Employment Agreement - Enron Corp. and Kenneth L. Lay


           THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


     This Agreement, made and entered into on this 10th day
of August, 1993, and made effective as of August 10, 1993,
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 as Exhibit C, as though recited therein
in their entirety; and

     WHEREAS, the parties desire to amend a certain provision
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.  On August 12th,
     1993, Company agrees to pay Employee a lump sum payment
     in the amount of One Million Ninety-Five Thousand One
     Hundred Twenty-Eight and No/100 Dollars ($1,095,128.00)
     as Other Consideration.  Employee shall not be required
     to use the Other Consideration made in this Third
     Amendment to the Employment Agreement to repay any
     outstanding Advances under the Stock Finance Agreement
     and/or the Loan Commitment Agreement, respectively. 
     Employee shall repay any outstanding Advances under the
     Stock Finance Agreement and/or the Loan Commitment
     Agreement in accordance with the terms and conditions set
     forth at Article II of the Stock Finance Agreement and
     the Loan Commitment Agreement, respectively.'


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, as amended by any prior amendments thereto,
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:  Charles A. LeMaistre
      Chairman, Compensation Committee



KENNETH L. LAY


KENNETH L. LAY                     
Employee