Employment Agreement - Enron Power Corp., Enron Operations Corp. and Thomas E. White Jr.


          SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     This Agreement, entered into and made effective as of
May 2, 1994, by and between Enron Power Corp. ('Company'), a
Delaware corporation having its headquarters at 1400 Smith
Street, Houston, Texas 77002, Enron Operations Corp.
('EOC'), a Delaware corporation having its headquarters at
1400 Smith Street, Houston, Texas 77002, and Thomas E.
White, Jr. ('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, 1990 (the 'Employment Agreement').

     WHEREAS, the parties desire to amend the Employment
Agreement to provide for assignment of the Employment
Agreement by Company to, and assumption of the Employment
Agreement by, EOC, 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, EOC.  Any reference to the 'Company' in the
Employment Agreement shall mean EOC.  Employee consents to
such assignment and assumption, and releases Company from
every obligation under the Employment Agreement.  EOC
assumes every obligation of Company under the Employment
Agreement.

2.   The Term of Employment set forth in Exhibit 'A' to the
Employment Agreement is amended to provide that the Initial
Term shall extend to and terminate on the last day of the
month of June, 1998 or on any subsequent date as may be
agreed upon in writing by Employee and Company.

3.   In consideration hereof, Company hereby awards to
Employee a grant of One Hundred Thousand (100,000) stock
options from the Enron Corp. 1991 Stock Plan effective May
2, 1994, which is attached hereto as Exhibit 'A'.


This Agreement is a second amendment to the Employment
Agreement, and the parties agree that all other terms,
conditions and stipulations contained in the Employment
Agreement, and any 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 POWER CORP. 


By:   RICHARD D. KINDER            
Name: Richard D. Kinder
Title: Director



ENRON OPERATIONS CORP.


By:   STANLEY C. HORTON            
Name: Stanley C. Horton
Title: President and Chief Operating
       Officer



THOMAS E. WHITE, JR.
Thomas E. White, Jr.