Executive Employment Agreement - Enron Corp. and Joseph W. Sutton


                                                            
         AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
          BETWEEN ENRON CORP. AND JOSEPH W. SUTTON

     This Agreement, made, entered into and effective as of
the 5th day of May, 1999 (the 'Effective Date'), by and
between Enron Corp., an Oregon corporation, having offices
at 1400 Smith Street, Houston, Texas 77002 ('Employer'), and
Joseph W. Sutton, an individual currently residing at  31
Half Moon Court, The Woodlands, Texas 77380 ('Employee'), is
an amendment to that certain Executive Employment Agreement
between Enron Corp. and Employee, effective the 23rd day of
June, 1998 (the 'Executive Employment Agreement').

     WHEREAS, the parties desire to amend the Executive
Employment Agreement to change the provisions for Long Term
Incentive Compensation in Exhibit A thereto;

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

     1.   The provision for Long Term Incentive Compensation in
Exhibit A to the Executive Employment Agreement is deleted
and the following is inserted in its place:

     'Long Term Incentive Compensation:
     
     Employee shall receive the following long term
     incentive compensation.
     
     For 1998: (1) a grant pursuant to the Enron Corp. 1991
     Stock Plan ('91 Stock Plan') of Restricted Stock in
     January, 1999, or in January of a subsequent year if
     the following cumulative provisions apply, having a
     grant value of $1,060,000 and conditioned on Enron
     International meeting at least 80% of its 1998 after
     tax net income target ('80% Target'); such 80% Target
     shall be a cumulative percentage over a five year
     period beginning with 1998 so that if the employee
     misses a target in any single year, the employee shall
     have the ability to receive such a grant in a future
     year based on a cumulative year average of 80% or
     greater; such a grant of Restricted Stock shall vest
     25% on the date of grant and thereafter, conditioned on
     Employee's continued employment with Employer, in
     annual 25% increments on the anniversary dates of said
     grant, and (2) a grant pursuant to the '91 Stock Plan
     of 100,000 Stock Options made at the time of entering
     into this Agreement, to vest, conditioned on Employee's
     continued employment with Employer, in increments of
     25% on December 31 on each of the next four years.
     
     For years 1999 through 2002, Employee shall be granted
     Stock Options pursuant to the '91 Stock Plan having a
     value based on Black Scholes (as determined annually by
     the Compensation Committee of the Enron Corp. Board of
     Directors similar to other Enron Corp. executives) of
     $1,060,000 for each year.  For example if the Black
     Scholes value of an Enron Corp. Stock Option was
     $10.60, Employee would receive 100,000 Stock Options
     ($1,060,000/$10.60)  These Stock Options will be
     granted on 12/31/98, 12/31/99, 12/31/00, and 12/31/01
     and shall vest, conditioned on Employee's continued
     employment with Employer, in 25% increments on December
     31 of each of the four years following the date of
     grant.
     
     Employee shall also receive grants pursuant to the '91
     Stock Plan of Restricted Stock in January 2000, 2001,
     2002 and 2003, or in January of a subsequent year (but
     no subsequent year later than January 2003) if the
     following cumulative provision apply, each having a
     grant value of $1,060,000, conditioned on Enron
     International meeting at least 80% of its after tax net
     income target ('80% Target') for calendar years 1999,
     2000, 2001 and 2002, respectively.  Such 80% Target
     shall be a cumulative percentage over the five year
     period (1998 - 2002) so that if an 80% Target is not
     met for any single year, during the 1998 - 2002 period,
     Employee may become eligible to receive such grant for
     such a missed year if the cumulative average of such
     80% Targets for such missed year and prior or
     subsequent year(s) during this 1998 - 2002 period meets
     or exceeds the cumulative 80% Targets.  Such grants of
     Restricted Stock will vest 25% on the date of grant and
     thereafter, conditioned on Employee's continued
     employment with Employer, in annual 25% increments on
     the anniversary dates of such grants.
     
     Each grant of long term incentive compensation pursuant
     to the '91 Stock Plan shall have standard termination
     provisions and be evidenced by a written award
     agreement.'
     
     2.  This Agreement is an amendment to the Executive
Employment Agreement, and the parties agree that all other
terms, conditions and stipulations contained in the
Executive 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 Effective Date.

                              ENRON CORP.


                              By: /s/ MARY K. JOYCE
                              Name:   Mary K. Joyce
                              Title:  Vice President
                              This ____ day of ______, 1999


                              JOSEPH W. SUTTON
                              
                              
                              /s/ JOSEPH W. SUTTON
                              This____ day of ______, 1999









 TYPE:  EX-10.54
 SEQUENCE:  12
 DESCRIPTION:  MATERIAL CONTRACTS



                                               Exhibit 10.54

     SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement, entered into on this11th day of
October, 1999, and made effective as of July 1, 1999, by and
between Enron Corp., an Oregon corporation ('Company')
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Joseph W. Sutton ('Employee'), an individual
residing at 31 Half Moon Court, The Woodlands, Texas 77380,
is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
23rd day of June, 1998, and made effective as of June 23,
1998 (the 'Employment Agreement').

     WHEREAS, the parties desire to amend the Employment
Agreement to provide compensation and to make other
amendments to the Employment Agreement as provided herein;

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

     1. Exhibit 'A' to the Employment Agreement is hereby
       deleted in its entirety and the attached Exhibit 'A' is
       inserted in its entirety.

     2. Article 3, Section 3.5 of the Employment Agreement is
       hereby deleted in its entirety and the following is inserted
       in its place:

     '3.5  Upon an Involuntary Termination of the employment
     relationship by either Employer or Employee prior to
     the expiration of the Term, Employee shall be entitled,
     in consideration of Employee's continuing obligations
     hereunder after such termination (including, without
     limitation, Employee's non-competition obligations), to
     receive one hundred percent (100%) of the then current
     Monthly Base Salary and Bonus as described on Exhibit
     'A' as if Employee's employment (which shall cease on
     the date of such Involuntary Termination) had continued
     for the full Term of this Agreement.  Further, upon an
     Involuntary Termination after the Term expires,
     Employee shall be entitled to receive Employee's
     Monthly Base Salary for three (3) months after the date
     of termination of the employment relationship;
     provided, Employee has met the non-competition
     obligations of this Agreement.  The payment shall be
     calculated based upon Employee's Monthly Base Salary
     immediately preceding termination of the employment
     relationship.  Employee shall not be under any duty or
     obligation to seek or accept other employment following
     Involuntary Termination and the amounts due Employee
     hereunder shall not be reduced or suspended if Employee
     accepts subsequent employment.  Employee's rights under
     this Section 3.5 are Employee's sole and exclusive
     rights against Employer, Enron, or their affiliates,
     and Employer's sole and exclusive liability to Employee
     under this Agreement, in contract, tort, or otherwise,
     for any Involuntary Termination of the employment
     relationship.  Employee covenants not to sue or lodge
     any claim, demand or cause of action against Employer
     for any sums for Involuntary Termination other than
     those sums specified in this Section 3.5.  If Employee
     breaches this covenant, Employer shall be entitled to
     recover from Employee all sums expended by Employer
     (including costs and attorneys fees) in connection with
     such suit, claim, demand or cause of action.  All
     outstanding grants of stock options (excluding AESOP)
     and restricted stock, which are unvested, shall become
     fully vested upon Involuntary Termination.'
     
     3. Article 7, Section 7.1 of the Employment
     Agreement is hereby deleted in its entirety and
     the following is inserted in its entirety:
     
     '6.1 As part of the consideration for the
     compensation and benefits to be paid to Employee
     hereunder, in keeping with Employee's duties as a
     fiduciary and in order to protect Employer's
     interest in the confidential information of
     Employer and the business relationships developed
     by Employee with the clients and potential clients
     of Employer, and as an additional incentive for
     Employer to enter into this Agreement, Employer
     and Employee agree to the non-competition
     provisions of this Article 7.  Employee agrees
     that during the period of Employee's non-
     competition obligations hereunder, Employee will
     not, directly or indirectly for Employee or for
     others, in any geographic area or market where
     Employer or any of its affiliated companies are
     conducting any business as of the date of
     termination of the employment relationship or
     during the previous twelve months conducted any
     business:
     
          (i)  engage in any business competitive with
     the business conducted by Employer;
     
          (ii) render advice or services to, or
     otherwise assist, any other person, association,
     or entity who is engaged, directly or indirectly,
     in any business competitive with the business
     conducted by Employer; or
     
          (iii) induce any employee of Employer or
     any of its affiliates to terminate his or her
     employment with Employer or its affiliates, or
     hire or assist in the hiring of any such employee
     by person, association, or entity not affiliated
     with Enron.
     
     These non-competition obligations shall extend
     until (a) one year after termination of the
     employment relationship upon a Voluntary
     Termination during the Term of this Agreement; (b)
     six (6) months after the date of termination of
     the employment relationship upon an Involuntary
     Termination; or (c) in the event the Term of the
     Agreement has expired, three (3) months after the
     date of termination of the employment
     relationship, whichever event is applicable.

     This Amendment 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 CORP.
                              
                              
                              By: /s/ KENNETH L. LAY
                              Name:   Kenneth L. Lay
                              Title:  Chairman & CEO
                              This 19th day of November, 1999
                              
                              
                              
                              JOSEPH W. SUTTON
                              
                              
                              /s/ JOSEPH W. SUTTON
                              This 19th day of November, 1999
                              








 TYPE:  EX-10.56
 SEQUENCE:  13
 DESCRIPTION:  MATERIAL CONTRACTS



                                               Exhibit 10.56

      FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement, entered into on this 27th day of
December, 1999, and made effective as of December 27, 1999,
by and between Enron Operations Corp., a Delaware
corporation ('Employer') having its headquarters at 1400
Smith Street, Houston, Texas 77002 and Enron Corp., an
Oregon corporation having its headquarters at 1400 Smith
Street, Houston, Texas 77002, and Stanley C. Horton
('Employee'), an individual residing at 70 Champions Bend
Circle, Houston, Texas 77069, is an amendment to that
certain Executive Employment Agreement between the Company
and Employee entered into the 15th day of October, 1996, and
made effective as of October 1, 1996 (the 'Employment
Agreement').

     WHEREAS, the parties desire to amend the Employment
Agreement to provide compensation and to make other
amendments to the Employment Agreement as provided herein;

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

     3.   Effective December 1, 1999, the Employment Agreement is
       assigned by Enron Operations Corp. to, and assumed by Enron
       Corp.  Any reference to Employer in the Employment Agreement
       shall mean Enron Corp.  Employee consents to such assignment
       and assumption, and releases Enron Operations Corp. from
       every obligation under the Employment Agreement.  Enron
       Corp. assumes every obligation of Enron Operations Corp.
       under the Employment Agreement.

     4.   Exhibit 'A' to the Employment Agreement is hereby
       deleted in its entirety and the attached Exhibit 'A' is
       inserted in its entirety.

     5.   Article 3, Section 3.5 of the Employment Agreement is
       hereby deleted in its entirety and the following is inserted
       in its place:

          '3.5  Upon an Involuntary Termination of the
          employment relationship by either Employer or
          Employee prior to the expiration of the Term,
          Employee shall be entitled, in consideration of
          Employee's continuing obligations hereunder after
          such termination (including, without limitation,
          Employee's non-competition obligations), to
          receive a payment of one (1) year's pay as
          described herein.  The payment shall be calculated
          by taking the average of Employee's annual base
          salary and performance bonus for the last two (2)
          years of Employee's employment for a payment
          equivalent to one (1) year's base and bonus.  The
          first fifty-percent (50%) of the payment shall be
          paid equally on a monthly basis for the first six
          (6) months following termination of the employment
          relationship.  The remaining fifty-percent (50%)
          shall be paid at the end of the six (6) month
          period provided Employee has met the non-
          competition obligations of this Agreement.  Upon
          an Involuntary Termination after the Term expires,
          Employee shall be entitled to receive Employee's
          Monthly Base Salary for three (3) months after the
          date of termination of the employment
          relationship; provided, Employee has met the non-
          competition obligations of this Agreement.  The
          payment shall be calculated based upon Employee's
          Monthly Base Salary immediately preceding
          termination of the employment relationship.
          Employee shall not be under any duty or obligation
          to seek or accept other employment following
          Involuntary Termination and the amounts due
          Employee hereunder shall not be reduced or
          suspended if Employee accepts subsequent
          employment.  Employee's rights under this Section
          3.5 are Employee's sole and exclusive rights
          against Employer, Enron, or their affiliates, and
          Employer's sole and exclusive liability to
          Employee under this Agreement, in contract, tort,
          or otherwise, for any Involuntary Termination of
          the employment relationship.  Employee covenants
          not to sue or lodge any claim, demand or cause of
          action against Employer for any sums for Involun
          tary Termination other than those sums specified
          in this Section 3.5.  If Employee breaches this
          covenant, Employer shall be entitled to recover
          from Employee all sums expended by Employer
          (including costs and attorneys fees) in connection
          with such suit, claim, demand or cause of action.'
     
          3.   Article 6, Section 6.1 of the Employment
          Agreement is hereby deleted in its entirety
          and the following is inserted in its entirety:
     
          '6.1 As part of the consideration for the
          compensation and benefits to be paid to
          Employee hereunder, in keeping with
          Employee's duties as a fiduciary and in order
          to protect Employer's interest in the
          confidential information of Employer and the
          business relationships developed by Employee
          with the clients and potential clients of
          Employer, and as an additional incentive for
          Employer to enter into this Agreement,
          Employer and Employee agree to the non-
          competition provisions of this Article 6.
          Employee agrees that during the period of
          Employee's non-competition obligations
          hereunder, Employee will not, directly or
          indirectly for Employee or for others, in any
          geographic area or market where Employer or
          any of its affiliated companies are
          conducting any business as of the date of
          termination of the employment relationship or
          during the previous twelve months conducted
          any business:
          
               (i)  engage in any business competitive
          with the business conducted by Employer;
          
               (ii) render advice or services to, or
          otherwise assist, any other person,
          association, or entity who is engaged,
          directly or indirectly, in any business
          competitive with the business conducted by
          Employer; or
          
               (iii) induce any employee of
          Employer or any of its affiliates to
          terminate his or her employment with Employer
          or its affiliates, or hire or assist in the
          hiring of any such employee by person,
          association, or entity not affiliated with
          Enron.
          
          These non-competition obligations shall
          extend until (a) one year after termination
          of the employment relationship upon a
          Voluntary Termination during the Term of this
          Agreement; (b) six (6) months after the date
          of termination of the employment relationship
          upon an Involuntary Termination; or (c) in
          the event the Term of the Agreement has
          expired, three (3) months after the date of
          termination of the employment relationship,
          whichever event is applicable.'

     This Amendment is a First 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 OPERATIONS CORP.
                              
                              
                              By: /s/ ELAINE V. OVERTURF
                              Name:   Elaine V. Overturf
                              Title:  Deputy Corporate
                                      Secretary
                              This 11th day of January, 2000
                              
                              
                              ENRON CORP.
                              
                              
                              By: /s/ JOSEPH W. SUTTON
                              Name:   Joseph W. Sutton
                              Title:  Vice Chairman
                              This 27th day of December, 1999
                              
                              
                              STANLEY C. HORTON
                              
                              
                              /s/ STANLEY C. HORTON
                              This 27th day of December, 1999
                              







 TYPE:  EX-10.57
 SEQUENCE:  14
 DESCRIPTION:  MATERIAL CONTRACTS




                                               Exhibit 10.57

               EXECUTIVE EMPLOYMENT AGREEMENT

   This Employment Agreement ('Agreement'), including the
attached Exhibit 'A,' is entered into between Enron Corp.,
an Oregon corporation  ('ENRON' and/or 'Enron'), and
Mark A. Frevert, ('Employee'), to be effective as of June 1,
1998 (the 'Effective Date').

                         WITNESSETH:

   WHEREAS, ENRON is desirous of employing Employee pursuant
to the terms and conditions and for the consideration set
forth in this Agreement, and Employee is desirous of
entering the employ of ENRON pursuant to such terms and
conditions and for such consideration.

   NOW, THEREFORE, for and in consideration of the mutual
promises, covenants, and obligations contained herein, ENRON
and Employee agree as follows:

ARTICLE 1:  EMPLOYMENT AND DUTIES:

   1.1  ENRON agrees to employ Employee, and Employee agrees
to be employed by ENRON, beginning as of the Effective Date
and continuing until the date set forth on Exhibit 'A' (the
'Term'), subject to the terms and conditions of this
Agreement.

   1.2  Employee initially shall be employed in the position
set forth on Exhibit 'A.'  ENRON may subsequently assign
Employee to a different position or modify Employee's duties
and responsibilities; provided however, if ENRON assigns
Employee to a different position, the assignment shall not
be a material reduction, or if ENRON modifies Employee's
duties and responsibilities, any such modification shall not
materially reduce Employee's duties and responsibilities,
neither of which event shall occur without Employee's prior
consent.  Moreover, ENRON may assign this Agreement and
Employee's employment to Enron or any affiliates of Enron.
Employee agrees to serve in the assigned position and to
perform diligently and to the best of Employee's abilities
the duties and services appertaining to such position as
determined by ENRON, as well as such additional or different
duties and services appropriate to such position which
Employee from time to time may be reasonably directed to
perform by ENRON.  Employee shall at all times comply with
and be subject to such policies and procedures as ENRON may
establish from time to time.

   1.3  Employee shall, during the period of Employee's
employment by ENRON, devote Employee's full business time,
energy, and best efforts to the business and affairs of
ENRON.  Employee may not engage, directly or indirectly, in
any other business, investment, or activity that interferes
with Employee's performance of Employee's duties hereunder,
is contrary to the interests of ENRON or Enron, or requires
any significant portion of Employee's business time.

   1.4  In connection with Employee's employment by ENRON,
ENRON shall provide Employee access to such confidential
information pertaining to the business and services of ENRON
as is appropriate for Employee's employment
responsibilities.  ENRON also shall provide to Employee the
opportunity to develop business relationships with ENRON's
clients and potential clients that are appropriate for
Employee's employment responsibilities.

   1.5  Employee acknowledges and agrees that Employee owes
a fiduciary duty of loyalty, fidelity and allegiance to act
at all times in the best interests of the ENRON and to
engage in no act which would injure Employer's business, its
interests, or its reputation.  It is agreed that any direct
or indirect interest in, connection with, or benefit from
any outside activities, particularly commercial activities,
which interest might in any way adversely affect ENRON, or
any of its subsidiaries, or affiliates, involves a possible
conflict of interest.  In keeping with Employee's fiduciary
duties to ENRON, Employee agrees that Employee shall not
knowingly become involved in a conflict of interest with
ENRON, its subsidiaries, divisions, or affiliates, or upon
discovery thereof, allow such a conflict to continue.
Moreover, Employee agrees that Employee shall disclose to
ENRON's General Counsel any facts which might involve such a
conflict of interest that has not been approved by ENRON's
Board of Directors.

   1.6  ENRON and Employee recognize that it is impossible
to provide an exhaustive list of actions or interests which
constitute a 'conflict of interest.'  Moreover, ENRON and
Employee recognize there are many borderline situations.  In
some instances, full disclosure of facts by the Employee to
ENRON's General Counsel may be all that is necessary to
enable ENRON, or their affiliates to protect their inter
ests.  In other instances, if no improper motivation appears
to exist and the interests of ENRON, or their affiliates
have not suffered, prompt elimination of the outside
interest will suffice.  In still others, it may be necessary
for ENRON to terminate the employment relationship.  ENRON
and Employee agree that Employer's determination as to
whether a conflict of interest exists shall be conclusive.
ENRON reserves the right to take such action as, in its
judgment, will end the conflict.

ARTICLE 2:  COMPENSATION AND BENEFITS:

   2.1  Employee's base salary during the Term shall be not
less than the amount set forth under the heading 'Monthly
Base Salary' on Exhibit 'A,' which shall be paid in
semimonthly installments in accordance with Employer's
standard payroll practice.

   2.2  While employed by ENRON (both during the Term and
thereafter), Employee shall be allowed to participate, on
the same basis generally as other employees of ENRON, in all
general employee benefit plans and programs, including
improvements or modifications of the same, which on the
Effective Date or thereafter are made available by ENRON to
all or substantially all of Employer's employees.  Such
benefits, plans, and programs may include, without
limitation, medical, health, and dental care, life
insurance, disability protection, and pension plans.
Nothing in this Agreement is to be construed or interpreted
to provide greater rights, participation, coverage, or
benefits under such benefit plans or programs than provided
to similarly situated employees pursuant to the terms and
conditions of such benefit plans and programs.

   2.3  ENRON shall not by reason of this Article 2 be
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any such incentive compensation
or employee benefit program or plan, so long as such actions
are similarly applicable to covered employees generally.
Moreover, unless specifically provided for in a written plan
document adopted by the Board of Directors of either ENRON
or its subsidiaries, divisions, or affiliates, none of the
benefits or arrangements described in this Article 2 shall
be secured or funded in any way, and each shall instead
constitute an unfunded and unsecured promise to pay money in
the future exclusively from the general assets of ENRON.

   2.4  ENRON may withhold from any compensation, benefits,
or amounts payable under this Agreement all federal, state,
city, or other taxes as may be required pursuant to any law
or governmental regulation or ruling.

ARTICLE 3:  TERMINATION BEFORE THE TERM EXPIRES AND EFFECTS
            OF SUCH TERMINATION:

     3.1. ENRON may terminate Employee's employment before
the Term expires for the following reasons:

          a.   For 'cause' upon the determination by ENRON's
     management committee (or, if there is no management
     committee, the highest applicable level of management)
     that 'cause' exists to terminate the Employee.  'Cause'
     means (i) Employee's gross negligence, willful
     misconduct, or neglect in the performance of the duties
     and services as an ENRON employee; (ii) Employee's
     final conviction of a felony; (iii) Employee's material
     breach of any material provision of this Agreement
     which remains uncorrected for 30 days following Enron's
     written notice to Employee of such breach; (iv)
     Employee's violation of any policy of ENRON; (v) if
     Employee has willfully engaged in conduct that Employee
     knows or should know is materially injurious to Enron,
     or any of its respective subsidiaries, divisions, or
     affiliates; or (vi) if Employee violates the Foreign
     Corrupt Practices Act or other applicable United States
     law as proscribed by Section 6.8.  If ENRON terminates
     Employee's employment for Cause, Employee shall be
     entitled only to pro rata salary through the date of
     such termination, and all future compensation and
     benefits, other than benefits to which Employee is
     entitled under the terms of ENRON or Enron Capital & Trade Resources Corp. compensation and/or benefit
     plans, shall cease.
     
          b.   Involuntary termination at ENRON's option for
     any reason whatsoever, including termination without
     cause, in the sole discretion of ENRON's management
     committee (or, if there is no management committee, the
     highest applicable level of management).  Upon an
     Involuntary Termination before the Term expires,
     Employee is entitled to receive the greater of (a) the
     monthly salary on Exhibit 'A' as if Employee's
     employment (which ends on the date of Involuntary
     Termination) had continued for the full Term, or (b)
     $750,000.00, payable in a lump sum payment.  If,
     however, Employee accepts employment with a competitor
     as described in Sections 5.2a., b., c., or d. of
     Article 5, ENRON's obligations to pay Employee pursuant
     to this section shall cease as of the first day of such
     employment by Employee.  Employee will not accrue or
     receive any vacation pay during the Term following
     Involuntary Termination.
     
          c.   Upon Employee's (i) death, or (ii) becoming
     incapacitated or disabled so as to entitle Employee to
     benefits under Enron's long-term disability plan, or
     (iii) becoming permanently and totally unable to
     perform Employee's duties for ENRON as a result of any
     physical or mental impairment supported by a written
     opinion by a physician selected by ENRON.  Upon
     termination of employment under this paragraph,
     Employee or Employee's heirs shall be entitled only to
     Employee's pro rata salary through the date of such
     termination, and all future compensation and benefits,
     other than benefits to which Employee is entitled under
     the terms of ENRON or Enron Capital & Trade Resources
     Corp. compensation and/or benefit plans, shall cease.

     3.2  Employee may terminate the employment relationship
before the Term expires for the following reasons:

          a.   A material breach by ENRON of any material
     provision of this Agreement which remains uncorrected
     for 30 days following Employee's written notice to
     ENRON of such breach.  Upon such a termination,
     Employee shall be entitled to receive the monthly
     salary on Exhibit 'A' as if Employee's employment had
     continued for the full Term.

          b.   Involuntary termination at Employee's option
     if ENRON assigns Employee to a different position and
     the assignment results in a material reduction, or
     ENRON modifies Employee's duties or responsibilities
     and said modification materially reduces Employee's
     duties or responsibilities, and ENRON fails to secure
     Employee's prior consent to either the assignment or
     modification.  Upon such a termination, Employee shall
     be entitled to receive the greater of (a) the monthly
     salary on Exhibit 'A' as if Employee's employment had
     continued for the full Term, or (b) $750,000.00,
     payable in a lump sum payment.

          c.   For any other reason whatsoever, in
     Employee's sole discretion.  If Employee voluntarily
     terminates his or her employment to accept a position
     with ENRON, or one of its subsidiaries, divisions, or
     affiliates, Employee will notify his or her Human
     Resources Representative in writing within ten (10)
     days of beginning such employment.  Upon a Voluntary
     Termination before the Term expires, all of Employee's
     future compensation and benefits, other than benefits
     to which Employee is entitled under the terms of ENRON
     or Enron Capital & Trade Resources Corp. compensation
     and/or benefit plans, shall cease as of the date of
     termination, and Employee shall be entitled only to pro
     rata salary through the termination date.

     3.3  In all cases, the compensation and benefits
payable to Employee under this Agreement upon termination of
employment shall be offset by any amounts to which Employee
otherwise may be entitled under any benefit plans, severance
plans, voluntary payments, and policies of  ENRON,  or its
subsidiaries, divisions, or affiliates, or amounts Employee
owes to ENRON.

     3.4  Neither termination of employment nor expiration
of the Term terminates the continuing obligations of this
Agreement, including obligations under Articles 4, 5 and
6.1.

     3.5  Should Employee remain employed by ENRON after the
Term expires, such employment shall convert to an employment-
at-will relationship, terminable at any time by either ENRON
or Employee for any reason whatsoever, with or without
cause. Upon such termination of the employment relationship
by either ENRON or Employee for any reason whatsoever, all
future compensation to which Employee is entitled and all
future benefits for which Employee is eligible shall cease
and terminate.  Employee shall be entitled to pro rata
salary through the date of such termination, but Employee
shall not be entitled to any individual bonuses or
individual incentive compensation not yet paid at the date
of such termination.

ARTICLE 4:  OWNERSHIP AND PROTECTION OF INFORMATION;
COPYRIGHTS:

   4.1  All information, ideas, concepts, improvements,
discoveries, and inventions, whether patentable or not,
which are conceived, made, developed or acquired by Employ
ee, individually or in conjunction with others, during
Employee's employment by ENRON (whether during business
hours or otherwise and whether on Employer's premises or
otherwise) which relate to Employer's business, products or
services (including, without limitation, all such
information relating to corporate opportunities, research,
financial and sales data, pricing and trading terms, evalua
tions, opinions, interpretations, acquisition prospects, the
identity of customers or their requirements, the identity of
key contacts within the customer's organizations or within
the organization of acquisition prospects, or marketing and
merchandising techniques, prospective names, and marks)
shall be disclosed to ENRON and are and shall be the sole
and exclusive property of ENRON.  Moreover, all drawings,
memoranda, notes, records, files, correspondence, manuals,
models, specifications, computer programs, maps and all
other writings or materials of any type embodying any of
such information, ideas, concepts, improvements,
discoveries, and inventions are and shall be the sole and
exclusive property of ENRON.

     4.2  Employee acknowledges that the business of ENRON,
its subsidiaries, divisions, and  affiliates is highly
competitive and that ENRON has provided and will provide
Employee with access to Confidential Information relating to
the business of ENRON, its subsidiaries, divisions, and
affiliates.  'Confidential Information' means and includes
ENRON's confidential and/or proprietary information and/or
trade secrets that have been developed or used and/or will
be developed and that cannot be obtained readily by third
parties from outside sources.  Confidential Information
includes, by way of example and without limitation, the
following: information regarding customers, employees,
contractors, and the industry not generally known to the
public; strategies, methods, books, records, and documents;
technical information concerning products, equipment,
services, and processes; procurement procedures and pricing
techniques; the names of and other information concerning
customers, investors, and business affiliates (such as
contact name, service provided, pricing for that customer,
amount of services used, credit and financial data, and/or
other information relating to ENRON's relationship with that
customer); pricing strategies and price curves; positions;
plans and strategies for expansion or acquisitions; budgets;
customer lists; research; weather data; financial and sales
data; trading methodologies and terms; evaluations,
opinions, and interpretations of information and data;
marketing and merchandising techniques; prospective
customers' names and marks; grids and maps; electronic
databases; models; specifications; computer programs;
internal business records; contracts benefiting or
obligating ENRON; bids or proposals submitted to any third
party; technologies and methods; training methods and
training processes; organizational structure; salaries of
personnel; payment amounts or rates paid to consultants or
other service providers; and other such confidential or
proprietary information.  Employee acknowledges that this
Confidential Information constitutes a valuable, special,
and unique asset used by ENRON, its subsidiaries, divisions,
or affiliates in their business to obtain a competitive
advantage over their competitors.  Employee further
acknowledges that protection of such Confidential
Information against unauthorized disclosure and use is of
critical importance to ENRON, its subsidiaries, divisions,
and affiliates in maintaining their competitive position.
Employee also will have access to, or knowledge of,
Confidential Information of third parties, such as actual
and potential customers, suppliers, partners, joint
venturers, investors, financing sources and the like, of
ENRON, its subsidiaries, divisions, and affiliates.  ENRON
also shall provide Employee with Confidential Information
and training regarding ENRON's methodologies and business
strategies.  Employee acknowledges that he has and will
receive training that enables him to perform his job at
ENRON.  Employee acknowledges that money damages would not
be sufficient remedy for any breach of this Article 4 by
Employee, and ENRON shall be entitled to enforce the
provisions of this Article 4 by terminating any payments
then owing to Employee under this Agreement and/or to
specific performance and injunctive relief as remedies for
such breach or any threatened breach.  Such remedies shall
not be deemed the exclusive remedies for a breach of this
Article 4, but shall be in addition to all remedies
available at law or in equity to ENRON, including the
recovery of damages from Employee and his agents involved in
such breach.

   4.3  All written materials, records, and other documents
made by, or coming into the possession of, Employee during
the period of Employee's employment by ENRON which contain
or disclose confidential business information or trade
secrets of ENRON, its subsidiaries, divisions, or affiliates
shall be and remain the property of ENRON, its subsidiaries,
divisions, or affiliates, as the case may be.  Upon
termination of Employee's employment by ENRON, for any
reason, Employee promptly shall deliver the same, and all
copies thereof, to ENRON.

   4.4  If, during Employee's employment by ENRON, Employee
creates any original work of authorship fixed in any
tangible medium of expression which is the subject matter of
copyright (such as videotapes, written presentations on
acquisitions, computer programs, drawings, maps,
architectural renditions, models, manuals, brochures, or the
like) relating to Employer's business, products, or
services, whether such work is created solely by Employee or
jointly with others (whether during business hours or
otherwise and whether on Employer's premises or otherwise),
Employee shall disclose such work to ENRON.  ENRON shall be
deemed the author of such work if the work is prepared by
Employee in the scope of his employment; or, if the work is
not prepared by Employee within the scope of his employment
but is specially ordered by ENRON as a contribution to a
collaborative work, as a part of a motion picture or other
audiovisual work, as a translation, as a supplementary work,
as a compilation, or as an instructional text, then the work
shall be considered to be work made for hire and ENRON shall
be the author of the work.  If such work is neither prepared
by the Employee within the scope of his employment nor a
work specially ordered and is deemed to be a work made for
hire, then Employee hereby agrees to assign, and by these
presents does assign, to ENRON all of Employee's worldwide
right, title, and interest in and to such work and all
rights of copyright therein.

   4.5  Both during the period of Employee's employment by
ENRON and thereafter, Employee shall assist ENRON and its
nominee, at any time, in the protection of Employer's
worldwide right, title, and interest in and to information,
ideas, concepts, improvements, discoveries, and inventions,
and its copyrighted works, including without limitation, the
execution of all formal assignment documents requested by
ENRON or its nominee and the execution of all lawful oaths
and applications for applications for patents and regis
tration of copyright in the United States and foreign
countries.

ARTICLE 5:  CONFIDENTIAL INFORMATION; POST-EMPLOYMENT
OBLIGATIONS

     5.1  The terms of this Agreement constitute
confidential information, which Employee shall not disclose
to anyone other than Employee's spouse, attorneys, tax
advisors, or as required by law. Disclosure of these terms
is a material breach of this Agreement and could subject
Employee to disciplinary action, including without
limitation, termination of employment for cause.

     5.2  ENRON agrees to and shall provide Employee with
access to Confidential Information as described in Paragraph
4.2.  Ancillary to the rights provided to Employee in
Section 3.1, ENRON's provision of Confidential Information
to Employee, and Employee's agreement not to disclose
Confidential Information, and in order to protect the
Confidential Information described  above, ENRON and
Employee agree to the following non-competition provisions.
Employee agrees that during the Period of Post-Employment
Non-Competition Obligations defined in Exhibit 'A,' Employee
will not, directly or indirectly, for Employee or for
others, in the Geographic Region of Responsibility described
on Exhibit 'A,' or, if Employee's geographic region has
changed, in any and all geographic regions in which Employee
has worked during the 12-month period immediately preceding
Employee's termination of Employment:

          a.   engage in the business of buying, selling,
     trading, structuring, or executing transactions in
     commodities, assets, or products in which ENRON is
     doing business, has plans to engage in business, or has
     engaged in business in the preceding 12-month period,
     including, but not limited to, gas, electricity, coal,
     chilled water, clean fuel, energy assets, paper, pulp,
     packaging, metals, weather products, interest rates,
     currencies, securities, or other commodities
     (including, without limitation, other energy
     commodities), or any futures, derivatives, or equities
     related to any of the foregoing, whether at wholesale
     or retail, or the development of systems, information
     technology, accounting, or risk management with respect
     to any of the foregoing;

          b.   engage in other types of business performed
     by ENRON, including the acquiring or disposing of
     assets or equity investments or providing or raising
     capital, through loans, equity, joint ventures,
     partnerships, working interests, production payments,
     or similar arrangements into products, commodities,
     futures, derivatives, or other items in which ENRON
     currently is engaging in business, has plans to engage
     in business, or has engaged in business in the
     preceding 12-month period;

          c.   perform any job, task, function, skill, or
     responsibility that Employee has provided for ENRON in
     the preceding 12-month period; or

          d.   render advice or services to, or otherwise
     assist, any other person, association or entity in the
     business of 'a,' 'b,' or 'c' above.
          
Employee understands that the foregoing restrictions may
limit his or her ability to engage in certain businesses in
the geographic region and during the period provided for
above, but acknowledges that these restrictions are
necessary to protect the Confidential Information ENRON has
provided to Employee.

Employee further understands that if Employee accepts
employment with a competitor as described in Section 5.2.a.,
b., c., or d. after the expiration of the Period of Post-
Employment Non-Competition Obligations defined in Exhibit A,
then any continuing obligations to pay Employee under
Section 3.1.b. shall cease as of the first day of such
employment by Employee.

Employee agrees that this provision defining the scope of
activities constituting competition with ENRON is narrow and
reasonable for the following reasons:  (i) Employee is free
to seek employment with other companies providing services
that do not directly or indirectly compete with any business
of ENRON; (ii) Employee is free to seek employment with
other companies in the energy business that do not directly
or indirectly compete with any business of ENRON, such as
oil field service companies, drilling contractors, and oil
field equipment manufacturers; and (iii) there are many
other companies in the energy industry and in other
industries that do not directly or indirectly compete with
any business of ENRON.  Thus, this restriction on Employee's
ability to compete does not prevent Employee from using and
offering the skills that Employee possessed prior to
receiving Confidential Information, trade secrets,
confidential training, and knowledge from ENRON.

     5.3  For a period of twelve (12) months following the
termination of employment for any reason, Employee will not
call on, service, or solicit competing business from
customers of ENRON, its subsidiaries, divisions, or
affiliates whom that Employee, within the previous twenty-
four (24) months, (i) had or made contact with, or (ii) had
access to information and files about.  These restrictions
are limited by geography to the specific places, addresses,
or locations where a customer is present and available for
soliciting or servicing.

     5.4  During Employee's employment, and for a period of
twelve (12) months following the termination of employment
for any reason, Employee will not, either Directly or
Indirectly, call on, solicit, or induce any other employee
or officer of ENRON, its subsidiaries, divisions, or
affiliates whom Employee had contact with, knowledge of, or
association with in the course of employment with ENRON to
terminate his or her employment, and will not assist any
other person or entity in such a solicitation.

     5.5  The parties are entering into this Agreement with
the express understanding that this Agreement is clear and
fully enforceable as written.  If Employee ever decides
later to contend that any restriction on activities imposed
by this Agreement no longer is enforceable as written or
does not apply to an activity Employee intends to engage in
on behalf of a competing business, Employee first will
notify a member of ENRON's Board of Directors in writing and
meet with a company representative at least fourteen (14)
days before engaging in any activity that foreseeably could
fall within the questioned restriction to discuss resolution
of such claims (an 'Early Resolution Conference').  Should
the parties not be able to resolve disputes at the Early
Resolution Conference, the parties agree to use
confidential, binding arbitration to resolve the disputes.
The arbitration shall be conducted in accordance with the
then-current employment arbitration rules of the Judicial
Arbitration & Mediation Services, Inc. (JAMS) before an
arbitrator licensed to practice law in Texas.  Either party
may seek a temporary restraining order, injunction, specific
performance, or other equitable relief regarding the
provisions of this Section if the other party fails to
comply with obligations stated herein.  The parties'
agreement to arbitrate applies only to the matters subject
to an Early Resolution Conference.

     5.6  Employee warrants that Employee is not a party to
any other restrictive agreement limiting Employee's
activities in his/her employment by ENRON.  Employee further
warrants that at the time of the signing of this Agreement,
Employee knows of no written or oral contract or of any
other impediment that would inhibit or prohibit employment
with ENRON, and that Employee will not knowingly use any
trade secret, confidential information, or other
intellectual property right of any other party in the
performance of Employee's duties hereunder.  Employee shall
hold ENRON harmless from any and all suits and claims
arising out of any breach of such restrictive agreement or
contracts.

ARTICLE 6:  MISCELLANEOUS:

     6.1  Employee shall refrain, both during and after his
or her employment, from publishing any oral or written
statements about ENRON, its respective subsidiaries or
affiliates, or any of such entities' officers, employees,
agents, or representatives that are slanderous, libelous, or
defamatory; or that disclose private or confidential
information about their business affairs; or that constitute
an intrusion into their seclusion or private lives; or that
give rise to unreasonable publicity about their private
lives; or that place them in a false light before the
public; or that constitute a misappropriation of their name
or likeness.

     6.2  Notices and all other communications shall be in
writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States
registered or certified mail.  Notices to ENRON shall be
sent to Enron Corp., 1400 Smith Street, Houston, Texas
77002,  Attention:  Corporate Secretary.  Notices and
communications to Employee shall be sent to the address
Employee most recently provided to ENRON.
     
     6.3  ENRON is an Oregon citizen.  ENRON's principal
place of business is in Houston, Texas.  Employee resides in
London, England.  This Agreement was negotiated and signed
in Houston, Texas, and shall be performed in London,
England.  Any litigation that may be brought by either party
involving the enforcement of this Agreement or the rights,
duties, or obligations of this Agreement, shall be brought
by either party involving the enforcement of this Agreement
or the rights, duties, or obligations of this Agreement,
shall be brought exclusively in the state or federal courts
sitting in Houston, Harris County, Texas.  This Agreement
shall be governed in all respects by the laws of the state
of Texas, excluding any conflict-of-law rule or principle
that might refer the construction of the Agreement to the
laws of another state or country.

     6.4  Other than as described in section 3.2 a, no
failure by either party at any time to give notice of any
breach by the other party of, or to require compliance with,
any condition or provision of this Agreement shall be deemed
a waiver of any provisions or conditions of this Agreement.

     6.5  If a dispute arises out of or related to this
Agreement, other than a dispute regarding Employee's
obligations under Articles 4, 5 and 6.1, and if the dispute
cannot be settled through direct discussions, then ENRON and
Employee agree to try to settle the dispute in an amicable
manner by confidential mediation before having recourse to
any other proceeding or forum.

     6.6  This Agreement shall be binding upon and inure to
the benefit of ENRON and any other person, association, or
entity that may acquire or succeed to all or substantially
all of the business or assets of ENRON.  Employee's rights
and obligations under this Agreement are personal, and they
shall not be assigned or transferred without ENRON's prior
written consent.

     6.7  Other agreements exist between ENRON and Employee
relating to the employment relationship (e.g., obligations
contained in Enron's Conduct of Business Affairs booklet and
benefit plans).  This Agreement replaces and merges other,
previous agreements and discussions pertaining to the nature
of, term, and termination of  Employee's employment
relationship with ENRON, and this Agreement constitutes the
entire agreement of the parties with respect to such subject
matters.  No representation, inducement, promise, or
agreement has been made by either party with respect to such
subject matters, and no agreement, statement, or promise
relating to the employment of Employee by ENRON that is not
contained in this Agreement shall be valid or binding.  Any
modification of this Agreement will be effective only if it
is in writing and signed by each party.

     6.8  Employee shall at all times comply with United
States laws applicable to Employee's actions on behalf of
ENRON, including specifically, without limitation, the
United States Foreign Corrupt Practices Act, generally
codified in 15 USC 78 (FCPA), as the FCPA may hereafter be
amended, and/or its successor statutes.  If Employee pleads
guilty to or nolo contendere or admits civil or criminal
liability under the FCPA or other applicable United States
law, or if a court finds that Employee has personal civil or
criminal liability under the FCPA or other applicable United
States law, or if a court finds that Employee committed an
action resulting in any Enron entity having civil or
criminal liability or responsibility under the FCPA or other
applicable United States law with knowledge of the
activities giving rise to such liability or knowledge of
facts from which Employee should have reasonably inferred
the activities giving rise to liability had occurred or were
likely to occur, such action or finding shall constitute
'cause' for termination under this Agreement unless ENRON'S
management committee (or, if there is no management
committee, the highest applicable level of ENRON's
management) determines that the actions found to be in
violation of the FCPA or other applicable United States law
were taken in good faith and in compliance with all
applicable policies of ENRON and its subsidiaries,
divisions, and affiliates.

   IN WITNESS WHEREOF, ENRON and Employee have duly executed
this Agreement in multiple originals to be effective on the
date first stated above.

                          Enron Corp.
                          
                          
                          By:  /s/ JEFFREY K. SKILLING
                                 Jeffrey K. Skilling
                                 President and Chief
                                 Operating Officer
                          This ____ day of ________, 1998
                          
                          
                          
                          Mark A. Frevert
                          
                          
                          /s/ MARK A. FREVERT
                          This 7th day of September, 1998
                          



                       EXHIBIT 'A' TO
               EXECUTIVE EMPLOYMENT AGREEMENT
                   BETWEEN ENRON CORP. AND
                       MARK A. FREVERT


Employee Name:      Mark A. Frevert

Term:               June 1, 1998 through May 31, 2001

Position:           Chairman and Chief Executive Officer,
                    Enron Capital & Trade Resources Corp. Europe

Location:           London, England

Monthly Base Salary: Employee's monthly base salary
                    shall be Forty-One Thousand Six Hundred
                    and Sixty-Six and 67/100 Dollars
                    ($41,666.67).

Bonus:              Employee shall be eligible to
                    participate in the Enron Corp. Annual
                    Incentive Plan ('Plan') or any
                    appropriate replacement bonus plan of
                    ENRON.  All bonuses shall be paid in
                    accordance with the terms and provisions
                    of the Plan, a portion of which may be
                    paid in cash and a portion of which may
                    be paid in stock options. Employee's
                    bonus amounts under this Plan shall be
                    based on a bonus target of $500,000.00.
                    In addition, if the Enron Wholesale
                    Group meets their financial targets,
                    Employee shall be eligible to receive an
                    additional $300,000.00 bonus target.

Geographic Region   Worldwide
of Responsibility:

Period of Post-     Employee's obligations in paragraph 5.2 shall
Employment          survive the termination  of employment and
Non-Competition     extend through:  (a) Twelve (12) months after
Obligations:        Employee's last bonus payment of any kind from
                    ENRON; or (b) twelve (12) months after the
                    last date of Employee's employment with ENRON
                    if such employment ends during the Term of
                    this Agreement; or (c) twelve (12) months
                    following the expiration of the Term of this
                    Agreement, whichever is applicable.



Incentive Compensation:

Long Term Incentive
Compensation:       Employee shall receive the following
                    Long Term Incentive Compensation:

                              1998

                    1.  A grant of 30,000 shares
                    of Enron Corp. Restricted Stock with 25%
                    vesting on the date of Grant, and the
                    remainder to vest in 25% increments on
                    January 31, 1999, January 31, 2000, and
                    January 31, 2001.  The specific terms
                    and conditions of these Restricted
                    Shares will be evidenced by a Grant
                    Agreement, which will govern.

                    2.  A grant of 200,000 stock options, 
                    with 20% vesting upon date of Grant, with 
                    the remainder to vest in increments of
                    20% on December 31, 1998, December 31, 1999, 
                    December 31, 2000, and December 31, 2001.  
                    For 100,000 of the 200,000 options, the 
                    difference between the $40-1/8 Enron Corp.
                    stock price and the actual grant price for 
                    these options shall be delivered in additional 
                    shares of Enron Corp. restricted stock tied 
                    to the restricted stock vesting schedule 
                    described above.  For example, if the stock 
                    option grant price is $55-1/8, the $15.00 
                    difference will be multiplied by 100,000 
                    and the sum shall be divided by 55-1/8 to 
                    determine the number of additional shares 
                    of Enron Corp. restricted stock.

                              1999 and 2000

                    3.  In both 1999 and 2000,
                    Employee shall be granted stock options
                    having a grant value based on Black-
                    Scholes (as determined annually by the
                    Compensation Committee of the Enron
                    Corp. Board of directors similar to
                    other Enron Executives) of $2,120,000.00
                    for each year.  For example, if the
                    Black-Scholes value of an Enron stock
                    option was $10.60, Employee would
                    receive 200,000 stock options
                    ($2,120,000.00 , $10.60). These stock
                    options will be granted on December 31,
                    1998 and December 31, 1999, and shall
                    vest 20% on the date of grant and 20% on
                    December 31, of each of the next four
                    (4) years following the date of grant.
                    Each grant shall be evidenced by an
                    award agreement, which shall govern.

                     Enron Corp.
                     
                     
                     By: /s/ JEFFREY K. SKILLING
                         Jeffrey K. Skilling
                         President and Chief Operating Officer
                     This _____ day of ___________, 1998
                     
                     
                     
                     Mark A. Frevert
                     
                     
                     /s/ MARK A. FREVERT
                     This 7th day of September, 1998










 TYPE:  EX-12
 SEQUENCE:  15
 DESCRIPTION:  STATEMENT RE COMPUTATION OF RATIOS



                                                                 Exhibit 12

                                     
                       ENRON CORP. AND SUBSIDIARIES
                    Computation of Ratio of Earnings to
                               Fixed Charges
                                (Unaudited)


(In Millions)                                   Year Ended December 31,
                                        1999     1998    1997    1996     1995

                                                          
Earnings available for fixed charges
  Income from continuing operations    $1,024   $  703   $105   $  584   $  520
  Less:
     Undistributed earnings and
      losses of less than 50% owned
      affiliates                          (12)     (44)   (89)     (39)    (14)
     Capitalized interest of
      nonregulated companies              (61)     (66)   (16)     (10)     (8)
  Add:
     Fixed charges(a)                     948      809    674      454     436
     Minority interest                    135       77     80       75      27
     Income tax expense                   137      204    (65)     297     310

       Total                           $2,171   $1,683   $689   $1,361  $1,271

Fixed charges
  Interest expense(a)                  $  900   $  760   $624   $  404  $  386
  Rental expense representative of
   interest factor                         48       49     50       50      50

     Total                             $  948   $  809   $674   $  454  $  436

Ratio of earnings to fixed charges       2.29     2.08   1.02     3.00    2.92

 FN:  
(a) Amounts exclude costs incurred on sales of accounts receivable.