Exhibit 10.14
                     SECOND AMENDMENT TO
                 ENRON CORP. 1991 STOCK PLAN
       (As Amended and Restated Effective May 6, 1997)

     WHEREAS, ENRON CORP. (the "Company") has heretofore
adopted and maintains the Enron Corp. 1991 Stock Plan, as
amended and restated effective May 6, 1997 (the "Plan"); and

     WHEREAS, the Company desires to amend the Plan.

     NOW, THEREFORE, the Plan is amended effective as of
August 1, 1997, as follows:

     1.  The following new Section 6.9 is added to the Plan:

     "6.9  In the event a non-employee Director, as a result
     of employment, business or professional interests of
     such non-employee Director or Director's spouse,
     becomes subject to restrictions on direct or indirect
     ownership of shares of Company stock arising from
     participation in the Plan, and submits to the Committee
     a written opinion of counsel in a form satisfactory to
     the Committee that his or her continued participation
     in the Plan would be deemed to be a material conflict
     of interest for business, employment or professional
     purposes for the non-employee Director or Director's
     spouse, then at the written request to the Committee by
     such non-employee Director invoking the provisions of
     this Section 6.9, in a format acceptable to the
     Committee, such non-employee Director will not be
     eligible to receive any further grant under this
     general Section 6 of the Plan until such time as the
     Committee is satisfied that said restrictions have been
     removed or no longer apply, and as of the last day of
     the month in which such written request is received by
     the Committee, all outstanding grants made to such non-
     employee Director under this general Section 6 of the
     Plan shall be forfeited and cancelled."

     AS AMENDED HEREBY, the Plan is specifically ratified
and reaffirmed.

Date:  August 10, 1997.

                            ENRON CORP.

                            By: /s/ PHILIP J. BAZELIDES
                            Title:   Philip J. Bazelides
                                     Vice President
                                     Compensation & Benefits

ATTEST:

/s/ PEGGY B. MENCHACA
     Peggy B. Menchaca
    Corporate Secretary