Employment Agreement - Enron Corp. and Richard D. Kinder


          FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT


     This Agreement, made and entered into on this 16th day
of August, 1993, and made effective as of August 16, 1993,
by and between Enron Corp. ('Enron'), 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, 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 19,
     1993, Company agrees to pay Employee a lump sum payment
     in the amount of Three Hundred Sixty-Three Thousand Five
     and 50/100 Dollars ($363,005.50) as Other Consideration. 
     Employee shall not be required to use the Other
     Consideration made in this Fourth 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, 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:  KENNETH L. LAY      
Title:


RICHARD D. KINDER

RICHARD D. KINDER        
Employee