      2,623,374

Total Liabilities and Shareholders' Equity  $11,421,996    $11,504,315

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>

                                    5

<PAGE>
<TABLE>

                PART I. FINANCIAL INFORMATION - (Continued)
                ITEM 1. FINANCIAL STATEMENTS - (Continued)
                       ENRON CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                             (In Thousands)
                              (Unaudited)


<CAPTION>
                                                      Six Months Ended
                                                          June 30,
                                                      1994        1993

<S>                                                <C>         <C>
Cash Flows From Operating Activities
Reconciliation of net income to net cash
 provided by (used in) operating activities
   Net income                                      $ 248,664   $ 207,473
   Depreciation, depletion and amortization          224,873     218,228
   Oil and gas exploration expenses                   38,283      27,703
   Amortization of deferred contract
    reformation costs                                 44,896      44,078
   Deferred income taxes                              50,137      (2,940)
   Gain on sale of assets                            (43,563)     (4,181)
   Regulatory, litigation and other contingency
    adjustments                                      (26,275)      8,444
   Changes in components of working capital         (433,488)   (364,098)
   Deferred contract reformation costs               (34,502)    (96,649)
   Deferred revenues                                  (4,249)      6,273
   Net assets from price risk management
    activities                                      (229,844)     (5,568)
   Other, net                                          9,561    (173,791)
Net Cash Used in Operating Activities               (155,507)   (135,028)
Cash Flows From Investing Activities
   Proceeds from sale of assets and investments      219,374     149,196
   Additions to property, plant and equipment       (269,710)   (253,834)
   Amortization of production payment                (21,494)    (46,643)
   Equity investments                               (216,018)   (280,048)
   Other investments                                 (34,888)    (11,920)
Net Cash Used in Investing Activities               (322,736)   (443,249)
Cash Flows From Financing Activities
   Issuance of long-term debt                         27,278     197,673
   Net increase in short-term borrowings             651,620     722,441
   Decrease in long-term debt                       (134,202)   (208,236)
   Acquisition of treasury stock                        (724)    (77,949)
   Issuance of treasury stock                              -      14,046
   Issuance of common stock                           27,776       5,576
   Dividends paid                                   (113,721)    (93,353)
   Decrease in other long-term obligations                 -     (22,758)
   Decrease in receivable from ESOP                        -      10,000
Net Cash Provided by Financing Activities            458,027     547,440
Decrease in Cash and Cash Equivalents                (20,216)    (30,837)
Cash and Cash Equivalents, Beginning of Period       140,240     141,689
Cash and Cash Equivalents, End of Period           $ 120,024   $ 110,852

<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>

                                     6

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
         ITEM 1. FINANCIAL STATEMENTS - (Continued)
                ENRON CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The  consolidated financial statements  included  herein
have  been  prepared  by Enron Corp. (Enron)  without  audit
pursuant to the rules and regulations of the Securities  and
Exchange Commission.  Accordingly, these statements  reflect
all   adjustments  (consisting  only  of  normal   recurring
entries)  which are, in the opinion of management, necessary
for  a  fair  statement  of the financial  results  for  the
interim  periods.   Certain information and  notes  normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or  omitted pursuant to such rules and regulations, although
Enron believes that the disclosures are adequate to make the
information  presented not misleading.   These  consolidated
financial statements should be read in conjunction with  the
financial statements and the notes thereto incorporated into
Enron's  Annual  Report  on Form 10-K  for  the  year  ended
December 31, 1993 (Form 10-K).

    Certain  reclassifications have been made  in  the  1993
amounts to conform with the 1994 presentation.

    "Enron" is used from time to time herein as a collective
reference   to   Enron  Corp.  and  its   subsidiaries   and
affiliates,  which  are from time to time referenced  herein
for  reporting purposes as business segments.   In  material
respects,  the  businesses of Enron  are  conducted  by  the
subsidiaries and affiliates whose operations are managed  by
their respective officers.

2. SUPPLEMENTAL CASH FLOW INFORMATION

   Cash paid for income taxes for the first half of 1994 and
1993  was  $29.5  million  and $61.1 million,  respectively.
Cash paid for interest expense for the same periods, net  of
amounts  capitalized, was $126.7 million and $134.1 million,
respectively.

    Changes  in components of working capital for the  first
half of 1994 and 1993 are as follows (in thousands):

<TABLE>
<CAPTION>
                                  1994         1993

<S>                           <C>           <C>
Receivables                   $  20,783     $(458,477)
Inventories                      (7,273)       23,656
Prepayments                       3,516       (38,850)
Payables                       (340,300)      194,898
Accrued taxes                     7,629        (7,515)
Accrued interest                 (2,328)         (464)
Other                          (115,515)      (77,346)
                              $(433,488)    $(364,098)
</TABLE>



                              7

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
         ITEM 1. FINANCIAL STATEMENTS - (Concluded)
                ENRON CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3. LITIGATION

    As  reported in the Form 10-K, TransAmerican Natural Gas
Corporation  (TransAmerican) has filed  a  petition  against
Enron  Corp.  and  Enron  Oil & Gas Company  (EOG)  alleging
breach  of  confidentiality agreements, misappropriation  of
trade  secrets and unfair competition with respect  to  four
tracts in Webb County, Texas, which EOG leased for their oil
and    gas    exploration    and   development    potential.
TransAmerican  seeks  actual damages  of  $100  million  and
exemplary  damages of $300 million.  EOG  has  filed  claims
against  TransAmerican  and  its sole  shareholder  alleging
common law fraud, negligent misrepresentation and breach  of
state  antitrust  laws.  On April 6, 1994, Enron  Corp.  was
granted  summary  judgment, wherein the court  ordered  that
TransAmerican take nothing on its claims against Enron Corp.
As  to EOG, the trial date, which was most recently set  for
September  12,  1994, has been continued  and  there  is  no
current setting.  Although no assurances can be given, Enron
Corp.  and  EOG  believe  that  TransAmerican's  claims  are
without  merit.   Enron  Corp. believes  that  the  ultimate
resolution of this matter will not have a materially adverse
effect on its financial position or results of operations.

   As reported in the Form 10-K, a pipeline company in which
an  Enron affiliate has a minority interest and for which an
Enron affiliate has served as operator, has filed a petition
against Enron and certain affiliates alleging an unspecified
amount of damages relating to the operation of such pipeline
company.  Based upon information currently available, it  is
not  possible  to  predict the outcome of  such  litigation;
however,  Enron  believes that the result will  not  have  a
materially  adverse effect on Enron's financial position  or
results of operations.

4. EOTT ENERGY PARTNERS, L.P.

    During  March 1994, EOTT Energy Corp. (EOTT), a  wholly-
owned  subsidiary of Enron, sold its crude oil  trading  and
transportation operations to EOTT Energy Partners, L.P. (the
EOTT  Partnership) in exchange for common  and  subordinated
units  in the EOTT Partnership.  EOTT continues to own 42.4%
of    the   EOTT   Partnership.    Accordingly,   the   EOTT
Partnership's results of operations are reflected as  equity
in earnings of unconsolidated subsidiaries.

5. SUBSEQUENT EVENT

    During  August  1994, Enron Capital Resources,  L.P.,  a
Delaware  limited partnership in which Enron  Corp.  is  the
sole  general  partner,  issued  3  million  shares  of   9%
Cumulative Preferred Securities, Series A at a price to  the
public  of  $25.00 per share.  Net proceeds of approximately
$72.6   million  were  loaned  to  Enron  by  Enron  Capital
Resources, L.P. and used by Enron to reduce indebtedness and
for other corporate purposes.



                              8

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ENRON CORP. AND SUBSIDIARIES



RESULTS OF OPERATIONS

Second Quarter 1994
vs. Second Quarter 1993

    The  following review of Enron's results  of  operations
should   be   read  in  conjunction  with  the  Consolidated
Financial Statements.

CONSOLIDATED NET INCOME

    Enron's  second  quarter 1994 net  income  increased  to
approximately  $76 million as compared to approximately  $61
million  during the second quarter of 1993.  Net  income  in
the   second   quarter   of  1994  benefited   from   strong
performances  in the gas services segment as well  as  lower
interest expense.  These increases were partially offset  by
lower  income before interest, minority interests and income
taxes  for  the  domestic gas processing  and  international
segments.  Earnings per share rose to $0.30  in  the  second
quarter of 1994 from $0.24 in the same period in 1993.

INCOME BEFORE INTEREST, MINORITY INTERESTS AND INCOME TAXES

    The  following  table presents income  before  interest,
minority  interests  and income taxes  (IBIT)  for  each  of
Enron's operating segments (in millions).

<TABLE>
<CAPTION>
                                         Second Quarter    Increase
                                         1994      1993   (Decrease)

<S>                                      <C>       <C>        <C>
Transportation and Operation             $ 74      $ 73       $ 1
Gas Services                               49        21        28
Gas Processing                             (2)        4        (6)
Exploration and Production                 38        32         6
International  Gas  and Power  Services    13        19        (6)
Corporate and Other                        (3)        3        (6)

   Total                                 $169      $152       $17
</TABLE>

TRANSPORTATION AND OPERATION

   The transportation and operation segment includes Enron's
regulated  natural  gas pipelines, construction,  management
and   operation  of  pipelines,  liquids  plants  and  power
facilities and Enron's investment in crude oil marketing and
transportation  operations and liquids pipeline  operations.
The  segment realized a $1 million increase in IBIT for  the
second  quarter  of 1994 as compared to the same  period  in
1993.   The increase was due primarily to increases in  IBIT
realized  by the regulated natural gas pipelines  offset  by
decreases in earnings from Northern Border Pipeline and EOTT
Energy  Corp.  (EOTT), resulting from changes  in  ownership
interest discussed below.  Subsequent to the second



                              9

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



quarter  of  1993,  Enron  contributed  its  investment   in
Northern  Border  Pipeline  (Northern  Border)  to  Northern
Border  Partners,  L.P., a master limited  partnership  (the
Northern Border Partnership) and subsequently sold a portion
of   its   interest  in  the  Northern  Border  Partnership.
Additionally, in the first quarter of 1994 EOTT,  a  wholly-
owned  subsidiary of Enron, sold its crude oil  trading  and
transportation operations to EOTT Energy Partners, L.P. (the
EOTT  Partnership).  EOTT continues to own 42.4% of the EOTT
Partnership.    The   following  discussion   analyzes   the
significant  changes in the various components of  IBIT  for
the transportation and operation segment.

REVENUES

    Revenues  of  the  transportation and operation  segment
decreased approximately $101 million (33%) during the second
quarter of 1994 as compared to the same period in 1993.  The
decrease  in  revenues  primarily  reflects  reduced   sales
revenue  at Northern Natural Gas Company (Northern  Natural)
as  that  pipeline is now primarily a transporter of natural
gas.   Northern Natural's sales volumes decreased  from  343
million  cubic feet per day (Mmcf/d) to 73 Mmcf/d and  total
transport  volumes  increased from  3,747  Mmcf/d  to  4,256
Mmcf/d when comparing the second quarter of 1993 to the same
period  in  1994.   Additionally, revenues  decreased  as  a
result   of  decreased  ownership  interest  in   the   EOTT
Partnership.

COST OF GAS AND OTHER PRODUCTS SOLD

     The  cost  of  gas  and  other  products  sold  by  the
transportation  and  operation  segment  decreased  by   $60
million (83%) during the second quarter of 1994 compared  to
the  same  period in 1993 primarily as a result of decreased
gas  purchases by Northern Natural as that pipeline  is  now
primarily a transporter of natural gas.

OPERATING EXPENSES

    Operating  expenses in the transportation and  operation
segment  declined 32% during the second quarter of  1994  as
compared  to the same period in 1993.  The decline primarily
reflects  lower operating expenses of the regulated  natural
gas   pipelines  due  to  system  modernization  and   lower
transmission, compression and storage cost of gas  purchased
for   resale  as  a  result  of  the  previously   discussed
transition  to being primarily transporters of natural  gas.
Additionally, operating expenses decreased as  a  result  of
decreased ownership interest in the EOTT Partnership.

   Depreciation expense for the transportation and operation
segment decreased $5 million (17%) during the second quarter
of  1994 as compared to the same period in 1993 primarily as
a  result of a the sale of certain assets, full depreciation
of  certain offshore pipeline assets and decreased ownership
interest in the EOTT Partnership.




                             10

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


OTHER INCOME AND DEDUCTIONS

     Equity   in  earnings  of  unconsolidated  subsidiaries
remained  unchanged  during the second quarter  of  1994  as
compared  to  the  same  period in 1993  reflecting  reduced
earnings  from  Northern  Border  as  a  result  of  Enron's
decreased   ownership  interest  in  the   Northern   Border
Partnership  offset by increased earnings from Citrus  Corp.
as  a  result  of increased allowance for funds used  during
construction related to the Phase III expansion  of  Florida
Gas  Transmission's  pipeline system  (Phase  III)  and  the
formation  of  the  EOTT  Partnership.   Other  income,  net
decreased $4 million for the second quarter of 1994 compared
to  the same period in 1993.  The decrease was primarily due
to   the   inclusion  in  1993  of  adjustments  to  certain
regulatory  reserves  partially offset by  establishment  of
reserves  in  connection  with  the  implementation  of  the
Federal  Energy Regulatory Commission's Order 636.  Interest
income  increased $4 million for the second quarter of  1994
compared to the same period in 1993 due to carrying  charges
associated with recoverable deferred transition costs.

GAS SERVICES

    Enron's  Gas  Services segment (EGS) had a  $28  million
(133%)  increase in IBIT for the second quarter of  1994  as
compared to the same period in 1993.  This increase was  due
primarily  to  increased  earnings  from  the  Power  sector
reflecting  significant contract originations  from  selling
natural  gas to power plants, as well as increased  earnings
in  the  Gas  sector and Clean Fuels portion of the  Liquids
sector.   Offsetting  these  increases  was  a  decline   in
earnings  associated  with  EGS'  finance  activities.   The
following  discussion  analyzes the contributions  from  the
Gas, Power, Finance and Liquids business units.

    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>
                                             Second Quarter
                                             1994       1993

<S>                                         <C>       <C>
  Physical/Notional Quantities (BBtu/d) (1)
     Firm (2)                                6,237     3,756
     Interruptible (3)                         433       923
     Transport Volumes                         624       602
     Financial Settlements (Notional)        9,992     2,904
       Total                                17,286     8,185

     Production Payments and Financings
      Arranged (In Millions)                $198.3    $164.1

     Fixed Price Contract Originations
      (TBtue) (4)                            1,608       956

Liquids Marketing (MMgal) (5)
  Domestic NGL Marketed                        502       620
  International NGL Marketed                   127       132
  MTBE Marketed                                 73        52

                             11

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


<FN>
(1) Billion British thermal units per day.
(2) Commitments  to deliver a specified volume of  gas  at  a
    fixed or market responsive price.
(3) Deliveries of gas on a best-efforts basis.
(4) Trillion British thermal unit equivalent.
(5) Million gallons.
</TABLE>

    The  Gas  operations include price risk  management  and
origination  activities  as well  as  physical  natural  gas
trading  and  transportation activities.  The earnings  from
these  activities increased in the second  quarter  of  1994
primarily  as  a result of increased earnings from  contract
originations and other risk management activities.

    EGS'  Power sector includes activities in North  America
such as providing natural gas contract services to the power
industry,  managing power-related assets and  marketing  and
supplying electricity.  Earnings increased significantly for
1994 due to the completion of long-term contracts related to
supplying natural gas to gas-fired power plants.

     Although   total  production  payments  and  financings
arranged  in the Finance business were greater in 1994  than
1993,  earnings  were lower in the second  quarter  of  1994
primarily  due  to differences in the types of  transactions
originated  in each of these periods and the timing  of  the
income  recognition from those transactions.  

    The  Liquids  business of EGS includes the  natural  gas
liquids  (NGL)  marketing activities  and  the  Clean  Fuels
business, which consists of the methanol and methyl tertiary
butyl  ether (MTBE) businesses.  Earnings increased in  1994
due  to  success and development of new products and service
offerings  as well as increased market prices in  the  Clean
Fuels  business.   This  increase was  partially  offset  by
decline  in  the  domestic NGL marketing activities  due  to
lower product prices.

    EGS'  net  unallocated expenses such  as  rent,  systems
expenses and other support group costs increased in 1994  as
compared  to  1993  due  to  continued  expansion  into  new
markets,  system  upgrades,  and  overhead  associated  with
operational asset management.

GAS PROCESSING

    The  gas processing segment's IBIT decreased $6  million
primarily due to decreased margins and volumes.

    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>
                                         Second Quarter
                                         1994      1993

<S>                                    <C>       <C>
   Total Production Volumes (MMgal)       295       321
   Processing Margin ($/Gal)           $0.072    $0.098
</TABLE>

                             12

<PAGE>
         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


   The following discussion analyzes the significant changes
in the segment's results.

MARGINS

    Margins  of  the gas processing segment  decreased  when
comparing the second quarter of 1994 to the same period last
year.   The decline primarily reflects lower product  prices
resulting  from  lower crude oil prices.  Production  levels
were also reduced due to unfavorable margins.

EXPLORATION AND PRODUCTION

    The  exploration and production segment's IBIT increased
to  $38  million  in the second quarter  of  1994  from  $32
million   in  the  same  period  of  1993.   The   following
discussion analyzes the significant changes in the segment's
results.

    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>
                                            Second Quarter
                                            1994      1993
<S>                                        <C>       <C>
Wellhead Volumes
  Natural Gas (MMcf/d) (1)(3)                760       695
  Crude Oil and Condensate (MBbl/d) (1)     12.3       9.5
  Natural Gas Liquids (Mbbl/d) (1)           0.6       0.5
Wellhead Average Prices
  Natural Gas ($/Mcf) (2)(4)                1.65      2.02
  Crude Oil and Condensate ($/Bbl) (2)     15.80     17.51
  Natural Gas Liquids ($/Bbl) (2)          10.34     12.55
Other Natural Gas Marketing
  Volumes (MMcf/d) (1)(3)                    334       277
  Average Gross Revenue ($/Mcf) (2)         2.37      2.61
  Associated Costs ($/Mcf) (2)(5)           2.08      2.38
  Margin ($/Mcf) (2)                        0.29      0.23

<FN>
(1) Million  cubic feet per day or thousand barrels per  day,
    as applicable.
(2) Dollars  per  thousand  cubic  feet  or  per  barrel,  as
    applicable.
(3) Includes  48 MMcf per day and 103 MMcf per  day  for  the
    three-month  periods  ended  June  30,  1994   and   1993,
    respectively,  delivered  under the  terms  of  volumetric
    production  payment  and  exchange  agreements   effective
    October 1, 1992, as amended.
(4) Includes   an  average  equivalent  wellhead   value   of
    $1.24/Mcf and $1.58/Mcf for the three-month periods  ended
    June  30,  1994  and 1993, respectively, for  the  volumes
    described in note (3), net of transportation costs.
(5) Including transportation and exchange differentials.
</TABLE>

REVENUES

    The  exploration and production segment's gross revenues
increased  slightly  during the second quarter  of  1994  as
compared to the same period in 1993.  The increased revenues
are  attributable to a 9% increase in wellhead  natural  gas
volumes, despite the curtailment of United States production
by  as  much  as  15% to 20%, offset by an 18%  decrease  in
average   wellhead  natural  gas  prices.  Crude   oil   and
condensate volumes increased 29%, reflecting production from
Trinidad,  while average prices for crude oil and condensate
decreased 10%.

                             13

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



COSTS AND EXPENSES

   The cost of gas sold in connection with other natural gas
marketing  activities  remained unchanged  from  the  second
quarter of 1993 compared to the same period in 1994  due  to
9%  lower average associated costs per Mcf combined  with  a
21% increase in other natural gas marketing volumes.

    Operating  expenses for the exploration  and  production
segment  increased  $10  million  (24%)  during  the  second
quarter  of  1994 when compared to the same period  in  1993
primarily reflecting increased international operations  and
an unsuccessful well drilled in the Gulf of Mexico.

    Depreciation, depletion and amortization (DD&A)  expense
increased  $4  million reflecting an increase in  production
volumes  partially offset by an average DD&A  rate  decrease
from $0.85 per thousand cubic feet equivalent (Mcfe) in  the
second  quarter  of  1993 to $0.82 per Mcfe  in  the  second
quarter of 1994.  The DD&A rate decrease is primarily due to
production from Trinidad operations at an average DD&A  rate
significantly  less  than  the  North  American   operations
average DD&A rate.

    Taxes  other  than  income  decreased  approximately  $6
million  primarily  due to a $4 million reduction  in  state
franchise taxes and reductions in state severance taxes  due
to  lower  taxable United States wellhead volumes and  lower
average prices.

    Other income, net increased $11 million due primarily to
gains on sales of oil and gas properties.

INTERNATIONAL GAS AND POWER SERVICES

    The  international segment includes international power,
gas   liquids  processing  and  pipeline  operations.    The
segment's   IBIT  decreased  $6  million.    The   following
discussion analyzes the significant changes in the segment's
results.

REVENUES

     Revenues   for  the  international  segment   decreased
primarily  due  to  the  transfer of the  international  gas
liquids marketing operations to the Gas Services segment  in
the  second  quarter of 1994, partially offset  by  revenues
from  gas  liquids processing at the Teesside liquids  plant
which became operational during the third quarter of 1993.

COSTS AND EXPENSES

     The  cost  of  gas  and  other  products  sold  by  the
international segment decreased as a result of the  transfer
discussed above. Operating expense increased primarily as  a
result of increased international activities.



                             14
<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



OTHER INCOME AND DEDUCTIONS

     Equity   in  earnings  of  unconsolidated  subsidiaries
declined  by  $4 million during the second quarter  of  1994
compared  to  the  same  period in 1993  reflecting  reduced
earnings from Enron Americas, Inc.'s investment in Madosa, a
Venezuelan  manufacturing  operation.   Other  income,   net
increased  $13  million primarily due  to  foreign  currency
exchange gains realized by Enron Americas, Inc.

INTEREST AND RELATED CHARGES, NET

    Interest  and related charges, shown net of  capitalized
interest,  decreased from approximately $77 million  in  the
second  quarter of 1993 to $67 million in the second quarter
of  1994.  The decrease in interest expense is primarily due
to lower interest rates.

DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANY

     Dividends  of  $4.3  million  on  preferred  stock   of
subsidiary  company  are related to  the  issuance  of  8.55
million   shares  of  Enron  Capital  L.L.C.  8%  Cumulative
Guaranteed Monthly Income Preferred Shares in November 1993.

INCOME TAXES

    Income taxes increased during the second quarter of 1994
as  compared  to the second quarter of 1993 primarily  as  a
result  of  increased  pretax income,  an  increase  in  the
corporate Federal tax rate from 34% to 35% and a decrease of
approximately  $9  million in tight  gas  sand  Federal  tax
credits.



                             15

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



RESULTS OF OPERATIONS

Six Months Ended June 30, 1994
vs. Six Months Ended June 30, 1993

    The  following review of Enron's results  of  operations
should   be   read  in  conjunction  with  the  Consolidated
Financial Statements.

CONSOLIDATED NET INCOME

    Enron's  net  income for the first six  months  of  1994
increased  to  approximately $249  million  as  compared  to
approximately $207 million during the same period  in  1993.
The   $42  million  increase  in  consolidated  net   income
primarily reflects improved income before interest, minority
interests  and  income  taxes for all of  Enron's  operating
segments  except domestic gas processing as  well  as  lower
interest  and related charges.  This increase was  partially
offset  by  dividends on preferred stock of  subsidiary  and
increased  income tax expense. Earnings per  share  rose  to
$0.99 in the first six months of 1994 from $0.84 in the same
period in 1993.

INCOME BEFORE INTEREST, MINORITY INTERESTS AND INCOME TAXES

    The  following  table presents income  before  interest,
minority  interests  and income taxes  (IBIT)  for  each  of
Enron's operating segments (in millions).

<TABLE>
<CAPTION>
                                         Six Months      Increase
                                       1994      1993   (Decrease)

<S>                                    <C>        <C>      <C>
Transportation and Operation           $226       $204     $ 22
Gas Services                            111         71       40
Gas Processing                          (15)        20      (35)
Exploration and Production               80         64       16
International Gas and Power Services     63         52       11
Corporate and Other                      40          9       31

   Total                               $505       $420     $ 85
</TABLE>

TRANSPORTATION AND OPERATION

    The transportation and operation segment realized a  $22
million  increase  in IBIT for the first  half  of  1994  as
compared   to  the  same  period  in  1993.  The   following
discussion  analyzes the significant changes in the  various
components  of  IBIT  for the transportation  and  operation
segment.



                             16

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


REVENUES

    Revenues  of  the  transportation and operation  segment
decreased approximately $211 million (29%) during the  first
half  of  1994 as compared to the same period in 1993.   The
decrease  in  revenues  primarily  reflects  reduced   sales
revenue  at  Northern  Natural  as  that  pipeline  is   now
primarily  a transporter of natural gas.  Northern Natural's
sales  volumes decreased from 448 Mmcf/d to 106  Mmcf/d  and
total transport volumes increased from 3,979 Mmcf/d to 4,559
Mmcf/d  when  comparing the first half of 1993 to  the  same
period  in  1994.   Additionally,  the  decreased  ownership
interest  in  the EOTT Partnership in March 1994 contributed
to the decline in revenue.

COST OF GAS AND OTHER PRODUCTS SOLD

     The  cost  of  gas  and  other  products  sold  by  the
transportation  and  operation  segment  decreased  by  $154
million (78%) during the first half of 1994 compared to  the
same  period in 1993 primarily as a result of decreased  gas
purchases  by  Northern  Natural as  that  pipeline  is  now
primarily  a  transporter of natural gas and  the  decreased
ownership interest in the EOTT Partnership.

OPERATING EXPENSES

    Operating  expenses in the transportation and  operation
segment  declined 23% during the first quarter  of  1994  as
compared  to the same period in 1993.  The decline primarily
reflects  lower operating expenses of the regulated  natural
gas   pipelines  due  to  system  modernization  and   lower
transmission, compression and storage cost of gas  purchased
for   resale  as  a  result  of  the  previously   discussed
transition to become primarily transporters of natural  gas.
Additionally, operating expenses decreased as  a  result  of
the decreased ownership interest in the EOTT Partnership.

   Depreciation expense for the transportation and operation
segment decreased $9 million (17%) during the first half  of
1994  as compared to the same period in 1993 primarily as  a
result of a the sale of certain assets, full depreciation of
certain  offshore pipeline assets and a decreased  ownership
interest in the EOTT Partnership.

OTHER INCOME AND DEDUCTIONS

     Equity   in  earnings  of  unconsolidated  subsidiaries
declined by $6 million (26%) during the first half  of  1994
as  compared  to the same period in 1993 reflecting  reduced
earnings resulting from the decreased ownership interest  in
the   Northern  Border  Partnership  partially   offset   by
increased  earnings  from  Citrus  Corp.  as  a  result   of
increased  allowances  for  funds used  during  construction
related  to  the  Phase III expansion.   Other  income,  net
increased   $17  million  primarily  due  to  the  continued
resolution of regulatory and contractual matters on  Enron's
interstate natural gas pipelines.  Interest income increased
due to carrying charges associated with recoverable deferred
transition costs.


                             17

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



GAS SERVICES

    Enron's  Gas  Services segment (EGS) had a  $40  million
(56%)  increase in income before interest, minority interest
and  income  taxes  for  the six months  ended  June  30  as
compared to the same period in 1993.  This increase was  due
primarily to significant contract originations from  selling
natural  gas to power plants, as well as increased  earnings
in  the  Gas  sector and Clean Fuels portion of the  Liquids
sector.   Offsetting  these  increases  was  a  decline   in
earnings  associated  with  EGS'  finance  activities.   The
following  discussion  analyzes the contributions  from  the
Gas, Power, Finance and Liquids business units.

    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>
                                             Six Months Ended
                                                 June 30,
                                              1994      1993

<S>                                        <C>        <C>
  Physical/Notional Quantities (BBtu/d) (1)
     Firm (2)                                6,603     3,756
     Interruptible (3)                         574       784
     Transport Volumes                         599       522
     Financial Settlements (Notional)       12,148     3,031
       Total                                19,924     8,093

     Production Payments and Financings
      Arranged (In Millions)               $ 210.7    $187.9

     Fixed Price Contract Originations
      (TBtue) (4)                            3,008     1,789

Liquids Marketing (MMgal) (5)
  Domestic NGL Marketed                      1,165     1,281
  International NGL Marketed                   218       334
  MTBE Marketed                                138       111

<FN>
(1) Billion British thermal units per day.
(2) Commitments  to deliver a specified volume of  gas  at  a
    fixed or market responsive price.
(3) Deliveries of gas on a best-efforts basis.
(4) Trillion British thermal unit equivalent.
(5) Million gallons.
</TABLE>

    Earnings from gas and power related activities increased
for  the first six months of 1994, primarily as a result  of
origination  earnings related to the execution of  long-term
contracts and other risk management activities.



                             18

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


     Although   total  production  payments  and  financings
arranged  in the Finance business were greater in 1994  than
1993, earnings were lower in the first six months of 1994 as
compared  to 1993 primarily due to differences in the  types
of  transactions originated in each of these periods and the
timing of the income recognition from those transactions.

    Earnings  for the Liquids business of EGS  increased  in
1994  as  compared  to  1993  due to  contract  originations
associated with new product offerings, commodity price  risk
management  activities  and the reflection  of  Clean  Fuels
contractual commitments at market value.  This was  slightly
offset   by   a  decrease  in  the  domestic  NGL  marketing
activities due to lower product prices.

    EGS'  net  unallocated expenses such  as  rent,  systems
expenses and other support group costs increased in 1994  as
compared  to  1993  due  to  continued  expansion  into  new
markets,  system  upgrades  and  overhead  associated   with
operational asset management.

GAS PROCESSING

    The  gas processing segment's IBIT decreased $35 million
primarily due to decreased margins and volumes.

    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>
                                         1994      1993

<S>                                    <C>       <C>
   Total Production Volumes (MMgal)       565       652
   Processing Margin ($/Gal)           $0.062    $0.109
</TABLE>

   The following discussion further analyzes the significant
changes in the segment's results.

MARGINS

    Margins  of  the gas processing segment  decreased  when
comparing  the  first half of 1994 to the same  period  last
year.   The decline primarily reflects lower product  prices
resulting  from  lower crude oil prices.  Production  levels
were also reduced due to unfavorable margins.

EXPLORATION AND PRODUCTION

    The  exploration and production segment's IBIT increased
to $80 million in the first half of 1994 from $64 million in
the  same period of 1993.  The following discussion analyzes
the significant changes in the segment's results.



                             19

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



    Volume  and  price  statistics  (including  intercompany
amounts) are as follows:

<TABLE>
<CAPTION>

                                             1994      1993
<S>                                         <C>       <C>
Wellhead Volumes
  Natural Gas (MMcf/d) (1)(3)                 779       700
  Crude Oil and Condensate (MBbl/d) (1)      11.5       9.6
  Natural Gas Liquids (MBbl/d) (1)            0.6       0.6
Wellhead Average Prices
  Natural Gas ($/Mcf) (2)(4)                 1.78      1.89
  Crude Oil and Condensate ($/Bbl) (2)      14.42     17.53
  Natural Gas Liquids ($/Bbl) (2)            9.28     12.45
Other Natural Gas Marketing
  Volumes (MMcf/d) (1)(3)                     337       283
  Average Gross Revenue ($/Mcf) (2)          2.45      2.57
  Associated Costs ($/Mcf) (2)(5)            2.21      2.31
  Margin ($/Mcf) (2)                         0.24      0.26

<FN>
(1) Million  cubic feet per day or thousand barrels per  day,
    as applicable.
(2) Dollars  per  thousand  cubic  feet  or  per  barrel,  as
    applicable.
(3) Includes 48 MMcf per day and 103 MMcf per day for the six-
    month  periods ended June 30, 1994 and 1993, respectively,
    delivered   under  the  terms  of  volumetric   production
    payment  and  exchange  agreements  effective  October  1,
    1992, as amended.
(4) Includes   an  average  equivalent  wellhead   value   of
    $1.42/Mcf  and  $1.62/Mcf for the six-month periods  ended
    June  30,  1994  and 1993, respectively, for  the  volumes
    described in note (3), net of transportation costs.
(5) Including transportation and exchange differentials.
</TABLE>

REVENUES

    The  exploration and production segment's gross revenues
increased  6% during the first half of 1994 as  compared  to
the  same  period  in  1993.   The  increased  revenues  are
attributable  to a 11% increase in average wellhead  natural
gas  volumes  partially offset by a 6% decrease  in  average
wellhead natural gas prices and 18% lower average prices for
crude oil and condensate.  Crude and condensate volumes rose
20% during the first half of 1994 reflecting production from
operations in Trinidad.

COSTS AND EXPENSES

   The cost of gas sold in connection with other natural gas
marketing  activities  increased $3 million  (6%)  from  the
first  half of 1993 compared to the same period in 1994  due
to  4% lower average associated costs per Mcf combined  with
an 19% increase in other natural gas marketing volumes.

    Operating  expenses for the exploration  and  production
segment increased $17 million (21%) during the first half of
1994  when  compared to the same period  in  1993  primarily
reflecting   increased  international  operations   and   an
unsuccessful well drilled in the Gulf of Mexico.




                             20

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES


    DD&A expense increased $9 million reflecting an increase
in  production volumes partially offset by an  average  DD&A
rate  decrease from $0.86 per Mcfe in the first half of 1993
to  $0.82 per Mcfe in the first half of 1994.  The DD&A rate
decrease  is  primarily  due  to  production  from  Trinidad
operations at an average DD&A rate significantly  less  than
the North American operations average DD&A rate.

    Taxes  other  than  income  decreased  approximately  $6
million  primarily  due to a $4 million reduction  in  state
franchise taxes and reductions in state severance taxes  due
to lower taxable United States wellhead volumes and prices.

    Other income, net increased $18 million due primarily to
gains on sales of oil and gas properties.

INTERNATIONAL GAS AND POWER SERVICES

    The  international segment's IBIT increased $11 million.
The following discussion analyzes the significant changes in
the segment's results.

REVENUES

     Revenues   for  the  international  segment   decreased
primarily  due  to  the  transfer of the  international  gas
liquids  marketing operations to gas services in the  second
quarter  of  1994.   The  decline was  partially  offset  by
revenues  from the promotion on the sale of certain  liquids
processing facilities at Teesside, as well as revenues  from
liquids processing activities.

COSTS AND EXPENSES

     The  cost  of  gas  and  other  products  sold  by  the
international segment decreased primarily as a result of the
transfer  of  liquids marketing operations discussed  above,
partially  offset  by product costs incurred  in  connection
with liquids processing activities.

    Operating expenses increased $4 million during the first
half  of  1994  as  compared to  the  same  period  in  1993
primarily as a result of increased international activities.
Depreciation  expense increased $4 million as  a  result  of
increased  investment in certain international  natural  gas
liquids   assets.   Gross  margin  increased   $21   million
primarily  due  to promotion on the sale of certain  liquids
processing facilities.

OTHER INCOME AND DEDUCTIONS

     Equity   in  earnings  of  unconsolidated  subsidiaries
declined  $3 million primarily as a result of lower earnings
from  Madosa.   Other income, net increased $5  million  due
primarily  to  foreign  exchange  gains  realized  by  Enron
Americas partially offset by decreased other income from the
Argentina pipeline.


                             21

<PAGE>

         PART I. FINANCIAL INFORMATION - (Continued)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                ENRON CORP. AND SUBSIDIARIES



CORPORATE AND OTHER

    The  corporate  and other segment's IBIT  increased  $31
million  in the first half of 1994 as compared to the  first
half of 1993.  The increase reflects a $15 million gain from
the  formation  of  the  EOTT Partnership  and  general  and
administrative   expense  reductions,   including   benefits
related to the renegotiation of certain lease obligations.

INTEREST AND RELATED CHARGES, NET

    Interest  and related charges, shown net of  capitalized
interest, decreased from approximately $148 million  in  the
first  half  of  1993 to $137 million in the first  half  of
1994.   The decrease in interest is primarily due  to  lower
interest rates.

DIVIDENDS ON PREFERRED STOCK OF SUBSIDIARY COMPANY

     Dividends  of  $8.6  million  on  preferred  stock   of
subsidiary  company  are related to  the  issuance  of  8.55
million   shares  of  Enron  Capital  L.L.C.  8%  Cumulative
Guaranteed Monthly Income Preferred Shares in November 1993.

INCOME TAXES

    Income  taxes increased during the first six  months  of
1994  as  compared to the first six months of 1993 primarily
as  a result of increased pretax income, an increase in  the
corporate Federal tax rate from 34% to 35% and a decrease of
approximately  $14  million in tight gas  sand  Federal  tax
credits.

FINANCIAL CONDITION

    Cash  used in operating activities totaled approximately
$156  million during the first half of 1994 as  compared  to
$323 million during the same period last year.  The increase
in  cash  used  in  operating activities reflects  increased
working  capital  requirements and increased  cash  used  in
price risk management activities.

    Cash  used in investing activities totaled $160  million
during  the  first half of 1994 as compared to $443  million
during  the  same  period in 1993.  The  decrease  primarily
reflects  decreased expenditures in connection with  Enron's
investment  in Argentina and investments in connection  with
Teesside  and other power projects and higher proceeds  from
asset sales, primarily related to the formation of the  EOTT
Partnership  and oil and gas property sales.  These  factors
were  partially  offset  by increased  development  drilling
activities by the exploration and production segment.




                             22

<PAGE>

         PART I. FINANCIAL INFORMATION - (Concluded)
                              
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Concluded)
                ENRON CORP. AND SUBSIDIARIES



    Cash  provided  by  financing  activities  totaled  $458
million  during the first half of 1994 as compared  to  $547
million  during the same period in 1993.  During  the  first
half  of  1994,  net issuances of short- and long-term  debt
totaled  $545  million.  Proceeds from these issuances  were
used primarily to fund capital and other expenditures and to
meet working capital requirements.

    Enron  is  able  to  fund  its  normal  working  capital
requirements mainly through operations or, when necessary,
through the utilization of  credit  facilities and  its  
ability  to  sell commercial  paper  and  accounts
receivable.

    Total capitalization at June 30, 1994 was $6.42 billion.
Debt  as  a percentage of total capitalization was 50.0%  at
June  30,  1994 as compared to 46.7% at year-end 1993.   The
increase  from year-end primarily reflects the  increase  in
debt levels as discussed above.





                             23

<PAGE>

                 PART II.  OTHER INFORMATION
                ENRON CORP. AND SUBSIDIARIES



ITEM 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

     Exhibit 11     Calculation of Earnings Per Share

     Exhibit  12    Computation of Ratio of  Earnings  to Fixed Charges

(b)  Reports on Form 8-K

     Current  Report  on  Form 8-K  dated  August  3,  1994
containing  certain  documentation in  connection  with  the
offering  by Enron Capital Resources, L.P. of 9%  Cumulative
Preferred Securities, Series A.



                             24

<PAGE>

                         SIGNATURES



   Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.


                               ENRON CORP.
                               (Registrant)


Date:  August 12, 1994     By: Jack I. Tompkins
                               Jack I. Tompkins
                               Senior Vice President and
                                Chief Information, Administrative
                                and Accounting Officer
                               (Principal Accounting Officer)





                             25





                                                                 Exhibit 11
<TABLE>
                       ENRON CORP. AND SUBSIDIARIES
                     CALCULATION OF EARNINGS PER SHARE
                                (Unaudited)

<CAPTION>
                                               Three Months Ended      Six Months Ended
                                                     June 30,              June 30,
                                                 1994       1993       1994        1993
                                         (in thousands, except share and per share amounts)

<S>                                            <C>        <C>        <C>        <C>
Primary Earnings Per Share
 Earnings on common stock
   Net income                                  $ 75,601   $ 61,245   $248,664   $207,473
   Preferred stock dividends                     (3,721)    (4,295)    (7,443)    (8,815)
                                               $ 71,880   $ 56,950   $241,221   $198,658

Average number of common shares
 outstanding                                    243,546    237,832    242,986    237,702
 Primary earnings per share of
  common stock
                                               $   0.30   $   0.24   $   0.99   $   0.84

Fully Diluted Earnings Per Share
 Adjusted earnings on common stock
   Net income                                  $ 75,601   $ 61,245   $248,664   $207,473
   Preferred stock dividends                     (3,721)    (4,295)    (7,443)    (8,815)
   Add back:
     Dividends on convertible
      preferred stock                             3,721      4,295      7,443      8,815
                                               $ 75,601   $ 61,245   $248,664   $207,473

 Average number of common shares
  outstanding on a fully diluted basis
   Average number of common shares
    outstanding                                 243,546    237,832    242,986    237,702
   Additional shares issuable upon:
     Conversion of preferred stock               19,352     22,891     19,589     23,515
     Exercise of stock options reduced by the
      number of shares which could have been
      purchased with the proceeds from
      exercise of such options                    4,194      4,239      4,194      4,239
                                                267,092    264,962    266,769    265,456

 Fully diluted earnings per share of
  common stock                                 $   0.28   $   0.23   $   0.93   $   0.78
</TABLE>





                                                                 Exhibit 12

<TABLE>
                       ENRON CORP. AND SUBSIDIARIES
                    COMPUTATION OF RATIO OF EARNINGS TO
                               FIXED CHARGES
                              (In Thousands)
                                (Unaudited)

<CAPTION>
                                        Six Months
                                           Ended                   Year Ended December 31,
                                          6/30/94     1993       1992       1991       1990       1989

<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
Earnings available for fixed charges
 Net income                              $248,664   $332,522   $328,800   $232,146   $202,180   $226,109
 Less:
   Undistributed earnings and losses
    of less than 50% owned affiliates     (12,140)   (20,232)   (32,526)    (8,890)   (15,468)     5,809
   Capitalized interest of nonregulated
    companies                              (5,465)   (25,434)   (66,401)   (36,537)    (8,145)    (5,107)
 Add:
   Fixed charges (1)                      212,243    471,278    452,014    454,607    425,177    428,579
   Minority interest                       12,894     27,605     17,632      7,210      7,129        335
   Income tax expense                     102,871    148,104     88,630    105,859     62,739     71,850
     Total                               $559,067   $933,843   $788,149   $754,395   $673,612   $727,575

Fixed Charges
 Interest expense (1)                    $192,146   $436,211   $430,406   $425,945   $400,548   $405,013
 Rental expense representative of
  interest factor                          20,097     35,067     21,608     28,662     24,629     23,566
     Total                               $212,243   $471,278   $452,014   $454,607   $425,177   $428,579

Ratio of earnings to fixed charges           2.63       1.98       1.74       1.66       1.58       1.70

<FN>
 (1) Amounts exclude costs incurred on sales of accounts receivables.
</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission