Employment Agreement - Enron Corp. and Richard D. Kinder


                SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

     This Agreement, made and entered into on this 28th day
of February, 1994, ('Execution Date') and made
effective as of February 8, 1994, by and between Enron Corp.
('Company'), a Delaware corporation having its headquarters
at 1400 Smith Street, Houston, Texas 77002, and Richard D.
Kinder ('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 and a Loan
Commitment Agreement attached to the Employment Agreement as
Exhibit D, respectively, as though recited therein in their
entirety; and

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

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

1.   Article 2: Term of Employment of the Employment
Agreement is deleted in its entirety and the following is
substituted in its place:

     'Unless sooner terminated pursuant to other provisions
     hereof, Employee's period of employment under this
     Agreement shall be for a period of five (5) years
     beginning on the effective date of this Amendment
     ('Term'), and thereafter for such period, if any, as
     may be agreed upon in writing by Employee and Company. 
     At the expiration of three years during the Term
     hereunder, if Employee and Company are unable to
     mutually agree upon an acceptable employment position
     for the last two years of the five year Term, Employee
     may terminate this Employment Agreement without penalty
     and as if this Employment Agreement were fulfilled.'  

2.   Article 3: Compensation and Benefits of the Employment
Agreement is deleted in its entirety and the following is
substituted in its place:

     '3.1 Base Salary.  During the Term of employment, as
     descibed at Article 2 of the Employment Agreement and
     amended by this Fourth Amendment to the Employment
     Agreement, Employee's annual base salary shall be not
     less than Six Hundred Sixty Thousand and No/100 Dollars
     ($660,000.00), which shall be earned and paid in equal
     semimonthly installments in accordance with Company's
     standard payroll practice.  Employee shall be eligible
     for annual increases at the discretion of the
     Compensation Committee of the Board of Directors of the
     Company.'

3.   The following shall be added to the end of paragraph
3.9 of the Employment Agreement:

     'Notwithstanding any provision to the contrary in this
Agreement or the Exhibits and attachments hereto (including,
without limitation, the Stock Finance Agreement attached to
this Agreement as Exhibit C and the attachments thereto (the
'Stock Finance Documents') and the Loan Commitment Agreement
attached to this Agreement as Exhibit D and the attachments
thereto (the 'Loan Commitment Documents')), effective
February 8, 1994, the sum total of any and all Advances
outstanding, including principal and interest, under the
Stock Finance Documents and the Loan Commitment Documents,
shall be rolled forward with interest accumulating.  All
principal and interest existing at the end of the three year
period ending February 7, 1997, shall be forgiven if Company
and Employee have not reached an agreement regarding a
mutually acceptable employment position.' 

4.   The following shall be added to the end of Article V,
Section 5.01, of the Stock Finance Agreement:

     '(c)  Notwithstanding any provision to the contrary in
this Agreement or the exhibits and attachments thereto,
Employee has received a grant of Option (which does not
constitute an Incentive Stock Option), under and pursuant to
the terms and provisions of Company's Enron Corp. 1991 Stock
Plan, as made by such Plan's Committee at its meeting of
February 7, 1994, to purchase One Million (1,000,000.00)
shares of common stock of the Company.  Such grant shall be
made in the form of a Non-Qualified Stock Option Agreement
as reflected in Exhibit A to this Sixth Amendment to the
Employment Agreement between Company and Employee for a term
of seven (7) years beginning February 8, 1994 and ending
February 7, 2001.  The grant price of such Option shall be
Thirty-Four and No/100 Dollars ($34.00), the closing price
of the common stock of the Company on February 8, 1994. 
Such Option shall vest 20% immediately upon the date of
grant with the remainder to vest six (6) years and ten (10)
months from date of issue (February 8, 1994), accordingly:

     (A)  Upon Grant               % Vested  Exercisable
          200,000                    20%     Six (6) months
                                             after date of
                                             grant
                                             (2-8-94)

          Six Years 10 Months      % Vested  Exercisable
          800,000                    80%     12-8-00 unless
                                             previously
                                             vested and
                                             exercised

     (B)  Notwithstanding the above, provided the
performance criteria of 15% annual earnings per share (EPS)
growth is achieved in calendar years 1994, 1995, and 1996,
as set forth below, vesting shall occur at the rate of 33%
each year of the remaining shares to be vested as follows:

     1994                1995                1996

     266,666             266,666             266,668

     Earnings per share target*:

     1994      $1.783
     1995      $2.050
     1996      $2.357

     * 1993 adjusted earnings per share - $1.55

     For purposes of vesting, 15% compounded growth in
earnings per share will be cumulative so that any short fall
in 1994, 1995, and/or 1996 can be made up in subsequent
years (including years after 1996) so long as the average
growth in earnings per share for all previous years
beginning in 1994 is at least 15% per year.

     No additional vesting of the Option will occur if, and
after Employee leaves the Company, however all vested
Options at the date of Employee's termination of employment
with Company can be exercised up until the end of February
7, 2001.
     
     (d)  Notwithstanding any other provision in said Stock
Plan or in the grant of said Option reflected in said
Exhibit A, the vesting provision described in paragraphs (A)
and (B) above shall be the sole and exclusive method of
vesting.'

5.   This Agreement is the Fourth Amendment to the
Employment Agreement, and the parties agree that all other
terms, conditions and stipulations contained in the
Employment Agreement, as amended by any prior 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:  CHARLES A. LeMAISTRE
Name:   Charles A. LeMaistre
Title:  Chairman, Compensation
        Committee of Board of
        Directors


ENRON CORP.


By:  JOHN H. DUNCAN
Name:   John H. Duncan
Title:  Chairman, Executive
        Committee of Board of
        Directors


RICHARD D. KINDER

RICHARD D. KINDER
Employee