ENRON CORP, S-3, 1997-03-04

ENRON CORP
S-3, 1997-03-04
PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1997

Registration No. 333-______

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]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

-----------------

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............. 330,968 $39.8125 $13,176,664 $3,993
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 February 28, 1997).

** 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.

PROSPECTUS

SUBJECT TO COMPLETION, DATED MARCH 4, 1997

[ENRON LOGO]

330,968 Shares

Common Stock

$.10 par value
-----------------

This Prospectus relates to up to 330,968 shares (the "Shares") of
Common Stock, $.10 par value (the "Common Stock"), of Enron Corp. ("Enron")
which may be offered from time to time by certain stockholders named herein
(the "Selling Stockholders").

Enron has been advised that the Shares being offered hereby may be
sold from time to time 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, Chicago and Pacific
Stock Exchanges. On February 28, 1997, the last reported sales price of
the Common Stock on the New York Stock Exchange was $39.875 per share.

_____________

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

The date of this Prospectus is _________, 1997.

<PAGE> 3

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; and Northeast Regional Office, 7 World Trade Center,
Suite 1300, 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 or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. Enron's Common Stock is listed on the New York, Chicago
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.

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<PAGE> 4
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,
1995;

(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996; and

In lieu of incorporating the description of Enron's capital stock
set forth in the Exchange Act registration statement relating to such
securities, a description of the Enron capital stock is included
herein under the heading "Description of Capital Stock."

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 36,000 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 power plants, natural gas liquids facilities and pipelines in the
United States and internationally; and the non-price regulated purchasing and
marketing of energy related commitments.

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<PAGE> 5
TRANSPORTATION AND OPERATION. Enron's operations include interstate
transmission of natural gas, construction, management and operation of natural
gas and natural gas liquids pipelines, liquids plants, clean fuel plants and
power facilities. 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), and all
such pipelines 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 and pipeline
interconnects on the east end of Transwestern's system. In addition, Enron
holds a 13% interest in Northern Border Partners, L.P. which owns a 70%
interest in the Northern Border Pipeline system. An Enron subsidiary operates
the Northern Border Pipeline system, which transports gas from western Canada
to delivery points in the midwestern United States.

DOMESTIC GAS AND POWER SERVICES. Through its wholly owned subsidiary
Enron Capital & Trade Resources Corp. and its affiliated companies ("ECT"),
Enron purchases natural gas, natural gas liquids, electricity and other energy
products through a variety of contractual arrangements, including both
short-term and long-term contracts, the arrangement of production payment and
other financing transactions, and other contractual arrangements. ECT markets
these energy products to local distribution companies, electric utilities,
cogenerators, and both commercial and industrial end-users. ECT also provides
price risk management services in connection with natural gas, natural gas
liquids and electricity transactions through both physical delivery and
financial arrangements.

ECT 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. ECT's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. ECT provides these
services through a variety of instruments, including forward contracts, swap
agreements and other contractual commitments.

Certain Enron subsidiaries are engaged domestically in the extraction
of natural gas liquids (ethane, propane, normal butane, isobutane and natural
gasoline), which are typically extracted from natural gas in liquid form under
low temperature and high pressure conditions.

INTERNATIONAL OPERATIONS AND DEVELOPMENT. Enron's international
activities principally involve the independent (non-utility) development,
acquisition, promotion and operation of natural gas and power projects, and the
marketing of natural gas liquids and other liquid fuels worldwide. 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 direct and indirect ownership interests in and operation of power plants in
England, Germany, Guatemala, the Dominican Republic, the Philippines and China;
pipeline systems in Argentina and Colombia; retail gas and propane sales in the
Caribbean basin; processing of natural gas liquids at Teesside, England; and
marketing of natural gas liquids and other liquid fuels worldwide. Enron is

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<PAGE> 6
also involved in power, pipeline and liquefied natural gas projects in varying
stages of development in China, India, Puerto Rico, Italy, Turkey, Qatar,
Vietnam, Israel, Jordan, Bolivia, Brazil, Indonesia and elsewhere.

Enron Global Power & Pipelines L.L.C., a Delaware limited liability
company ("EPP"), was formed in 1994 by Enron to acquire, own and manage Enron's
operating power plant and natural gas pipeline business conducted outside the
United States, Canada and Western Europe, and to expand such business through
acquisitions. EPP's assets consist of interests in two power plants in the
Philippines (with 226 megawatts of aggregate net generating capacity), a power
plant in Guatemala (with 110 megawatts of net generating capacity), a 6,548
kilometer (4,104 mile) natural gas pipeline system in Argentina, a 575
kilometer (357 mile) natural gas pipeline in Colombia and a 185 megawatt
oil-fired, barge mounted power plant in the Dominican Republic. The public
offering of common shares of EPP was completed in November 1994. Enron owns
approximately 53% of the common shares of EPP. Enron formed EPP to attract
public equity capital to emerging market infrastructure projects, to enable
public investors to better evaluate and participate directly in the growth of
Enron's operating power plant and natural gas pipeline activities in emerging
markets and to generate additional capital for Enron to reinvest in future
development efforts and for other corporate purposes.

EXPLORATION AND PRODUCTION. Substantially all of Enron's natural gas
and crude oil exploration and production operations are conducted by its
subsidiary, Enron Oil & Gas Company ("EOG"). EOG is engaged in the exploration
for, and development and production of, natural gas and crude oil primarily in
major producing basins in the United States, as well as in Canada, Trinidad and
India and to a lesser extent, selected other international areas. At December
31, 1996, EOG had estimated net proved natural gas reserves of 3,675 billion
cubic feet, including 1,180 billion cubic feet of proved undeveloped methane
reserves in the Big Piney deep Paleozoic formations, and estimated net proved
crude oil, condensate and natural gas liquids reserves of 55 million barrels,
and at such date, approximately 74% of EOG's reserves (on a natural gas
equivalent basis) was located in the United States, 9% in Canada, 10% in
Trinidad, and 7% in India. Enron currently owns 53% of the outstanding common
stock of EOG.

PENDING ACQUISITION OF PORTLAND GENERAL CORPORATION. Enron announced on
July 22, 1996 that it had signed an agreement to merge with Portland General
Corporation ("PGC") in a stock-for-stock transaction. PGC is an electric utility
holding company, serving retail electric customers in northwest Oregon as well
as wholesale electricity customers throughout the western United States. Enron
proposes to issue approximately 51 million common shares, valued at
approximately $2.1 billion as of July 22, 1996, to shareholders of PGC in a
one-for-one exchange of shares, as a result of which Enron will be the surviving
corporation. Following the merger, former PGC shareholders will own
approximately 17% of the outstanding common shares of the combined entity. The
merger agreement provides that, unless certain regulatory reforms are enacted,
Enron will reincorporate as an Oregon corporation prior to completing the merger
with PGC. Enron will consolidate PGC's debt (approximately $1.1 billion at
September 30, 1996) and account for the transaction on a purchase accounting
basis. The merger was approved by each company's shareholders on November 12,
1996, but remains subject to the satisfaction of certain conditions, including
the satisfactory receipt of regulatory approvals from the Oregon Public
Utility Commission. Regulatory procedures are expected to be completed
sometime in 1997. Proxy materials containing more detailed information about
PGC and the proposed merger have been filed with the Commission and may be
obtained as set forth under "Available Information."

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<PAGE> 7
RECENT DEVELOPMENTS

On January 21, 1997, Enron announced revenues of $13.3 billion and
$9.2 billion for the fiscal years ended December 31, 1996 and 1995,
respectively. Net income was $584 million and $520 million, respectively, for
the same periods.

For the three months ended December 31, 1996 and 1995, revenues were
$4 billion and $2.5 billion, respectively. Net income for such periods was
$132 million in 1996 and $130 million in 1995.

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>
Dehlsen, James G.P. and Deanna C. 57,317 57,317

Karas, Kenneth C. and Celestle K. 19,879 19,879

Gates, Robert H. 7,193 7,193

Gates, Rebecca M. 3,046 3,046

Reynolds, Daniel G. 4,686 4,686

Reynolds, Cecilia L. 4,686 4,686

Davies, Albert K. 2,761 2,761

Davies, Dana 1,381 1,381

Anderson, Craig A. 2,339 2,339

Barber, Thomas 2,301 2,301

Bradstreet Investment Co. 1,611 1,611

Trenton Family Trust 1,473 1,473

Helzel Kirshman LP 1,381 1,381

Environmental Private
Equity Fund II, L.P. 37,095 37,095

Environmental Venture Fund, L.P. 9,274 9,274

APEX Investment Fund II, L.P. 12,365 12,365
</TABLE>

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<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered *
- ------------------- ------------------ ---------------
<S> <C> <C>
The Productivity Fund II, L.P. 12,365 12,365

VCM Venture Capital Management 2,473 2,473

Argentum Capital Partners, L.P. 2,473 2,473

Bayview Venture Investors, Ltd. 1,237 1,237

Trust Company of the West,
not in its individual capacity but only
as Trustee of the Trust established pursuant
to an Individual Trust Agreement dated as of
January 31, 1987, as amended, between The
Boilermaker-Blacksmith Pension Trust and itself. 29,176 29,176

Heinz, Steven D. 176,900 114,456
</TABLE>

- -------------------
* With the exception of Steven D. Heinz, the number of Shares offered is based
upon the closing price of the Common Stock on the composite tape of the New
York Stock Exchange on February 28, 1997. Certain of the Selling Stockholders
acquired, in a transaction exempt from the registration requirements of the
Securities Act, the right to receive certificates representing such number of
shares of Common Stock as would have a fixed value based on the closing price
of the Common Stock on the New York Stock Exchange on the second business day
prior to the effective date of the Registration Statement of which this
Prospectus forms a part. The definitive number of shares beneficially owned
and offered hereby by such stockholders will be set forth in an amendment to
the Registration Statement filed at the time acceleration of the effectiveness
of the Registration Statement is requested.

The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements.

James G.P. Dehlsen and Kenneth C. Karas are Directors of Enron
Renewable Energy Corp., a subsidiary of Enron.

DESCRIPTION OF CAPITAL STOCK

AUTHORIZED AND OUTSTANDING CAPITAL STOCK

At February 15, 1997, 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 (i) 1,370,575 shares of
Cumulative Second Preferred Convertible Stock (the "Convertible Preferred
Stock") were outstanding, and (ii) 35.568509 shares of 9.142% Perpetual Second
Preferred Stock were issued and held by an Enron subsidiary;

(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 255,945,304 shares were outstanding.

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<PAGE> 9
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 Designations
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 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

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<PAGE> 10
Common Stock and rank equally with the dividend rights on all other series of
Second Preferred 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.

The annual rate of dividends payable on shares of the 9.142% Perpetual
Second Preferred Stock is $91,420 per share. 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 and
rank equally with the dividend rights on all other series of Second Preferred
Stock.

The Perpetual Second Preferred Stock is not redeemable at the option
of Enron. Pursuant to an agreement between Enron and its subsidiary, however,
such subsidiary has the right, exercisable at any time, in whole or in part,
for a 180-day period commencing January 31, 2004, to cause Enron to redeem 18
shares for $1,000,000 per share, together with accrued dividends.

The amount payable on shares of the 9.142% Perpetual Second Preferred
Stock in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of Enron is $1,000,000 per share, together with
accrued dividends. The liquidation rights have the same preferences and
relationships 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 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

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<PAGE> 11
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
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).

10
<PAGE> 12
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.

MERGER AGREEMENT WITH PORTLAND GENERAL CORPORATION

As discussed previously, Enron has signed an agreement to merge with
PGC, and such merger agreement provides, among other things, that unless
certain regulatory reforms are enacted, Enron will reincorporate as an Oregon
corporation prior to completing the merger with PGC. Under the merger
agreement, and subject to the terms and conditions thereof, (i) Enron will be
reincorporated as an Oregon corporation by merging with and into Enron Oregon
Corp., an Oregon corporation and a wholly-owned subsidiary of Enron ("New
Enron") (the "Reincorporation Merger") and (ii) immediately thereafter, PGC
will merge with and into New Enron, with New Enron being the surviving
corporation. In the Reincorporation Merger, each issued and outstanding share
of the common stock, par value $.10 per share, of Enron will be converted into
one share of the common stock, without par value, of New Enron ("New Enron
Common Stock"). There is currently no established trading market for New Enron
Common Stock, although an application will be made to have the New Enron Common
Stock listed for trading on the New York Stock Exchange following the
Reincorporation Merger.

The information contained herein under "Description of Capital Stock"
may change if Enron reincorporates as an Oregon corporation as a result of the
merger with PGC. At such time, a Current Report on Form 8-K describing the
capital stock of New Enron will be filed with the Commission and will be
incorporated herein by reference. New Enron and Enron have previously filed
with the Commission a Registration Statement on Form S-4 under the Securities
Act with respect to the New Enron Common Stock to be issued in the merger with
PGC. For further information, reference is hereby made to such Registration
Statement on Form S-4, copies of which may be obtained from the Commission or
Enron as set forth herein. The Restated Articles of Incorporation of New Enron
("New Enron Charter") and the proposed form of New Enron Bylaws are included as
exhibits to the Registration Statement of which this Prospectus is a part.
Generally, the terms of the New Enron Charter and the New Enron Bylaws are
substantially similar to those of the Restated Certificate of Incorporation of
Enron and the Enron Bylaws, respectively, except for changes necessary to
comply with Oregon law.

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, 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

11
<PAGE> 13
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 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, 1995,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, 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, 1995, 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.

12
<PAGE> 14

TABLE OF CONTENTS

Page

PROSPECTUS

Available Information . . . . . . . . . . . . . . . . . . . . . 2

Incorporation of Certain

Documents by Reference . . . . . . . . . . . . . . . . . . . 3

Business of Enron . . . . . . . . . . . . . . . . . . . . . . . 3

Recent Developments . . . . . . . . . . . . . . . . . . . . . . 6

Selling Stockholders . . . . . . . . . . . . . . . . . . . . . 6

Description of Capital Stock . . . . . . . . . . . . . . . . . 7

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 11

Validity of Common Stock . . . . . . . . . . . . . . . . . . . 12

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

330,968 SHARES

[ENRON LOGO]

COMMON STOCK
(PAR VALUE $.10 PER SHARE)

________________

PROSPECTUS
________________

<PAGE> 15
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.

<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . . . . . $ 3,993
Legal Fees and Expenses . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . . . . . 4,000
Transfer Agent's Fees and Expenses. . . . . . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 1,007
Total . . . . . . . . . . . . . . . . . . . . . . . $ 23,000
==============

</TABLE>

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

II-1
<PAGE> 16
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 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.

II-2
<PAGE> 17
(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-3
<PAGE> 18
ITEM 16. EXHIBITS.

*4(a) - Restated Certificate of Incorporation of Enron, as
amended (Exhibit 3.01 to Annual Report of Enron Corp.
on Form 10-K for the year ended December 31, 1994).

*4(b) - Bylaws of Enron (Exhibit 3.02 to Annual Report of
Enron Corp. on Form 10-K for the year ended December
31, 1995).

*4(c) - Restated Articles of Incorporation of New Enron
(Exhibit 3.1 to Enron's Form S-4 Registration
Statement No. 333-13791 filed October 10, 1996).

*4(d) - Form of Bylaws of New Enron (Exhibit 3.2 to Enron's
Form S-4 Registration Statement No. 333- 13791 filed
October 10, 1996).

5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.

23(a) - Consent of Arthur Andersen LLP.

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 of certain directors of Enron Corp.

- ------------------
* Incorporated by reference as indicated.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

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

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

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

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

II-4

<PAGE> 19
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;

(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-5
<PAGE> 20
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 28th day of
February, 1997.

ENRON CORP.
(Registrant)

By: /s/ RICHARD A. CAUSEY
--------------------------------------------
(Richard A. Causey)
Senior Vice President and Chief
Accounting and Information 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 28th day of February, 1997.

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

/s/ RICHARD A. CAUSEY
- --------------------------------- Senior Vice President and Chief
(Richard A. Causey) Accounting and Information Officer (Principal
Accounting Officer)

/s/ ANDREW S. FASTOW
- --------------------------------- Senior Vice President, Finance
(Andrew S. Fastow) (Principal Financial Officer)

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

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

RONNIE C. CHAN*
- --------------------------------- Director
(Ronnie C. Chan)
</TABLE>

II-6
<PAGE> 21
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
JOHN H. DUNCAN*
- ----------------------------- Director
(John H. Duncan)

JOE H. FOY*
- ----------------------------- Director
(Joe H. Foy)

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

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

CHARLES A. LeMAISTRE*
- ----------------------------- Director
(Charles A. LeMaistre)

JEFFREY K. SKILLING*
- ----------------------------- Director and President and
(Jeffrey K. Skilling) Chief Operating Officer

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

JOHN WAKEHAM*
- ----------------------------- Director
(John Wakeham)

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

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

*By: /s/ PEGGY B. MENCHACA
--------------------------
(Peggy B. Menchaca)
</TABLE>

(Attorney-in-fact for persons indicated)

II-7

<PAGE> 22
INDEX TO EXHIBITS

Exhibit Number Description

*4(a) - Restated Certificate of Incorporation of Enron, as
amended (Exhibit 3.01 to Annual Report of Enron Corp.
on Form 10-K for the year ended December 31, 1994).

*4(b) - Bylaws of Enron (Exhibit 3.02 to Annual Report of
Enron Corp. on Form 10-K for the year ended December
31, 1995).

*4(c) - Restated Articles of Incorporation of New Enron
(Exhibit 3.1 to Enron's Form S-4 Registration
Statement No. 333-13791 filed October 10, 1996).

*4(d) - Form of Bylaws of New Enron (Exhibit 3.2 to Enron's
Form S-4 Registration Statement No. 333- 13791 filed
October 10, 1996).

5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron as to the
validity of the Common Stock.

23(a) - Consent of Arthur Andersen LLP.

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 of certain directors of Enron
Corp.

________________
* Incorporated by reference.

<PAGE> 1

EXHIBIT 5

February 28, 1995

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Ladies and 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 sale from time to time by the "Selling Stockholders" named
therein of up to an aggregate of 330,968 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, as amended, 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 shares of Common Stock covered by the Registration
Statement have 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 of the United States.

<PAGE> 2
Enron Corp.
February 28, 1997
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.
---------------------
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 16, 1996, included in Enron Corp.'s Annual Report on Form 10-K for the
year ended December 31, 1995, and to all references to our Firm included in
this Registration Statement.

ARTHUR ANDERSEN LLP

Houston, Texas
March 3, 1997

<PAGE> 1
EXHIBIT 23(b)

[DEGOLYER AND MACNAUGHTON LETTERHEAD]

February 25, 1997

Enron Corp.
1400 Smith Street
Houston, Texas 77002

Gentlemen:

In connection with the Registration Statement on Form S-3 (the
Registration Statement), to be filed with the Securities and Exchange
Commission on or about February 28, 1997 by Enron Corp., DeGolyer and
MacNaughton hereby consents to the incorporation in said Registration Statement
of the references to our firm and to the opinions delivered to Enron Oil & Gas
Company (the Company) regarding our comparison of estimates prepared by us with
those furnished to us by the Company of the proved oil, condensate, natural gas
liquids, and natural gas reserves of certain selected properties owned by the
Company. The opinions are contained in our letter reports dated January 27,
1994, January 13, 1995, and January 22, 1996, for estimates, as of January 1,
1994, January 1, 1995, and December 31, 1995, respectively. The opinions are
referred to 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, 1995, and in Note 18 to the Enron Corp.
consolidated financial statements included in Enron Corp.'s Form 10-K for the
year ended December 31, 1995. DeGolyer and MacNaughton also consents to the
incorporation by reference in the Registration Statement of its letter report,
dated January 22, 1996, 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, 1995. DeGolyer and MacNaughton also consents to the references to us in
the section "Experts" in the Prospectus that is a part of the Registration
Statement.

Very truly yours,

DEGOLYER AND MACNAUGHTON

<PAGE> 1

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of 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, Richard A. Causey,
Andrew S. Fastow, 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 28th
day of February, 1997.

ROBERT A. BELFER
----------------
Robert A. Belfer

<PAGE> 2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

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

<PAGE> 3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

RONNIE C. CHAN
--------------
Ronnie C. Chan

<PAGE> 4

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

JOHN H. DUNCAN
--------------
John H. Duncan

<PAGE> 5

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

JOE FOY
-------
Joe H. Foy

<PAGE> 6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., a Delaware corporation (the "Company"), of 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, Richard A. Causey,
Andrew S. Fastow, and Peggy B. Menchaca, and each of them (with full power to
each of them to act alone), her true and lawful attorney-in-fact and agent, for
her and on her behalf and in her name, place and stead, in any and all
capacities, to sign, execute and file a registration statement on Form S-3
relating to such securities to be filed with the Securities and Exchange
Commission, together with all amendments thereto, with all exhibits and any and
all documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereto set her hand this 28th
day of February, 1997.

WENDY L. GRAMM
--------------
Wendy L. Gramm

<PAGE> 7

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

ROBERT K. JAEDICKE
------------------
Robert K. Jaedicke

<PAGE> 8

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

KENNETH L. LAY
--------------
Kenneth L. Lay

<PAGE> 9

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

CHARLES A. LeMAISTRE
--------------------
Charles A. LeMaistre

<PAGE> 10

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

JEFFREY K. SKILLING
-------------------
Jeffrey K. Skilling

<PAGE> 11

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

JOHN A. URQUHART
----------------
John A. Urquhart

<PAGE> 12

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

JOHN WAKEHAM
------------
John Wakeham

<PAGE> 13

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

CHARLS E. WALKER
----------------
Charls E. Walker

<PAGE> 14

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereto set his hand this 28th
day of February, 1997.

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