Consulting Services Agreement - Enron Corp. and John A. Urquhart


      FOURTH AMENDMENT TO CONSULTING SERVICES AGREEMENT

     This Agreement, made and entered into and effective as
of the 9th day of May, 1994 (the 'Effective Date'), by and
among John A. Urquhart, whose address is 111 Beach Road,
Fairfield, Connecticut 06430 ('Consultant'), Enron Corp., a
Delaware corporation ('Enron' or 'Company'), and Enron Power
Corp., a Delaware corporation ('EPC'), is an amendment to
that certain Consulting Services Agreement entered into
among the parties and effective as of the first day of
August, 1991.

     WHEREAS, the parties desire to amend the Consulting
Services Agreement;

     NOW, THEREFORE, in consideration of the Consultant's
continued engagement with Company and of the covenants
contained herein, the parties agree as follows:

     1.   The parties agree that the Term of the Consulting
Services Agreement is extended through December 31, 1995.

     2.   Effective August 1, 1994, section (3) A of the
Consulting Services Agreement is deleted and the following
is inserted in its place:

     'A.  During the term of this Agreement, Consultant
          shall be paid a fee of Forty Thousand Dollars
          ($40,000.00) per month (the 'Fee').  If or when
          the number of days in the twelve month period for
          which Consultant provides consulting services
          hereunder exceeds the Consulting Time, then
          Consultant shall be paid a daily rate of Four
          Thousand Dollars ($4,000.00; 'Additional
          Remuneration'); provided however, for the period
          from August 1, 1995 until December 31, 1995, such
          daily Additional Remuneration shall be paid to the
          Consultant if or when the number of such days
          exceeds fifty (50) days.  The Fee shall be paid by
          Company to Consultant on a monthly basis, on or
          before the 10th day of the month following each
          calendar month in the term of this Agreement.'
     
     3.   Paragraph 1 of section (3) E of the Consulting
Services Agreement provides for a grant to the Consultant of
Twenty One Thousand (21,000) Phantom Units in the form of
and pursuant to the provisions of Attachment I thereto dated
August 1, 1991, between Enron Corp. and Consultant (the
'First Phantom Unit Agreement And Grant').  The number of
Phantom Units has been adjusted to be, as of the Effective
Date, Eighty Four Thousand (84,000) Phantom Units, and the
Grant Price of each Phantom Unit is Fifteen and 25/100
Dollars ($15.25).  On the Effective Date, section 5 of the
First Phantom Unit Agreement and Grant is deleted and the
following is inserted in its place:
     
     '5.  Term of Grant.  Except as provided in Section 4
     above, this Grant shall not be exercisable after
     December 31, 1995.'
     
     4.   Paragraph 2 of section (3) E of the Consulting
Services Agreement is rescinded and deleted, and Consultant
irrevocably waives and renounces all of Consultant's rights
and claims to the Completion Bonus provided for therein.
     
     5.   Section (3) I of the Consulting Services Agreement
provides for a grant to the Consultant of Forty Six Thousand
(46,000) Phantom Units in the form of and pursuant to the
provisions of the Phantom Unit Agreement and Grant dated
February 26, 1993 between Enron Corp. and Consultant (the
'Second Phantom Unit Agreement and Grant').  The number of
Phantom Units has been adjusted to be, as of the Effective
Date, Ninety Two Thousand (92,000) Phantom Units, and the
Grant Price of each Phantom Unit is Twenty Eight and
125/1000 Dollars ($28.125).  On the Effective Date, section
5 of the Second Phantom Unit Agreement and Grant is deleted
and the following is inserted in its place:
     
     '5.  Term of Grant.  Except as provided in Section 4
     above, this Grant shall not be exercisable after
     December 31, 1995.'
     
     6.    This  Agreement is an amendment to the Consulting
     Services  Agreement  as  previously  amended,  and  the
     parties  agree  that  all other terms,  conditions  and
     stipulations  contained  in  said  Consulting  Services
     Agreement  and  the previous amendments  thereto  shall
     remain  in full force and effect and without any change
     or modification, except as provided herein.
     
          IN WITNESS WHEREOF, the parties have duly executed
     this Agreement as of the date first above written.
     
                              ENRON CORP.
     
     
                              By:  RICHARD D. KINDER
                              Name:  Richard D. Kinder
                              Title:  President & COO


                              ENRON POWER CORP.


                              By:  PEGGY B. MENCHACA
                              Name:  Peggy B. Menchaca
                              Title: Vice  President & Secretary


                              JOHN A. URQUHART

                              JOHN A. URQUHART