Employment Agreement - Enron International Inc. and Rodney L. Gray


            SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Agreement, entered into and made effective as of
January 1, 1995, by and between Enron International Inc.
('Company'), a Delaware corporation having its headquarters
at 1400 Smith Street, Houston, Texas 77002, and Rodney L.
Gray ('Employee'), an individual residing in Houston, Texas,
is an amendment to that certain Employment Agreement between
the parties entered into and made effective as of July 1,
1993 (the 'Employment Agreement').

     WHEREAS, the parties desire to amend the Employment
Agreement to provide for assignment of the Employment
Agreement by Company to, and the assumption of the
Employment Agreement by, Enron Capital & Trade Resources
Corp. ('ECT'), and to make other amendments to the
Employment Agreement as provided herein;

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

1.   The Employment Agreement is assigned by Company to, and
assumed by, ECT.  Any reference to the 'Company' in the
Employment Agreement shall mean ECT.  Employee consents to
such assignment and assumption, and releases Company from
every obligation under the Employment Agreement.  ECT
assumes every obligation of Company under the Employment
Agreement.

2.   Any references to the Earnings Target of Company at
Article 2, Section 2.6 of the Employment Agreement, shall
mean the Earnings Target of ECT's International Operations.
Any contingent grants and acceleration of vesting provided
for in Article 2, Sections 2.6 and 2.7 of the Employment
Agreement shall be based on the earnings targets of ECT's
International Operations.

3.   A new Section 2.8 shall be added to Article 2 of the
Employment Agreement as follows:

     '2.8.  Any grants of Options (restricted or
     unrestricted), under and pursuant to the terms and
     provisions of the Enron Corp. 1991 Stock Plan, granted
     prior to the formation of Enron Global Power & Pipelines L.L.C., any contingent restricted shares to
     be granted in the future under the Employment Agreement
     and any benefits provided to Employee under the Enron
     Executive Compensation Program, shall be provided by
     ECT in accordance with the terms and provisions of the
     Employment Agreement and any amendments thereto.'


     This Agreement is the second 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 INTERNATIONAL INC.

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


ENRON CAPITAL & TRADE RESOURCES CORP.

By:  MARK E. HAEDICKE
Name:  Mark E. Haedicke
Title:    Managing Director


RODNEY L. GRAY

RODNEY L. GRAY


                                               Exhibit 10.31
                     COMPENSATION AGREEMENT

     This Agreement, entered into and made effective as of
March 17, 1995, by and between Enron Capital & Trade
Resources Corp. ('ECT' or 'Company'), a Delaware corporation
having its headquarters at 1400 Smith Street, Houston, Texas
77002, Enron Global Power & Pipelines L.L.C. ('EPP'), a
Delaware limited liability company, having its headquarters
at 1400 Smith Street, Houston, Texas 77002, and Rodney L.
Gray ('Employee'), an individual residing in Houston, Texas,
is entered into the 17th day of March, 1995, and made
effective as of March 17, 1995 (the 'Compensation
Agreement').

     WHEREAS, the parties desire to provide for assignment
and allocation of total base salary of Employee under the
Employment Agreement dated July 1, 1993 between ECT and
Employee to EPP dependent upon the amount of time Employee
dedicates to activities of EPP.

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

1.   EPP shall pay up to two-thirds (2/3) of Employee's
total base salary plus associated benefits and payroll
taxes, as described in the Employment Agreement between ECT
and Employee, dependent upon the amount of time Employee
dedicates to activities to EPP.  In the event Employee
spends less than two-thirds (2/3) of his time on EPP, ECT
shall reimburse EPP for the percentage of time Employee
spent on non-EPP activities.

2.   Employee shall be eligible to participate in the EPP
Annual Incentive Plan and the EPP 1994 Share Option Plan.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

ENRON CAPITAL & TRADE              ENRON GLOBAL POWER & RESOURCES CORP.                     PIPELINES L.L.C.

By:  MARK E. HAEDICKE              By:  PEGGY B. MENCHACA
Name:  Mark E. Haedicke            Name:  Peggy B. Menchaca
Title: Managing Director           Title:  Vice President  & Secretary

RODNEY L. GRAY

RODNEY L. GRAY


                                               Exhibit 10.31

        SECOND AMENDMENT TO ENRON CORP. NOTICE OF GRANT
              OF STOCK OPTION AND GRANT AGREEMENT


     This Agreement, made and entered into on this 1st day
of January, 1995, by and between Enron Corp. ('Enron'), a
Delaware corporation having its headquarters at 1400 Smith
Street, Houston, Texas 77002, and Rodney L. Gray,
('Employee'), an individual residing in Houston, Texas, is
an amendment to that certain Enron Corp. Notice of Grant of
Stock Option and Grant Agreement between the parties
effective June 21, 1993 (the 'Stock Option and Grant
Agreement').

     WHEREAS, the parties desire to amend the Stock Option
and Grant Agreement;

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

1.   All references to Enron International Inc. in the Stock
Option and Grant Agreement are deleted in their entirety and
Enron Capital & Trade Resources Corp. ('ECT') International
Operations is substituted in its place.

This Agreement is the second amendment to the Stock Option
and Grant Agreement, and the parties agree that all other
terms, conditions and stipulations contained in the Stock
Option and Grant 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.                                  RODNEY L. GRAY


By:   CHARLES A. LE MAISTRE                   RODNEY L. GRAY
Title:  Chairman, Compensation Committee,     Employee
     Enron Corp. Board of Directors