Employment Agreement - Enron Corp. and Kenneth L. Lay


            FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
         
     This Agreement, made and entered into on this 21st day
of August, 1990, and made effective as of September 1, 1989,
by and between Enron Corp. ('Enron'), a Delaware corporation
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Kenneth L. Lay ('Employee'), an individual
residing in Houston, Texas, is an amendment to that certain
Employment Agreement between the parties effective September
1, 1989 (the 'Employment Agreement').

     WHEREAS, the Employment Agreement incorporates the
terms and provisions of a Stock Finance Agreement attached
to the Employment Agreement a Exhibit C, as though recited
therein in their entirety; and

     WHEREAS, the parties desire to amend and clarify
certain provisions of the Stock Finance Agreement;

     NOW, THEREFORE, in consideration thereof and of the
mutual covenants contained herein, the parties agree as
follows:

1.  Section 5.02 of the Stock Finance Agreement is deleted
in its entirety and the following is substituted in its
place:

     'SECTION 5.02.  Other Consideration.  (a) Based On
     Average   Purchase Price.  When shares of Enron Corp.
     common stock are purchased with an Advance pursuant to
     the provisions of this Agreement, then in the event
     that the average purchase price paid for such shares is
     greater than Fifty Dollars per share:

     (i) if before the Termination Date Borrower sells any
     of such shares, then within fifteen days following
     notification thereof by Employee to Company, Company
     shall pay Employee a cash payment in the amount equal
     to A where A = ((S1 x MV) + (S1 x D)) - ((S2 x MV) +
     (S2 x D)), where MV is the sales price, S1 is the
     number of shares sold divided by the  total number of
     shares purchased pursuant to Section 2.02 of this
     Agreement multiplied by 100,000, S2 is the number of
     shares sold, and D is the aggregate amount of dividends
     paid on a share of such stock during the period from
     September 1, 1989 until the date of such sale by
     Borrower; and

     (ii)  if upon the Termination Date Borrower has not
     sold all of such shares, then within thirty days
     thereof Employee shall give notification of the number
     of unsold shares to Company and within fifteen days
     following its receipt of such notification, Company
     shall pay Employee a cash payment in the amount equal
     to A where A = ((S1 x MV) + (S1 x D)) - ((S2 x MV) +
     (S2 x D)), where MV is the closing price of such stock
     on the Termination Date, S1 is the number of shares not
     sold as of the Termination Date divided by the total
     number of shares purchased pursuant to Section 2.02 of
     this Agreement multiplied by 100,000, S2 is the number
     of such shares not sold, and D is the aggregate amount
     of dividends paid on a share of such stock during the
     period from September 1, 1989 until the Termination
     Date.

     If such payment, in either event, is not paid within
     said fifteen days, Employee shall be entitled to
     interest thereon until the payment is paid, at an
     annualized rate of interest of nine and one half
     percent (9.5%).

          (b) Example.  For example, if before the
     Termination Date, Borrower sells 25,874 shares of stock
     at $55.00 per share, and the aggregate dividends paid
     on a share of stock since September 1, 1989 were $1.24,
     then Company would pay Borrower $117,305.46.  If on the
     Termination Date there remained 33,333 shares not sold,
     the closing price per share was $65 per share, and the
     aggregate dividends paid on a share of stock since
     September 1, 1989 were $3.72, then Company would pay
     Borrower $184,657.47.'

2.  This Agreement is an amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement 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:  CHARLES A. LeMAISTRE      
Title: Chairman, Compensation Committee
       of the Board of Directors


KENNETH L. LAY


KENNETH L. LAY                     
Employee