000102 4401-01- 500010 [1]
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<SEC-DOCUMENT>0001024401-01- 500010. txt  : 20010409
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ACCESSION NUMBER:                0001024401-01-500010
CONFORMED SUBMISSION TYPE:       10-K
PUBLIC DOCUMENT COUNT:           9
CONFORMED PERIOD OF REPORT:      20001231
FILED AS OF DATE:                20010402

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COMPANY DATA:
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  COMPANIES [6211]
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	BUSINESS ADDRESS:
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		BUSINESS PHONE:

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	FORMER COMPANY:
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</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>enel0-k.txt
<DESCRIPTION>FORM 10-K
<TEXT>

ENRON CORP/OR!
0001024401
SECURITY BROKERS, DEALERS &

470255140
OR
1231

10- K

001- 13159

1588971

1400 SMITH ST
HOUSTON
TX
77002 -7369
7138536161

1400 SMITH ST
HOUSTON
TX
77002- 7369

ENRON OREGON CORP
19961008

	     SECURITIES AND EXCHANGE COMMISSION
		   WASHINGTON,  D. C. 20549
					Page 1



				 0001024401-01- 500010 [1]

			   Form 10-K

[xl ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    FOR THE FISCAL YEAR ENDED DECEMBER 31,    2000
		OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934

		Commission File Number 1-13159

			   ENRON CORP.
   (Exact name of registrant as specified in its charter)
	 Oregon                             47-0255140
(State or other jurisdiction             (I.R.S.  Employer
of incorporation or organization)      Identification No.)

			 ENRON BUILDING
	 1400 Smith Street,  Houston, Texas 77002-7369
     (Address of principal   executive offices)   (zip code)
Re~istrant's telephone number,   including area code:

 Securities registered pursuant to Section 12(b) of the Act:
Title of each class                Name of each exchange
				   on which registered
Common Stock,  no par value       New York Stock Exchange;
				  Chicago Stock Exchange;
				  and Pacific Stock Exchange

Cumulative Second Preferred       New York Stock Exchange
Convertible Stock,                and Chicago Stock Exchange
     no par value

7% Exchangeable Notes due         New York Stock Exchange
July 31,  2002

Securities registered pursuant to Section 12(g) of the Act:
			      None
  Indicate by check mark whether the Registrant (1) has
filed all  reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
Registrant was required to file such     reports), and (2) has
been subject to such filing requirements for the past 90
days.
  Yes   [xl    No   [1
  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will  not be contained,  to the best of
registrant's knowledge,   in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

  A9gregate market value of the voting stock held by non-
affiliates of the registrant,    based on closing prices in the
daily composite list for transactions on the New York Stock
					 Page 2



				  0001024401-01- 500010 [1]
Exchange on February 15,    2001, was approximately
$60,207,479,342.   As of March 1,   2001, there were
754,296,597 shares of registrant's Common Stock,     no par
value, outstanding.

  Documents incorporated by reference.     Certain portions of
the registrant's definitive Proxy Statement for the May 1,
2001 Annual Meeting of Shareholders ("Proxy Statement") are
incorporated herein by reference in Part III of this Form
10-K.
<PAGE>
			 TABLE OF CONTENTS
			      PART I
								  Page
Item 1.   Business                                                 1
	   General                                                 1
	   Business Se9ments                                       1
	   Transportation and Distribution                         2
	   wholesale Services                                      5
	     Developed Markets                                     7
	     Developing Markets                                    8
	   Retail  Energy Services                                11
	   Broadband Services                                     11
	   Other Enron Businesses                                 12
	   Regul ati on                                           13
	   Current Executive officers of the Registrant           19
Item 2.   Properties                                              21
	   Natural Gas Transmission                               21
	   Electric utility Properties                            21
	   Domestic Power Plants                                  22
	   International   Power Plants, Pipelines
	      and Electric utility Properties                     23
Item 3.   Legal Proceedings                                       23
Item 4.   Submission of Matters to a vote of Security Holders 25
			      PART II
Item 5.   Market for the Registrant's Common Equity
	     and Related Shareholder Matters                      26
Item 6.   Selected Financial Data (unaudited)                     27
Item 7.   Mana9ement's Discussion and Analysis of
	     Financial Condition and Results of Operations        28
Item 7A.  Financial Risk Management                               43
	   Information Regarding Forward Looking Statements       46
Item 8.   Financial  Statements and Supplementary Data            47
Item 9.   Changes in and Disagreements with Accountants
	     on Accounting and Financial Disclosure               47
			     PART III

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				 0001024401-01- 500010 [1]
Item 10. Directors and Executive Officers of the Registrant     48
Item 11.  Executive compensation                                48
Item 12.  security Ownership of Certain Beneficial Owners
	     and Management                                     48
Item 13. Certain Relationships and Related Transactions         49
			     PART IV
Item 14.  Exhibits,  Financial Statement Schedules, and
	     Reports on Form 8-K                                49
<PAGE>
			     PART I
Item 1.  BUSINESS
			     GENERAL
      Headquartered in Houston, Texas,  Enron Corp.,  an Oregon
corporation,  provides products and services related to
natural gas,  electricity and communications to wholesale and
retail  customers.   Enron 's operations are conducted through
its subsidiaries and affiliates, which are principally
engaged in:
  *     the transportation of natural gas through pipelines to
      markets throughout the united States;
  *     the generation, transmission and distribution of
      electricity to markets in the northwestern united States;
  *     the marketing of natural gas,  electricity and other
      commodities and related risk management and finance services
      worldwide;
  *     the development,  construction and operation of power
      plants, pipelines and other energy related assets worldwide;
  *     the delivery and management of energy commodities and
      capabilities to end-use retail   customers in the industrial
      and commercial  business sectors; and
  *     the development of an intelligent network platform to
      provide bandwidth management services and the delivery of
      high bandwidth communication applications.
      As of December 31,  2000,  Enron employed approximately
20,600 persons.
      As used herein,  unless the context indicates otherwise,
"Enron" or the "Company" refers to Enron Corp. and its
subsidiaries and affiliates.
			BUSINESS SEGMENTS
      Enron has divided its operations into the following
reportable segments:
      Transportation and Distribution - Regulated industries;
interstate transmission of natural gas; management and
operation of pipelines;   electric utility operations.
					  Page 4



				 0001024401-01- 500010 [1]
      wholesale Services - Commodity sales and services,    risk
management products and financial   services to wholesale
customers;  development,  acquisition and operation of power
plants,  natural gas pipelines and other energy-related
assets.
      Retail  Energy Services - Sales of natural gas and
electricity and related products directl     to end-use
customers,  particularly in the commercia~' and industrial
sectors,  and the outsourcing of energy-related activities.
      Broadband Services - Construction and management of a
nationwide fiber- optic network, the marketing and
management of bandwidth and the delivery of high-bandwidth
content.
      Corporate and other - Includes operation of water,
renewable energy businesses and clean fuels plants,    as well
as overall  corporate activities.
      For financial  information by business segment for the
fiscal years ended December 31,   1998 through December 31,
2000,  p1 ease see Note 20 to the Consolidated Financial
Statements,   "Geographic and Business segment Information",
on page F-38.

		 TRANSPORTATION AND DISTRIBUTION
      Enron's Transportation and Distribution business is
comprised of the Company's North American interstate natural
gas transportation systems and its electricity transmission
and distribution operations in Oregon.

Interstate Transmission of Natural Gas
      Enron and its subsidiaries operate domestic interstate
natural gas pipelines extending from Texas to the Canadian
border and across the southern united States from Florida to
California.   Included in Enron's domestic interstate natural
gas pipeline operations are Northern Natural Gas Company
("Northern"), Transwestern Pipeline Company ("Transwestern")
and Florida Gas Transmission Company ("Florida Gas")     (50%
owned by Enron).   Northern, Transwestern and Florida Gas are
interstate pipelines and are subject to the regulatory
jurisdiction of the Federal    Energy Regulatory Commission
(the "FERC").    Each pipeline serves customers in a specific
geographical area:    Northern, the upper Midwest;
Transwestern,  principally the California market and pipeline
interconnects on the east end of the Transwestern system;
and Florida Gas,  the State of Florida.    In addition,  Enron
holds an interest in Northern Border Partners,    L.P., which
owns a 70% interest in the Northern Border Pipeline syst em.
An Enron subsidiary operates the Northern Border Pipe line
system, which transports gas from Western Canada to delivery
points in the midwestern united States.
      Northern Natural Gas Company.   Through its
approximately 16,500-mile natural gas pipeline system
stretching from the Permian Basin in Texas to the Great
Lakes,  Northern transports natural gas to points in its
traditional market area of Illinois,   Iowa,  Kansas, Michigan,
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				 0001024401-01- 500010 [1]
Minnesota,  Nebraska,  South Dakota and Wisconsin.   Gas is
transported to town border stations for consumption and
resale by non-affiliated gas utilities and municipalities
and to other pipeline companies and gas marketers.     Northern
also transports gas at various points outside its
traditional market area in the production areas of Colorado,
Kansas,  New Mexico, Oklahoma, Texas and North Dakota for
utilities,  end-users and other pipeline and marketing
companies.   Northern provides transportation and storage
services to approximately 90 utility customers and end-users
in the upper midwestern united States.    Most of Northern's
revenues are comprised of monthly demand charges that are
based on contracted capacity rather than throughput.
      In Northern's market area,  natural gas is an energy
source available for traditional    residential, commercial and
industrial  uses.  Northern's throughput totaled
approximately 1,291 trillion British thermal units ("TBtu")
in 2000.   Northern also operates three natural gas storage
facilities and two liquefied natural ~as storage peaking
units.   These storage facilities provide Northern the
operational  capacity to balance its system on a daily basis
and assist in meeting customers'    heating season system
requirements.   Northern competes with other interstate
pipelines in the transportation and storage of natural gas.
      Transwestern Pipeline Company.   Transwestern is an
interstate pipeline enga9ed in the transportation of natural
gas.   Through its approximately 2,500-mile pipeline system,
Transwestern transports natural gas from West Texas,
Oklahoma,  eastern New Mexico and the San Juan Basin in
northwestern New Mexico and southern Colorado primarily to
the California market and to markets off the east end of its
system.   Transwestern has access to three significant gas
basins for its gas supply:   the San Juan Basin, the Permian
Basin in West Texas and eastern New Mexico and the Anadarko
Basin in the Texas and oklahoma Panhandles.     Additionally,
gas from the Rocky Mountain Basin can access Transwestern
through pipeline interconnections.    Transwestern's peak
delivery capacity was approximately 1.7 billion cubic feet
("Bcf") per day in 2000.    Transwestern and its customers
agreed to contract rates throu9h 2006 and agreed that
Transwestern would not be required to file a new rate case
for rates to be effective prior to November 1,    2006.
Transwestern's current firm capacity for both west and east
flow is fully subscribed under a combination of short-term
and long-term contracts.    Relatively small increments of
operational  capacity become available from time to time and
are generally sold on a daily or short-term basis.
      Transwestern' s mainline includes a lateral  pipeline to
the San Juan Basin which allows Transwestern to access San
Juan Basin gas supplies.    Via Transwestern's San Juan
lateral  pipeline, the San Juan Basin gas ma    be delivered to
California markets as well as markets off 4e east end of
Transwestern's system.   This bi-directional flow capability
enhances pipeline utilization.    Transwestern added bi-
directional  flow capability in 1995 to increase system
flexibility and utilization.    Transwestern has firm
transportation service on the east end of its system and
transports Permian, Anadarko and San Juan Basin supplies
into Texas, Oklahoma and the midwestern united States.     More
recently, Transwestern has modified its operations to
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				  000102 4401-01- 500010 [1]
enhance its ability to supply the California market.       In
May 2000, Trans-western compl eted an expansion which
increased delivery capability to California by 140 million
cubic feet ("MMcf') per day.     Transwestern is pursuing
additional expansions to its pipeline of approximately 50
MMcf per day and 150 MMcf per day with expected completions
in 2001 and 2002,    respectively.  Transwestern competes with
several   interstate pipelines in the California market and
its markets off the east end of its system.
     Florida Gas Transmission Company.      Enron owns a 50%
interest in Florida Gas by virtue of its 50% interest in
Citrus Corp., which owns all of the capital     stock of Florida
Gas.
     Florida Gas is an interstate pipeline company that
transports natural gas for third parties.      Its approximately
4,795-mile pipeline system extends from South Texas tO a
point near Miami,    Florida.  Florida Gas provides a high
degree of gas supply flexibility for its customers because
of its proximity to the Gulf of Mexico producing region and
its interconnections with other interstate pipeline systems
which provide access to virtually every major natural gas
producing region in the united States.      Florida Gas serves a
mix of customers anchored by electric utility generators.
     Florida Gas has periodically expanded its system
capacity to keep pace with the growing demand for natural
gas in Florida.    In February 2000,   Florida Gas received FERC
certification for its Phase Iv expansion.      Phase IV will
increase system capacity approximately 200 MMcf per day and
is backed by 20-year firm transportation agreements.      The
Ft. Myers extension,    part of the Phase Iv expansion which
brought natural gas service to southwest Florida for the
first time, went into service on October 1,     2000.  The
remainder of the Phase Iv expansion is scheduled to go in
service in May 2001.     The Phase Iv expansion is expected to
cost approximately $250 million.     Florida Gas has also
received preliminary approvals from the FERC for its Phase V
expansion, which will    increase capacity an additional
approximately 400 MMcf per day at an estimated cost of $420
mill ion.   subject to final  regulatory approvals,  Phase v is
expected to be in service in 2002.     Florida Gas'  current
firm avera9e delivery capacity into Florida is approximately
1,495 billion British thermal     units ("BBtu") per day.
Florida Gas also owns an interest in facilities that link
its system to the Mobile Bay producing area.      Florida Gas'
customers have reserved over 99% of the existing capacity on
the Florida Gas system pursuant to firm,     long-term
transportati on service agreements.
     Florida Gas is the only interstate natural gas pipeline
serving peninsular Florida.      Florida Gas faces competition
from residual fuel oil    in the Florida market.   In addition,
there is a proposed pipeline project that would compete with
Florida Gas that has received approval from the FERC; the
project sponsor has announced that construction will     begin
in June 2001.
     Northern Border Partners,     L.P.. Northern Border
Partners,   L.P., a Delaware limited partnership, owns 70% of
Northern Border Pipeline Company, a Texas general
partnership ("Northern Border").     An Enron subsidiary holds
					  Page 7



				 0001024401-01- 500010 [1]
an 11.8% interest in Northern Border Partners L.P.    and
serves as operator of the pipeline.    Northern Border owns an
approximately 1,214-mile interstate pipeline system that
transports natural gas from the Montana-Saskatchewan border
near Port of Morgan, Montana to interconnecting pipelines
and local distribution systems in the States of North
Dakota,  South Dakota, Minnesota,  Iowa and Illinois.
Northern Border has pipeline access to natural gas reserves
in the provinces of Alberta,   British Columbia and
Saskatchewan, as well as the williston Basin in the United
States.   The pipeline system also has access to production
of synthetic gas from the Dakota Gasification Plant in North
Dakota.   Interconnecting pipeline facilities provide
Northern Border shippers access to markets in the Midwest,
as well as other markets throughout the united States by
transportation,  displacement and exchange agreements.
Therefore,  Northern Border is strategically situated to
transport significant quantities of natural gas to major gas
consuming markets.   Based upon existing contracts and
capacity,  100% of Northern Border's firm capacity
(approximately 2.4 Bcf of natural gas per day) is fully
contracted under long-term agreements with an average term
of six years.   In March 2000,   Northern Border received FERC
approval for Project 2000,   an approximately $94 million
proposed expansion and extension of the pipeline system into
the heavy industrial area of northern Indiana.     Construction
has commenced,  and the project is expected to be in service
in late 2001.   Northern Border competes with two other
interstate pipeline systems that transport gas from Canada
to the Midwest.

Crude Oil Transportation Services
      EOTT Energy Partners,  L.P.  ("Eorr"), a Delaware limited
partnership,   is engaged in the purchasing, gathering,
transporting,   trading, storage and resale of crude oil and
refined petroleum products,   and related activities.   EOTT
Energy Corp.   (a wholly-owned subsidiary of Enron) serves as
the general partner of EOTT.     Enron owns a minority interest
in EOTT.   Through its North American crude oil gathering and
marketing operations,   EOTT purchases crude oil produced from
approximately 40,000 leases in 18 states and is a purchaser
of lease crude oil   in Canada.   EOTT provides transportation
and trading services for third party purchasers of crude
oil.   EOTT competes with the crude oil marketing affiliates
of major oil   companies and with smaller independent
marketers.
Electricity Transmi ssi on and Distribution operations
      Enron's electric utility operations are conducted
through its wholly-owned subsidiary Portland General
Electric Company ("PGE").    PGE is engaged in the generation,
purchase,  transmission,  distribution and sale of electricity
in the State of Oregon.    PGE also sells energy to wholesale
customers throughout the western united States.     PGE's
Oregon service area is approximately 3,150 square miles,
including 51 incorporated cities of which Portland and Salem
are the largest, within a state-approved service area
allocation of 4,070 square miles.    As of December 31,  2000
PGE served approximately 725,000 customers.
      Enron and Sierra Pacific Resources announced on
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				  0001024401-01- 500010 [1]
November 8,  1999 that they had entered into a purchase and
sale agreement whereby Enron will     sell PGE to Sierra pacific
Resources for $2.1 bi 1 lion,  comprised of $2.02 billion in
cash and the assumption of Enron's approximately $80 million
merger payment obligation.     Sierra pacific Resources will
also assume $1 billion in PGE debt and preferred stock.      The
proposed transaction, which is subject to regulatory
approvals and closing conditions ,h as been delayed by the
effect of recent events in California and Nevada on the
purchaser.
      PGE serves a diverse retail customer base.     Residential
customers constitute the largest customer class and
accounted for approximately 43% of the retail     revenues in
2000.   Residential demand is highly sensitive to the effects
of weather, with revenues highest during the winter heating
season.   Commercial  customers comprised approximately 37%
and industrial  customers represented approximately 20% of
retail  revenues in 2000.   The commercml and industrial
classes are not dominated by any single industry,      while the
20 largest customers constituted approximately 21% of 2000
retail demand,  they represented eight different industrial
groups including paper manufacturing,    high technology, metal
fabrication,   general merchandising and health services.    No
single customer represents more than 3.5% of PGE 'S total
retail load.
      PGE operates within a state-approved service area and
under current regulation is substantially free from direct
retail competition with other electric utilities.      PGE's
competitors within its Oregon service territory include
other fuel  suppliers,  such as the local natural gas company,
which compete with PGE for the residential and commercial
space and water heating market.
			 WHOLESALE SERVICES

      Enron' s wholesale business ("wholesale Servi ces")
includes its worldwide wholesale energy and other
commodities businesses,    wholesale Services operates in
developed markets such as North America and Europe, as well
as newly deregulating or developing markets including Japan,
Australia,  South America and India.
      Enron builds its wholesale businesses through the
creation of networks involving selective asset ownership,
contractual access to third-part y assets and market-making
activities.    Each market in which Wholesale Services
operates utilizes these components in a slightly different
manner and is at a different stage of development.      This
network strategy has enabled wholesale Services to establish
a significant position in its markets.     wholesale Services'
activities are categorized into two business lines:      (a)
Commodity Sales and Services, and (b) Assets and
Investments.   Activities may be integrated into a bundled
product offering for Enron's customers.
      wholesale Services manages its portfolio of contracts
and assets in order to maximize value, minimize the
associated risks and provide overall    liquidity.   In doing
so, Wholesale Services uses portfolio and risk management
disciplines,   including offsetting or hedging transactions,
to manage exposures to market price movements (commodities,
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				 0001024401-01- 500010 [1]
interest rates,  foreign currencies and equities)
Additionally, wholesale services manages its liquidity and
exposure to third-party credit risk through monetization of
its contract portfolio or third-party insurance contracts.
wholesale Services also sells interests in certain
investments and other assets to improve liquidity and
overall return, the timin~ of which is dependent on market
conditions and management s expectations of the investment's
value.
     commodity Sales and services,    wholesale Services
provides reliable commodity delivery and predictable pricing
to its customers through forwards and other contracts.     This
market-making activity includes the purchase,    sale,
marketing and delivery of natural gas,   electricity,  liquids
and other commodities,   as well as management of wholesale
Services' own portfolio of contracts.    wholesale Services'
market-making activity is facilitated through a network of
capabilities including selective asset ownership.     In late
1999, wholesale Services launched an Internet-based e-
commerce system,   EnronOnline, which allows wholesale
customers to view Enron's real time pricing and complete
commodity transactions with Enron as principal, with no
direct interaction.
     wholesale Services markets, transports and provides
energy commodities as reflected in the following table
(including intercompany amounts):
<TABLE>
<CAPTION>
				       Year Ended December 31,
					 2000      1999      1998

<5>                                  <C>        <c>       <C>
physical volumes (BBtue/d)(a)(b)
Gas:
  united States                       17,674      8,982      7,418
  canada                               6,359      4,398      3,486
  Europe and other                     3,637      1,572      1,251
				      27,670     14,952    12,155
Transportation volumes                   649        575        559
   Total gas volumes                  28,319     15,527    12,714
crude oil and Liquids                  6,088      6,160      3,570
Electricity (c)                       17,308     10,742    11,024
   Total physical volumes (sBtue/d)   51,715     32,429    27,308
Electricity volumes (thousand Mwh)
  United States                      578,787    380,518   401,843
  Europe and other                    54,670     11,576        529
     Total                           633,457    392,094   402,372

Financial settlements (notional)
(BBtue/d)                            196,148     99,337    75,266
<FN>
 (a) Billion British thermal units equivalent per day.
 (b) Includes   third-party transactions    by  Enron  Energy
     Services.
 (c) Represents electricity volumes marketed,    converted to
     BBtue/d.
</TABLE>

     During 2000, wholesale Services strengthened its
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				 0001024401-01- 500010 [1]
position in the deregulated North American gas markets and
deregulating power markets.    Enron also continued to expand
its presence in Europe,   particularly on the Continent where
wholesale markets began deregulation in early 1999.     New
product offerings in coal, metals,   steel and pulp and paper
markets also added favorably to the results.
     Assets and Investments.     wholesale Services' businesses
make investments in various energy and certain related
assets as a p art of its network strategy.    wholesale
Services either purchases the asset from a third party or
develops and constructs the asset.    In most cases, wholesale
Services operates and manages such assets.     Additionally,
wholesale Services invests in debt and equity securities of
energy and technology-related businesses, which may also
utilize wholesale Services'    products and services.  with
these merchant investments,    Enron's influence is much more
limited relative to assets Enron develops or constructs.
wholesale Services uses risk management disciplines,
including hedging transactions,   to manage the impact of
market price movements on its merchant investments.
Developed Markets
     North America
     Enron purchases, markets and delivers natural gas,
electricity and other commodities in North America.
Customers include independent oil and gas producers,    energy-
intensive industrials,   public and investor-owned utility
power companies,   small independent power producers and local
distribution companies.    Enron also offers a broad range of
price,   risk management and financing services including
forward contracts,   swap agreements and other contractual
commitments.     Enron s strategy is to enhance the scale,
scope,   flexibility and speed of its North American energy
businesses through developing and acquiring selective
assets,  securing contractual access to third party assets,
forming alliances with customers and utilizing technology
such as EnronOnline.    With increased liquidity in the
marketplace and the success of EnronOnline,    Enron believes
that it no longer needs to own the same level of physical
assets,  instead utilizing contracting and market-making
activities.
     Europe
     As the energy markets liberalize across Europe,    Enron '5
strategy is to build a presence early in each key market in
order to create a pan European energy business that provides
similar energy service capabilities and products to those
established in North America.    Services include delivery of
physical  commodities,  price risk management and financing
services. At the end of 2000,    Enron employed approximately
2,400 people across Europe including the united Kingdom,
Norway, Germany, Turkey,   Poland and Italy.
     Enron's activity in the United Kingdom, which
liberalized its energy markets in 1992,    includes well-
established natural gas and power marketing operations.     The
development,  construction and operation of energy assets and
the acquisition of selected assets have contributed to the
expansion of Enron's energy marketing business in the united
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				 0001024401-01- 500010 [1]
Kingdom.
     Enron has an office in Oslo which accesses the power
marketing opportunities available in the Nordic region,    the
most open market for power trading in the Europe region.
Enron provides power risk management services to regional
municipalities,  utilities and large industrials.    Enron is
also pursuing opportunities in continental    Europe where
there is a need for customized,   flexible energy supply
contracts to benefit from liberalizing gas and power
markets.   Enron's power and gas volumes and transactions in
continental  Europe are continuing to increase.
     Enron has developed or is developing, owns interests in
and/or operates several   power plants across Europe,
including a natural gas fired 116-megawatt power plant in
Poland; a 551-megawatt combined-cycle oil gasification power
plant in Sardinia,   Italy; and a 478-megawatt gas-fired power
plant in Turkey.

     Australia and Japan
     Enron has an office in Australia which offers similar
commodity risk management and finance services to those
provided to the North American and European power markets.
The Sydney office provides a strategic platform for the
extension of Enron's coal, metals and broadband businesses,
as well as providing support for Enron's operations in the
Asia-Pacific region.    Enron opened an office in Japan in
October 2000 and is pursuing a similar strategy there.

Developing Markets
     In many markets outside of North America and Europe,    a
shortage of energy infrastructure exists, which has provided
Enron with opportunities to develop,   construct,  promote and
operate natural gas pipelines,   power plants and other energy
infrastructure.    In these markets,  Enron's strategy is to
facilitate completion of vital   energy networks to connect
areas of energy supply to areas where energy is consumed.
By creating energy networks,    Enron provides reliable
delivery of physical   energy commodities and develops risk
mana9ement and financing services to wholesale customers in
key international   regions.
     Enron's energy infrastructure projects are, to varying
degrees,  subject to all the risks associated with project
development,  construction and financing in foreign
countries,   including without limitation, the receipt of
permits and consents,   the availability of project financing
on acceptable terms,   expropriation of assets,  renegotiation
of contracts with foreign governments and political
instability, as well as chan9es in laws and policies
governing operations of foreign-based businesses generally.
     Enron owns or operates various energy assets and
investments in certain developing markets outside of North
America and Europe,   including the following:
  *    A 50% voting interest in Dabhol    Power Company, which
     developed and owns an electricity generating power plant
     south of Mumbai,   State of Maharashtra,  India.  Phase I of
     the power plant has an initial capacity of 826-megawatts and
					 Page 12



			      0001024401-01- 500010 [1]
    began commercial operations in May 1999.     Construction on
    Phase II, a 1,624-megawatt combined-cycle power plant to be
    fueled by natural gas,  is expected to be completed in late
    2001. Phase II also includes a liquefied natural gas (LNG)
    terminal which is expected to be completed in mid-2002.     The
    power plant has a 20-year power purchase agreement with the
    Maharashtra State Electricity Board.
*     A 35% interest in Transportadora de Gas del    Sur ("TGs")
    in Argentina.  The 4,104-mile pipeline system has a capacity
    of approximately 1.9 Bcf per day and primarily serves four
    distribution companies in the greater Buenos Aires area
    under long-term, firm transportation contracts.
*     A 25% interest in Transredes Transporte de
    Hidrocarburos S.A.  ("Transredes"), an approximately 3,570-
    mile system of natural gas,   crude oil and products pipelines
    located in Bolivia and connecting Bolivian oil and gas
    reserves to major markets in Bolivia.    Enron also developed,
    along with Petrobras,  the national oil and gas company of
    Brazil, and others, a pipeline which will    connect with
    Transredes in Bolivia and transport natural gas to markets
    in Brazil.  The pipeline project includes an approximately
    1,969-mile natural gas pipeline from Santa Cruz,    Bolivia to
    Porto Alegre, Brazil.
*     An interest in a 480-megawatt combined-cycle power
    plant at cuiaba in the State of Mato Grosso in western
    Brazil which feeds power into the Brazilian energy grid in
    Cuiaba, at a strategic delivery point having few existing
    alternate generation sources.    commercial operations of
    Phase I of the project (150 megawatts) commenced in early
    1999. Commercial operations of Phase II (additional     150
    megawatts) commenced in the fourth quarter of 2000 and Phase
    III (additional  180 megawatts) is expected to commence in
    early 2002.  As an additional   part of this project,  Enron is
    constructing an approximately 385-mile,    18-inch natural gas
    pipeline connecting to the Bolivia to Brazil pipeline in
    Bolivia.
*     An interest in the Rio de Janeiro municipal gas
    distribution company,  the gas distribution company of the
    State of Rio de Janeiro and natural gas distribution systems
    in seven other Brazilian states.
*     A majority ownershi p interest in Elektro-Electricidade
    e Servicos S.A.  ("El ekt ro"). Elekt ro has a 51,000-mile
    transmission system for the distribution of electricity to
    approximately 1:5 million consumers throughout 228
    municipalities in the State of Sao Paulo,    and a number of
    other municipalities in the State of Mato Grosso do Sul,
    Brazil.
*     A 97% interest in Vengas,   the leading natural gas
    liquids transportation and distribution business in
    Venezuela.  Th rough Vengas,  Enron also has an interest in an
    electric distribution company which services approximately
    50,000 customers in the municipality of Puerto Cabello on
    the northern coast of Venezuela.
*     A 49.5% interest in a project in northeastern Venezuela
    which will include natural gas liquids extraction,
    fractionation, storage and refrigeration facilities.     The
					Page 13



			      0001024401-01- 500010 [1]
    facilities, which are located in Santa Barbara,   San Joaquin,
    and Jose, are expected to be completed in mid-2001.
*     A 50% interest in an approximately 357-mile natural gas
    pipeline which runs from the northern coast of Colombia to
    the central  region of the country.  Ecopetrol,  the state-
    owned gas company of Colombia,  is the sole customer for the
    transportation services under a 15-year contract.
*     A 47.5% interest in a 522-megawatt combined-cycle power
    plant, including a liquefied natural gas terminal and
    desalination facility,  in Penuelas, Puerto Rico.    The power
    plant has a 22-year power purchase agreement with the Puerto
    Rico Electric Power Authority.
*     A natural gas distribution system in Puerto Rico, and
    liquid fuels businesses in both Puerto Rico and Jamaica.
*     Operates and owns an 80% economic interest in a 185-
    megawatt barge-mounted combined-cycle power plant at Puerto
    Plata on the north coast of the Dominican Republic.    The
    power plant has a 19-year power purchase agreement.
*     A 37.5% interest in an approximately 234-megawatt fuel-
    oil-fired diesel engine power plant mounted on movable
    barges at Puerto Quetzal on Guatemala's Pacific Coast.
    Approximately 124-megawatts of capacity services the current
    power purchase agreement and the remaining capacity will   be
    sold in merchant markets in Guatemala and El   Salvador.
*     A 35% interest in the 70-megawatt power plant mounted
    on movable barges located at the Port of Corinto,    Nicaragua.
    The plant supplies 50 megawatts of capacity under a power
    purchase agreement,  and the remaining capacity is sold in
    the merchant market.
*     A 51% interest in the 355-megawatt Bahia Las Minas
    power plant near Colon,  Panama.   Plant capacity is sold to
    local distribution companies through five-year power
    purchase agreements.
*     A 50% interest in an approximately 80-megawatt baseload
    diesel power plant located in Piti, Guam.    The power plant
    has a 20-year power purchase agreement.
*     Interests in two power plants in the Philippines.    The
    Batangas power project, owned 100% by Enron,   is an
    a p proximately 110-megawatt fuel-oil-fired diesel engine
    plant located at Pinamucan,  Batangas, on Luzon Island.   The
    Batangas plant sells power under a 10-year power purchase
    agreement.   The Subic Bay power project, owned 50% by Enron,
    is an approximately 116-megawatt fuel-oil-fired diesel
    engine p1 ant located at the Subic Bay Freeport complex on
    Luzon Island.  The Subic plant has a 15-year power purchase
    agreement.
*     A 51% interest in a 359-megawatt coal   fired combined-
    cycle plant located in Chengdu, China.    The power plant
    sells power under a 20-year power purchase agreement.
*     A 100% interest in an approximately 160-megawatt diesel
    combined-cycle power plant on Hainan Island, a special
    economic trade zone off the southeastern coast of China.
				       Page 14



				 0001024401-01- 500010 [1]
  *     A 50% interest in a joint venture in Korea which has
      ownership interests in 14 companies primarily engaged in the
      distribution of natural gas liquids.

		     RETAIL ENERGY SERVICES
      Enron Energy Services ("Energy Services") is a provider
of energy outsourcin g products and services to business
customers.   This includes sales of natural gas,   electricity,
liquids and other commodities and the provision of energy
management services directly to commercial and industrial
customers located in North America and Europe.     Energy
Services provides end-users with a broad range of energy
products and services to reduce total energy costs or to
minimize risks.    These products and services include
delivery of natural gas and electricity,    energy tariff and
information management,   demand-side services to reduce
energy consumption,   and financial  services, including price
risk management.
      Energy Services'  products and services help commercial
and industrial   businesses maximize total  energy savings
while meeting their operational needs.    with a focus on
total  energy savings and nationwide commodity,   services and
finance capabilities,   Energy Services provides outsourcin9
and other innovative programs not only to supply electricity
and natural gas to businesses,   but also to manage
unregulated energy assets to reduce their energy
consumption,   delivery and billing costs, to eliminate
inefficiencies of decentralized systems, to reduce energy
demand, and to minimize the risk of energy prices and
operations to the customer.
      Enron is extending its retail  products to Europe.
During 2000,   significant 9rowth was experienced in marketing
commodity services to medium-sized businesses.     At the end
of 2000,  Enron had approximately 130,000 customers in the
united Kingdom.    Enron plans to expand this business model
to other European countries.
		       BROADBAND SERVICES
      During 2000 Enron Broadband Services substantially
completed the Enron Intelligent Network ("EIN"),    a high
capacity,  global fiber optic network which through pooling
points can switch capacity from one independent network to
another and create scale ability.    Enron Broadband Services
provides:(i) bandwidth management and intermediation
services,  and (ii) high quality content delivery services.
      The EIN consists of a high capacity fiber-optic network
based on ownership or contractual access to approximately
18,000 miles of fiber optic network capacity throughout the
United States. At December 31,   2000, the EIN included 25
pooling points of which 18 were in the U.S.    and one each in
Tokyo,  London,  Brussels, Amsterdam, Paris, Dusseldorf and
Frankfurt,  allowing the EIN to connect to most major U.S.
cities an   a large number in Europe. The breadth of pooling
points within the EIN extends its reach by allowing
connectivity with a 9reater number of network and service
providers.  Enron anticipates further increasing the scope
					 Page 15



				 0001024401-01- 500010 [1]
and reach of the EIN by adding pooling points during 2001.
     The EIN's fiber network and imbedded software
intelli9ence bypasses traditional   fragmented and congested
public internet routes to deliver faster,    higher quality
data.   Enron's Broadband operating System provides the
intelligence to the EIN and connects to both physical and
software network elements.   Enron's broadband operating
system enables the EIN to:   (i) provision bandwidth in real
time;  (ii) control quality and access to the network for
internet service providers;   and (iii) control and monitor
applications as they strearn over the network to ensure
quality and avoid congested routes.   Enron's broadband
operatin9 system automates the transaction process from the
order's inception to electronic billing and funds transfer.
As a result,  the EIN allows Enron to provide high quality
content delivery services for content providers an d to
contract for firm bandwidth delivery commitments to support
Enron' s bandwidth intermediation business.
     Similar to its wholesale energy businesses,     Enron acts
as principal  in its bandwidth transactions and makes markets
for bandwidth capacity.    Enron provides bandwidth on demand
at specified service levels and guaranteed delivery.     Enron
aggregates bandwidth supplies from multiple counterparties
and, from its portfolio of bandwidth contracts,    provides
flexible,  low cost bandwidth management products to its
customers.   Enron believes that customers will   be able to
reduce costs by paying for only the bandwidth they use,    at
prices that reflect the current market.    Enron completed the
first bandwidth transaction in December 1999, a monthly
incremental  contract for bandwidth between New York city and
Los Angeles.  Enron entered into over 300 intermediation
transactions during 2000.    Enron's plans for the bandwidth
capacity markets include risk management products,
structured finance and bandwidth portfolio management.    In
addition to bandwidth,   Enron is developing markets and
managing risk for all elements of networks,    including dark
fiber,  circuit transactions,  internet transit,  private
transport and storage.
     Enron believes that applying its skills developed in
the merchant energy services market to the developing
bandwidth market can result in operating efficiencies to
participants in this market.    Development of bandwidth and
other related products as commodities will    be dependent,
among other things, on the ability of the industry to
deve1op and measure quality of service benchmarks and
connectivity of networks of market participants to
facilitate processing of contracted services.     There can be
no assurance that such a market will develop.
     Enron provides premium broadband delivery services for
media and entertainment,   financial services, general
enterprise and technology companies.    The transportation of
media-rich content,   including live and on-demand streaming
video, over the EIN significantly enhances the quality and
speed to end-users from that provided by the public
internet.   Enron focused its efforts in 2000 on the
development of a broadband entertainment-on-demand platform
to service the anticipated g rowing demand for interactive
entertainment services to the consumer.     Enron is pursuing
opportunities related to the commercial and technical
					 Page 16



				 0001024401-01- 500010 [1]
entertainment on demand model developed during 2000.     There
can be no assurance that a broad market will develop for
premium broadband delivery services.
		     OTHER ENRON BUSINESSES
      Azurix Corp.  is a global water company engaged in the
business of owning, operating and managing water and
wastewater assets,   providing water and wastewater related
services and developing and managing water resources.     Until
March 2001,  Enron owned a 50% voting interest in Atlantic
Water Trust, which owned a p proximately 67% of Azurix common
stock, with public stockholders owning the remainder.     On
March 16,  2001, Azurix shareholders voted to approve and
adopt the Agreement and Plan of Merger by and among Enron
Corp.,  an Enron subsidiary,  and Azurix dated as of December
15,  2000. As a result of the mer9er, the Enron subsidiary
merged into Azurix with Azurix being the surviving
corporation.   under the Agreement and Plan of Merger, each
issued and outstanding share of Azurix common stock, other
than those shares held by Atlantic Water Trust, Enron,
Azurix and any of their wholly owned subsidiaries, was
canceled and converted into the right to receive $8.375 per
share.   Azurix's largest asset is Wessex Water Ltd, a water
and wastewater company based in southwestern England.     Other
assets include a 30-year water and wastewater concession in
the Province of Buenos Aires, Argentina and interests in
long-term water and wastewater concessions in the Province
of Mendoza, Argentina and in Cancun, Mexico.
      Enron is pursuing clean energy solutions in North
America and Europe through Enron Wind Corp.     Enron wind
Corp. is an integrated manufacturer and developer of wind
power,  providing power plant design and engineering,   project
development,  and operations and maintenance services.    Enron
Wind also designs and manufactures wind turbines in
California and Germany.

			     REGULATION

General
      Enron's interstate natural ~as pipeline companies are
subject to the regulatory jurisdiction of the FERC under the
Natural Gas Act ( NGA") with respect to rates, accounts and
records, the addition of facilities,   the extension of
services in some cases,   the abandonment of services and
facilities, the curtailment of gas deliveries and other
matters.   Enron's intrastate pipeline companies are subject
to state and some federal   regulation.   Enron's importation
of natural gas from Canada is subject to approval    by the
Office of Fossil   Energy of the Department of Energy ("DOE").
Certain activities of Enron are subject to the Natural Gas
Policy Act of 1978 ("NGPA").    Enron s pipelines which carry
natural gas liquids and refined petroleum products are
subject to the regulatory jurisdiction of the FERC under the
Interstate Commerce Act as to rates and conditions of
service.
      Enron's power marketin9 companies are subject to the
FERC'5 re9ulatory jurisdiction under the Federal    Power Act
("FPA") with respect to rates,   terms and conditions of
					 Page 17



				 000102 4401-01- 500010 [1]
service and certain reporting requirements.     Certain of the
power marketing companies'   exports of electricity are
subject to approval   by the DOE.  Enron's affiliates involved
in cogeneration and independent power production are subject
to regulation by the FERC under the Public utility
Regulatory Policies Act ("PURPA") and the FPA with respect
to rates,  the procurement and provision of certain services
and operating standards.
      The regulatory structure that has historically applied
to the natural gas and electric industry is in transition.
Legislative and regulatory initiatives, at both federal and
state levels,  are designed to supplement regulation with
increasin9 competition.    Legislation to restructure the
electric industry is under active consideration on both the
federal and state levels.    Proposed federal  ie9islation
would make the electric industry more competitive by
providing retail   electric customers with the right to choose
their power suppliers.    Modifications to PURPA and the
Public Utility Holding Company Act of 1935 ("PuHCA") have
also been proposed.    In addition, new technology and
interest in self-generation and cogeneration have provided
opportunities for alternative sources and supplies of
energy.   Retention of existing customers and potential
growth of Enron's customer base will depend,    in part, upon
the ability of Enron to respond to new customer expectations
and changing economic and regulatory conditions.
      various federal,  state and local laws and regulations
covering the discharge of materials into the environment, or
otherwise relating to the protection of the environment, may
affect Enron's operations and costs through their effect on
the construction, operation and maintenance of pipeline and
terminaling facilities.    It is not anticipated that Enron
will  be required in the near future to expend amounts that
are material  in relation to its total capital expenditures
program by reason of environmental   laws and regu a ions,  but
inasmuch as such laws and regulations are frequently
changed,  Enron is unable to predict the ultimate cost of
compli ance.
      Enron's international operations are subject to the
jurisdiction of numerous governmental agencies in the
countries in which its projects are located, with respect to
environmental and other regulatory matters.     Generally, many
of the countries in which Enron does and will do business
have recently developed or are in the process of developing
new regulatory and le9al   structures to accommodate private
and foreign-owned businesses.    These regulatory and legal
structures and their interpretation and application by
administrative agencies are relatively new and sometimes
limited.   Many detailed rules and procedures are yet to be
issued.   The interpretation of existing rules can also be
expected to evolve over time.    Although Enron believes that
its operations are in compliance in all material    respects
with all ap~licable environmental   laws and re~ulations in
the applica le foreign jurisdictions,    Enron a so believes
that the operations of its projects eventually may be
required to meet standards that are comparable in many
respects to those in effect in the united States and in
countries within the European Community.     In addition, as
Enron acquires additional projects in various countries,    it
will  be affected by the environmental and other regulatory
					 Page 18



restrictions of such countries.

0001024401-01- 500010 [1]

Natural Gas Rates and Regulations
     Northern, Transwestern,    Florida Gas and Northern Border
are "natural gas companies" under the NGA and,    as such, are
subject to the jurisdiction of the FERC.    The FERC has
jurisdiction over,   among other things,  the construction and
operation of pipeline and related facilities used in the
transportation and storage and sale of natural gas in
interstate commerce,   including the extension,  expansion or
abandonment of such facilities.    The FERC also has
jurisdiction over the rates and charges for the
transportation of natural gas in interstate commerce and the
sale by a natural gas company of natural gas in interstate
commerce for resale.    Northern, Transwestern,  Florida Gas
and Northern Border hold the required certificates of public
convenience and necessity issued by the FERC authorizing
them to construct and operate all of their pipelines,
facilities and properties for which certificates are
required in order to transport and sell natural gas for
resale in interstate commerce.
     As necessary,   Northern, Transwestern,  Florida Gas and
Northern Border file applications with the FERC for changes
in their rates and charges desi g ned to allow them to recover
substantially all their costs of providing service to
transportation customers,   including a reasonable rate of
return.   These rates are normally allowed to become
effective after a suspension period, and in certain cases
are subject to refund under applicable law,    until such time
as the FERC issues an order on the allowable level of rates.

     under current FERC rate design policy,    pipelines are
permitted to recover in the demand component of their rates
all fixed costs,   including income taxes and return on
equity, allocated to firm customers.    Since a pipeline
recovers demand costs regardless of whether gas is ever
transported,  the straight fixed variable rate design has
reduced the volatility of the revenue stream to pipelines.
     The FERC's Order No.   637 (issued February 9,  2000),
among other things,   imposes additional  reporting
requirements,  requires changes to make pipeline and
secondary market services more comparable,    removes the price
caps on secondary market capacity for a period of two years,
al ow   rates to b ebased on seasonal or term differentiated
factors and narrows the applicability of the regulatory
right of first refusal to apply only to maximum rate
contracts.    Enron believes that, overall, this lesser
req ulation of the secondary market will have a positive
effect on the pipelines and on the industry in general.
     The rates at which natural ~as is sold in Texas to gas
utilities serving customers within an incorporated area are
subject to the original jurisdiction of the Railroad
commission of Texas.    The rates set by city councils or
commissions for gas sold within their jurisdiction may be
appealed to the Railroad Commission.    Regulation of
intrastate ~as sales and transportation by the Railroad
commission is governed by certain provisions of the Texas
Gas utility Regulatory Act of 1983.    The Railroad Commission
also regulates production activities and to some degree the
					  Page 19



				0001024401-01- 500010 [1]
operation of affiliated special marketing programs.
Electric Industry Regulation
     Historically, the electric industry has been subject to
comprehensive regulation at the federal and state levels.
The FERC regulated sales of electric power at wholesale and
the transmission of electric energy in interstate commerce
pursuant to the FPA.    The FERC subjected public utilities
under the FPA to rate and tariff regulation, accounting and
reportin9 requirements,  as well as oversight of mergers and
acquisitions, securities issuances and dispositions of
facilities.  States or local authorities have historically
regulated the distribution and retail  sale of electricity,
as well as the construction of generating facilities.
     Enacted in 1978,   PURPA created opportunities for
independent power producers,  including cogenerators.   If a
generating project obtained the status of a "Qualifying
Facility,   it was exempted by PURPA from most provisions of
the FPA and certain state laws relating to securities,   rate
and financial regulation.   PURPA also required electric
utilities (i) to purchase electricity generated by
Qualifying Facilities at a price based on the utility's
avoided cost of p urchasi n~ electricity or generating
electricity itself, and (ii) to sell  supplementary,  back-up,
maintenance and interruptible power to Qualifying Facilities
on a just and reasonable and non-discriminatory basis.
     PUHCA subjects certain entities that directly or
indirectly own, control or hold the power to vote 10% of the
outstanding voting securities of a "public utility company11
or a company whic   is a 'holding company" of a public
utility company to registration requirements of the
Securities and Exchange Commission ("sEc") and regulation
under PUHCA, unless the entity is eligible for an exemption
or has been granted an SEC order declaring the entity not to
be a holding company.   Affiliates, or direct or indirect
holders of 5% of the voting securities of such companies,
are also subject to re9ulation under PUHCA unless so
eli9ible for an exemption or SEC order.    PUHCA requires
registration for a holding company of a public utility
company, and requires a public utility holding company to
limit its operations to a single integrated utility system
and to divest any other operations not functionally related
to the operation of the utility system.    A public utility
company which is a subsidiary of a registered holding
company under PUHCA is subject to financial and
organizational regulation,  including SEC approval of its
financing transactions.
     The Energy Policy Act of 1992 ("EP Act") exempted from
some traditional federal  utility regulation generators
sellin9 power at wholesale in an effort to enhance
competition in the wholesale generation market.    The EP Act
also authorized FERC to require utilities to transport and
deliver or "wheel" energy f or the supply of bulk power to
wholesale customers.
     In April 1996,  FERC paved the way for the transition to
more competitive electric markets by issuin9 its order NOS.
888 and 889.  Order No.  888 required utilities to provide
third parties wholesale open access to transmission
					Page 20



				 0001024401-01- 500010 [1]
facilities on terms comparable to those that apply when
utilities use their own systems.    utilities were required by
the order to file open access tariffs in July 1996.     Power
pools, which are associations of interconnected electric
transmission and distribution systems that have an agreement
for integrated and coordinated operations, were directed to
file their open access tariffs by the end of 1996.     These
tariffs enable eligible parties to obtain wholesale
transmission service over utilities'   transmission systems.
In Order No.  888,  FERC stated its intention to permit
utilities to recover legitimate, verifiable and prudently
incurred costs that are rendered uneconomic or "stranded     as
a result of customers taking advantage of wholesale open
access to meet their power needs from others.     In order No.
889,  FERC required utilities owning transmission facilities
to adopt procedures for an open access same-time information
system ('OASIS") that will make available, on a real-time
basis,  pertinent information concerning each transmission
utility's services.    The order also promulgated standards of
conduct to ensure that utilities separate their transmission
functions from their wholesale power merchant functions and
to prevent the misuse of commercially valuable information.
In March 1997 FERC issued its orders on rehearing of Order
Nos.  888 and 889.   In these orders FERC upheld the basic
open access and OASIS regulatory framework established in
order Nos.  888 and 889, while making certain modifications
to its open access and stranded cost recovery rules.
      congress is considering legislation to modify federal
laws affecting the electric industry.    Bills have been
introduced in the Senate and the House of Representatives
that would,  among other things, open wholesale electric
markets to greater competition and/or provide retail
electric customers with the right to choose their power
suppliers.   Modifications to PURPA and PUHCA have also been
proposed.   In addition, various states have either enacted
or are considering legislation designed to deregulate the
production and sale of electricity.    Deregulation is
expected to result in a shift from cost-based rates to
market-based rates for electric energy and related services.
Although the legislation and regulatory initiatives vary,
common themes include the availability of market pricing,
retail  customer choice,  recovery of stranded costs, and
separation of generation assets from transmission,
distribution and other assets.    It is unclear whether or
when all  power customers will obtain open access to power
supplies.   Decisions by regulatory agencies may have a
significant impact on the future economics of the power
marketing business.
      The Oregon Public utility commission ("oPuc"),   a three-
member commission appointed by the Governor of oregon,
approves PGE's retail   rates and establishes conditions of
utility service.    The o~uc ensures that prices are fair and
equitable and provides PGE an opportunity to earn a fair
return on its investment.    In addition,  the Opuc regulates
the issuance of securities and prescribes the system of
accounts to be kept by oregon utilities.     PGE is also
subject to the jurisdiction of the FERC with regard to the
transmission and sale of wholesale electric energy,
licensing of hydroelectric projects and certain other
matters.   construction of new generating facilities requires
a permit from Oregon Energy Facility Siting counsel.
					 Page 21



				 0001024401-01- 500010 [1]
Envi ronmental Regulations
      Enron and its subsidiaries are subject to extensive
federal,  state and local  laws and regulations covering the
discharge of materials into the environment, or otherwise
relating to the protection of the environment, and which
require expenditures for remediation at various operating
facilities and waste disposal   sites, as well as expenditures
in connection with the construction of new facilities.
Enron believes that its operations and facilities are in
general  compliance with applicable environmental
regulations.   Environmen a    aws and regulations have
changed substantially and rapidly over the last 20 years,
and Enron anticipates that there will   be continuing changes.
The clear trend in environmental    regulation is to place more
restrictions and limitations on activities that may impact
the environment,  such as emissions of pollutants, generation
and disposal of wastes and use and handling of chemical
substances.    Increasingly strict environmental  restrictions
and limitations have resulted in increased operating costs
for Enron and other businesses throughout the united States,
and it is possible that the costs of compliance with
environmental  laws and regulations will continue to
increase.    Enron will attempt to anticipate future
regulatory requirements that might be imposed and to plan
accordingly in order to remain in compliance with changing
environmental  laws and regulations and to minimize the costs
of such compliance.
      The Comprehensive Environmental  Response, Compensation
and Liability Act ("CERCLA"), also known as the "Superfund"
law,  requires payments for cleanup of certain abandoned
waste disposal   sites, even though such waste disposal
activities were undertaken in compliance with regulations
applicable at the time of disposal.    under the superfund
legislation, one party may,   under certain circumstances,  be
required to bear more than its proportional    share of cleanup
costs at a site where it has responsibility pursuant to the
legislation,   if payments cannot be obtained from other
responsible parties.    Other legislation mandates cleanup of
certain wastes at facilities that are currently being
operated.    States also have regulatory programs that can
mandate waste cleanup.    CERCLA authorizes the Environmental
Protection Agency ("EPA") and,   in some cases, third parties
to take actions in response to threats to the public health
or the environment and to seek to recover from the
responsible classes of persons the costs they incur.     The
scope of financial   liability under these laws involves
inherent uncertainties.    Enron has received requests for
information from the EPA and state agencies concerning what
wastes Enron may have sent to certain sites,    and it has also
received requests for contribution from other parties with
respect to the cleanup of other sites.     However, management
does not believe that any costs that may be incurred in
connection with these sites (either individually or in the
aggregate) will  have a material  impact on Enron's financial
position or results of operations.     (See Item 3, "Legal
Proceedings").
      PGE' s current and historical operations are subject to
a wide range of environmental protection laws covering air
and water quality,   noise, waste disposal, and other
					 Page 22



				0001024401-01- 500010 [1]
environmental issues.   PGE is also sublect to the Federal
Rivers and Harbors Act of 1899 and similar Oregon laws under
which it must obtain permits from the U.S. Army Corps of
Engineers or the Oregon Division of State Lands to construct
facilities or perform activities in navi9able waters of the
State.  State agencies or departments which have direct
jurisdiction over environmental matters include the
Environmental Quality Commission, the Oregon Department of
Environmental Quality,  the Oregon office of Energy and
Oregon Energy Facility Siting counsel.    Environmental
matters regul ated by these agencies include the siting and
operation of 9enerating facilities and the accumulation,
cleanup and disposal of toxic and hazardous wastes.
water Industry Regulation
     In the united States, the rates for water and
wastewater services are generally subject to state and local
laws and regulation.   The Safe Drinking water Act directs
the EPA to set drinking water standards for the community
water supply systems in the United States.    The Federal
Water Pollution Control Act (the "clean Water Act")
establishes a system of standards,  permits and enforcement
procedures for the discharge of poll utants from industrial
and municipal wastewater sources.   The law requires permits
for discharges from water treatment facilities and sets
treatment standards for industries and wastewater treatment
plants.  Discharge permits issued under the Clean Water Act
are subject to renewal once every five years.    The economic
aspects of the water industry in England and Wales is
principally regulated under the provisions of the Water Act
1989, the Water Industry Act 1991 (which consolidated the
Water Act 1989) and the Water Resources Act 1991.    In
general, most countries where Azurix has invested (including
canada, Argentina,  Brazil and Mexico), or intends to
consider investments,  have drinking water quality and
environmental laws and regulations.
Other

     PGE is a 67.5% owner of the Trojan Nuclear Plant
("Trojan").  The Nuclear Regulatory commission ("NRC")
regulates the licensing and decommissioning of nuclear power
plants.  In 1993 the NRC issued a possession-only license
amendment to PGE's Trojan operatin9 license and in early
1996 approved the Trojan Decommissioning Plan.    Approval of
the Trojan Decommissioning Plan by the NRC and Oregon Energy
Facility Siting counsel  has allowed PGE to commence
decommissioning activities, which are proceeding
satisfactorily and within approved cost estimates.    After
receiving regulatory approval,  PGE in 1999 ship p ed and
disposed of the Trojan reactor vessel as a single package
called the Reactor vessel and Internals Removal   Project.
Equipment removal and disposal activities continued in 2000.
Troian will be subject to NRC regulation until Trojan is
fully decommissioned,  all nuclear fuel  is removed from the
site and the license is terminated.   The Oregon Department
of Energy also monitors Trojan.

<PAGE>

	CURRENT EXECUTIVE OFFICERS OF THE REGISTRANT

					Page 23



				0001024401-01- 500010 [1]

    Name and Age

Kenneth L.  Lay (58)

Jeffrey K.  Skilling

  Present Principal  Position and Other
  Material  Positions Held During Last
  Five Years

  Chairman of the Board,   Enron Corp.,
  since February 1986.   chief Executive
  officer,  Enron Corp., from February
  1986 to February 2001.
(47) President and Chief Executive
  Officer since February 2001.
  President and Chief operating Officer,
  Enron Corp.,  from January 1997 to
  February 2001.   Chief Executive
  Officer and Managing Director of Enron
  Capital & Trade Resources Corp.
  ("ECT") from June 1995 to December
  1996.   From August 1990 to June 1995,
  Mr.  Skilling served ECT in a variety
  of executive managerial   positions.

J. Clifford Baxter (42)   Vice Chairman,  Enron Corp., since
		       October 2000 and Chief Strategy
		       Officer since June 2000. Chairman and
		       Chief Executive Officer,  Enron North
		       America Corp., from June 1999 until
		       June 2000. Senior Vice President,
		       Corporate Development,  Enron Corp.,
		       from January 1997 until  June 1999.
		       Mana9ing Director,  ECT, 1996; Vice
		       President, Corporate Development,  ECT,
		       1995-1996.

Mark A.  Frevert (46)

Chairman and Chief Executive Officer,
Enron wholesale Services,  since
June 2000.  Chairman and Chief
Executive Officer of Enron Europe from
March 1997 to June 2000.   From 1993
to March 1997, Mr.  Frevert served ECT
in a variety of executive managerial
positions.

Stanley C. Horton (51)   Chairman and Chief Executive
		       Officer,  Enron Transportation
		       Services,  since January 1997.   Co-
		       Chairman and Chief Executive Officer
		       of Enron operations Corp.   from
		       February 1996 to January 1997.
		       President and Chief Operating Officer
		       of Enron operations Corp.   from June
		       1993 to Feb ruary 1996.

Lou L.  Pai (53)

Chairman and Chief Executive Officer,
Enron Accelerator, since February 2001.
Chairman of the Board and Chief
Executive officer of Enron Energy
Services from March 1997 until
February 2001.  President and Chief
operating Officer of ECT from August
1995 to March 1997.   From March 1993
to August 1995, Mr.  Pai served ECT in
		 Page 24



				0001024401-01- 500010 [1]
		       a variety of executive managerial
		       positions.

Kenneth D.  Rice (42)

Richard B.  Buy (48)

Chairman and Chief Executive
Officer,   Enron Broadband Services,
Inc.,  since June 2000.   chief Commercial
officer,   Enron Broadband services, Inc.,
from June 1999 until   June 2000.   Chairman
and chief Executive Officer of ECT - North
America from March 1997 until   June
1999.   From 1993 to March 1997, Mr.
Rice served ECT in a variety of
executive managerial   positions.

Executive Vice President and Chief
Risk officer,  Enron Corp.,  since July
1999.   Senior Vice President and Chief
Risk officer,  Enron Corp., from March
1999 until  July 1999.   Mana9ing
Director and Chief Risk officer,    ECT,
from January 1998 to March 1999.    Vice
President and Chief Credit officer,
ECT,  from August 1995 to January 1998.

Richard A. Causey (41)    Executive vice President and
			Chief Accounting Officer,  Enron Corp.,
			since July 1999.   Senior Vice
			President and Chief Accounting and
			Information officer,  Enron Corp., from
			January 1997 to July 1999.   Managing
			Director, ECT, from June 1996 to
			January 1997; Vice President,  ECT,
			from January 1992 to June 1996.
James V.  Derrick, Jr.(56) Executive Vice President and
			General Counsel,  Enron Corp. , since
			July 1999.  Senior Vice President and
			General Counsel,  Enron Corp., from
			June 1991 to July 1999.   Partner,
			Vinson & Elkins from January 1977
			until June 1991.

Andrew S. Fastow (39)

Steven J. Kean (39)

 Executive Vice president and Chief
 Financial Officer,   Enron Corp., since
 July 1999.    Senior Vice president and
 Chief Financial officer from March
 1998 to July 1999.    Senior Vice
 President,  Finance,  Enron Corp., from
 January 1997 to March 1998.    Managing
 Director,  Retail and Treasury,  ECT,
 from May 1995 to January 1997.    Vice
 President,  ECT, from January 1993 to
 May 1995.
Executive Vice president and Chief of
Staff,  Enron Corp.  since July 1999.
Senior Vice President, Government
Affairs,   Enron Corp., from 1997 to
1999.   From 1989 to 1997, Mr. Kean
held a variety of management positions
in Enron Corp.  subsidiaries.

Page 25



				 000102 4401-01- 500010 [1]
Mark E.  Koenig (45)   Executive Vice President,  Investor
		       Relations, Enron Corp.,  since July
		       1999.  Senior Vice President,  Investor
		       Relations, Enron Corp.,  from July 1997
		       until July 1999.  Vice President,
		       Investor Relations,  Enron Corp., from
		       December 1992 until  July 1997.
J. Mark Metts (42)     Executive Vice President, Corporate
		       Development, Enron Corp.,  since August
		       1999.  Partner, Vinson & Elkins L.L.P.
		       from January 1991 until August 1999.
Item 2.   PROPERTIES
Natural Gas Transmission
      Enron's domestic natural gas facilities include
approximately 25,000 miles of pipelines, four underground
 as storage fields and two liquefied natural gas storage
~aci lities.  Enron also owns interests in pipeline and
related facilities associated with its participation and
investments in jointly-owned pipeline systems.
      Substantially all the transmission lines of Enron are
constructed on rights-of-way granted by the a p parent record
owners of such property.    In many instances,  lands over
which ri9hts-of-way have been obtained are subject to prior
liens which have not been subordinated to the right-of-way
grants.   In some cases,  not all of the apparent record
owners have joined in the right-of-way grants,    but in
substantially all   such cases,  signatures of the owners of
majority interests have been obtained.     Permits have been
obtained from public authorities to cross over or under , or
to lay facilities in or along, water courses,    county roads,
municipal   streets and state highways, and in some instances,
such permits are revocable at the election of the 9rantor,
or, the pipeline may be required to move its facilities at
its own expense.    Permits have also been obtained from
railroad companies to cross over or under lands or rights-of-
way, many of which are also revocable at the grantor's
election.   Some such permits require annual or other
periodic payments.    In a few minor cases,  property for
pipeline purposes was purchased in fee.
      In most cases,  Enron's transmission subsidiaries have
the right of eminent domain to acquire rights-of-way and
lands necessary for their pipelines and appurtenant
faci 1 i ties.
      Enron's regulator and compressor stations and offices
are located on tracts of land owned by it in fee or leased
from others.
      Enron is of the opinion that it has generally
satisfactory title to its rights-of-way and lands used in
the conduct of its businesses,   subject to liens for current
taxes,  liens incident to operatin9 a9reements and minor
encumbrances,  easements and restrictions which do not
materially detract from the value of such property or the
interest of Enron therein or the use of such properties in
such businesses.

					 Page 26



				 0001024401-01- 500010 [1]
Electric Utility Properties
      PGE's principal  plants and appurtenant generating
facilities and storage reservoirs are situated on land owned
by PGE in fee or land under the control of PGE pursuant to
valid existing leases,   federal or state licenses,  easements,
or other agreements.    In some cases meters and transformers
are located upon the premises of customers.    The indenture
securing PGE's first mortgage bonds constitutes a direct
first mort9age lien on substantially all utility property
and franchises, other than expressly excepted property.
      Generating facilities owned by PGE are set forth in the
following table:
						      PGE Net
							 MW
     Facility         Location             Fuel      Capability
 wholly Owned:
   Faraday           Estacada, OR           Hydro         44
   North Fork        Estacada, OR           Hydro         54
   Oak Grove         Three Lynx, OR         Hydro         44
   River Mill        Estacada, OR           Hydro         25
   Pelton            Madras, OR             Hydro        110
   Round Butte       Madras, OR             Hydro        300
   Bull  Run         Bull Run, OR           Hydro         22
   Sullivan          West Linn, OR          Hydro         16
   Beaver            Clatskanie, OR         Gas/Oil      500
   Coyote Springs    Boardman, OR           Gas/Oil      242
Jointly Owned:
   Boardman          Boardman, OR           coal         362
   Colstrip 3 & 4    colstrip, MT           coal         296
				TOTAL                  2,015

      PGE holds licenses under the Federal   Power Act for its
hydroelectric generating plants as well as licenses from the
State of Ore9on for all or portions of five of the plants.
All of its licenses expire during the years 2001 to 2006.
The FERC requires that a notice of intent to relicense these
projects be filed approximately five years prior to
expiration of the license.
      Following the 1993 closure of the Trojan nuclear plant,
PGE was granted a possession-only license amendment by the
NRC.   In early 1996 PGE received NRC approval of its Trojan
decommissioning plan.
      PGE leases its headquarters complex in downtown
Portland and the coal-handling facilities and certain
railroad cars for the Boardman coal   plant.
Domestic Power Plants
      Enron's principal domestic operating power plants and
appurtenant facilities are situated on land owned by Enron
(or joint ventures in which Enron has an ownershi p interest)
in fee or land under the control of Enron (or such joint
ventures) pursuant to valid existing leases,   licenses,
easements or other agreements.    Power plants in which Enron
owns various interests are set forth in the following table:

					 Page 27



				0001024401-01- 500010 [1]
				     Fuel          Size/Capacity

Brownsville Power I,
L LC
Caledonia Power I,
LLC
New Albany Power I,
L LC
Las Vegas
Cogenerati on
Des Plaines Green
Land Development
LLC
Gleason Power I,  LLC
West Fork Land
Development
Company LLC
Pastoria Energy
Facility*
Doyle LLC

Brownsville,
TN
Cal edoni a,
MS
New Albany,
MS
Las Vegas,
NV
Manhattan,
IL
Gleason, TN
Wheatland,
IN

Pastoria, CA
Monrose, GA

Natural gas
Natural gas
Natural gas
Natural gas
Natural gas

Natural gas
Natural gas

Natural gas

Natural gas

*In development

International Power Plants,  Pipelines and Electric
utility Properties

     Enron's principal international operating power plants,
pipelines and electric utility properties and appurtenant
facilities are (i) situated on land owned by Enron
(or joint ventures in which Enron has an ownership
interest) in fee or land under the control of
Enron (or such joint ventures) pursuant to valid existing
leases, licenses,  easements or other agreements, or (ii) in
the case of certain power plants,  barge-mounted on vessels
owned by Enron (or such joint ventures).    Power plants and
pipelines in which Enron owns various interests are set
forth in the following table:

Facility

		      Locati on

				   Fuel

					     Size/Capacity

Power Plants:
Trakya
Dabhol,  Phase I
Cuiaba,  Phases I &
II
Puerto Plata
Puerto Quetzal
Con nto
Ecoel ectri ca
Bahia Las Minas
Pi ti
Batangas
Subic Bay
Hainan Island
Chengdu
Pipelines:
TGS
Cent ragas

Turkey
Indi a
Brazil
Domi ni can
Republic
Guatemal a
Ni caragua
Puerto Rico
Panama
Guam
Philippines
Philippines
China
China

Argentina
Colombia

Gas
Gas
Diesel

Fuel oil

Fuel oil
Fuel oil
LNG
Diesel
Diesel
Fuel oil
Fuel oil
Diesel
coal

478 MW
826 MW
300 MW

185 MW
234 MW
 70 MW
522 MW
355 MW
 80 MW
110 MW
116 MW
160 MW
359 MW

-       1.9 BCf/d;
       4,104 miles
-      110 MMcf/d;
	357 miles
  Page 28

Facility

Location

500 MW

450 MW

390 MW
 53 MW

650 MW

544 MW
514 MW

750 MW
342 MW



				 0001024401-01- 500010 [1]
rransredes             Bolivia         -       4.3 Bcf/d;
						 57 MMb/d;
					      3,570 miles
BBPL (Bolivia to       Bolivia and     -       1.06 Bcf/d
Brazil  pipeline)      Brazil                 1,969 miles
Electric Utility Properties
Elektro                Brazil          -      51,000 mile
					      tranmi ssion system

Item 3.   LEGAL PROCEEDINGS
      Enron is a party to various claims and litigation, the
significant items of which are discussed below.     Although
no assurances can be given,   Enron believes,  based on its
experience to date and after considering appropriate
reserves that have been established, that the ultimate
resolution of such items,   individually or in the a~gregate,
will  not have a materially adverse impact on Enron 5
financial  position or its results of operations.
      Litigation.   In 1995, several parties (the Plaintiffs)
filed suit in Harris County District Court in Houston,
Texas,  against Intratex Gas Company (Intratex),   Houston Pipe
Line Company and Panhandle Gas company (collectively,    the
Enron Defendants),   each of which is a wholly-owned
subsidiary of Enron.    The Plaintiffs were either sellers or
royalty owners under numerous gas purchase contracts with
Intratex, many of which have terminated.     Early in 1996, the
case was severed by the Court into two matters to be tried
(or otherwise resolved) separately.    In the first matter,
the Plaintiffs alleged that the Enron Defendants committed
fraud and negligent misrepresentation in connection with the
"Panhandle program," a special marketing program established
in the early 1980s.    This case was tried in October 1996 and
resulted in a verdict for the Enron Defendants.     In the
second matter,  the Plaintiffs allege that the Enron
Defendants violated state regulatory requirements and
certain gas purchase contracts by failing to take the
Plaintiffs'  gas ratably with other producers' gas at certain
times between 1978 and 1988.     The trial court certified a
class action with respect to ratability claims.     On March 9,
2000,   the Texas Supreme Court ruled that the trial  court's
class certification was improper and remanded the case to
the trial  court.   The Enron Defendants deny the Plaintiffs'
claims and have asserted various affirmative defenses,
including the statute of limitations.    The Enron Defendants
believe that they have strong legal and factual defenses,
and intend to vigorously contest the claims.     Althou9h no
assurances can be given,    Enron believes that the ultimate
resolution of these matters will not have a materially
adverse effect on its financial   position or results of
operations.
      On November 21,  1996, an explosion occurred in or
around the Humerto vidal    Building in San Juan, Puerto Rico.
The explosion resulted in fatalities,   bodily injuries and
damage to the building and surrounding property.     San Juan
Gas Company,  Inc.  (San Juan),  an Enron affiliate, operated a
propane/air distribution system in the vicinity,    but did not
provide service to the building.    Enron,  San Juan Gas, four
affiliates and their insurance carriers were named as
					 Page 29



				 0001024401-01- 500010 [1]
defendants,  along with several third parties,   including The
Puerto Rico Aqueduct and Sewer Authority,    Puerto Rico
Telephone Company,   Heath Consultants Incorporated,   Humberto
vidal,   Inc. and their insurance carriers,  in numerous
lawsuits filed in U.S.   District Court for the District of
Puerto Rico and the Superior Court of Puerto Rico.     These
suits seek damages for wrongful death,    personal injury,
business interruption and property damage allegedly caused
by the explosion.    After nearly four years without
determining the cause of the explosion,    all parties have
agreed not to litigate further that issue,    but to move these
suits toward settlements or trials to determine whether each
plaintiff was injured as a result of the explosion and,    if
so,  the lawful damages attributable to such injury.    The
defendants have agreed on a fund for settlements or final
awards.   Numerous claims have been settled.    Although no
assurances can be given,   Enron believes that the ultimate
resolution of these matters will   not have a materially
adverse effect on its financial   position or results of
operations.
      Trojan Investment Recovery.   In early 1993,  PGE ceased
commercial operation of the Trojan nuclear power generating
facility.   The OPUC granted PGE, through a general    rate
order,   recovery of, and a return on,  87% of its remaining
investment in Trojan.
      The OPUC's general  rate order related to Trojan has
been subject to 1 i    a ion in various state courts,
including rulings by the Oregon Court of Appeals and
petitions to the Oregon Supreme Court filed by parties
opposed to the OPUC's order,   including the Utility Reform
Project (uRP) and the Citizens Utility Board (CUB).
      In August 2000,  PGE entered into agreements with CUB
and the staff of the OPUC to settle the litigation related
to PGE's recovery of its investment in the Trojan plant.
Under the agreements, CUB agreed to withdraw from the
litigation and to support the settlement as the means to
resolve the Trojan litigation.    The OPUC approved the
accounting and ratemaking elements of the settlement on
September 29,  2000.   As a result of these approvals,  PGE's
investment in Trojan is no longer included in rates charged
to customers,  either through a return on or a return of that
investment.   Collection of ongoing decommissioning costs at
Trojan is not affected by the settlement agreements or the
September 29,  2000 OPUC order.   with CUB's withdrawal,  URP
is the one remaining significant adverse party in the
litigation.   URP has indicated that it plans to continue to
challenge the OPUC order allowing PGE recovery of its
investment in Trojan.
      Enron cannot predict the outcome of these actions.
Although no assurances can be given,    Enron believes that the
ultimate resolution of these matters will    not have a
material adverse effect on its financial position or results
of operations.
      Environmental Matters.   Enron is subject to extensive
federal,  state and local environmental laws and regulations.
These laws and regulations require expenditures in connection
with the construction of new facilities,    the operation of
existing facilities and for remediation at various operating
					 Page 30



				0001024401-01- 500010 [1]
sites.   The implementation of the Clean Air Act Amendments
is expected to result in increased operating expenses.
These increased operating expenses are not expected to have
a materially adverse effect on Enron's financial    position
or results of operations.
      Enron's natural ~as pipeline companies conduct soil
and groundwater remediation of a number of their
facilities.    Enron does not expect to incur material
expenditures in connection wit h soil and groundwater
remediation.
      In addition,  Enron has received requests for
information from the EPA and state environmental agencies
inquiring whether Enron has disposed of materials at other
waste disposal  sites.   Enron has also received requests for
contribution from other parties with respect to the cleanup
of other sites.    Enron may be required to share in the
costs of the cleanup of some of these sites.     However,
based upon the amounts claimed and the nature and volume of
materials sent to sites at which Enron has an interest,
management does not believe that any potential    costs
incurred in connection with these notices and third party
claims,  either taken individually or in the aggre9ate, will
have a material  impact on Enron's financial position or
results of operations.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
	  HOLDERS

	  None.

<PAGE>
			     PART II

Item 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
	  RELATED SHAREHOLDER MATTERS

Common Stock

      The following table indicates the high and low sales
prices for the common stock of Enron as reported on the New
York Stock Exchange (consolidated transactions reporting
system),  the principal market in which the securities are
traded,  and dividends p aid per share for the calendar
quarters indicated.    The common stock is also listed for
trading on the Chicago Stock Exchange and the Pacific Stock
Exchange,  as well as The London Stock Exchange and
Frankfurt Stock Exchange.
<TABLE>
<CAPTION>
				2000                           1999
		     High       Low     Dividends      High      Low  Dividends

<5>                   <C>       <C>       <C>     <C>        <C>        <C>
First Quarter.........$78 5/8   $41 3/8   $.1250  $35 19/32  $28 3/4    $.1250
Second Quarter....     78 15/16  62 1/2    .1250   41 15/32   30 1/2     .1250
Third Quarter..........90 3/4    65 9/16   .1250   44 23/32   38 1/16    .1250
Fourth Quarter....     88 11/16  63 1/2    .1250   44 7/8     34 7/8     .1250
</TABLE>

					  Page 31



				000102 4401-01- 500010 [1]
Cumulative Second Preferred Convertible Stock

     The following table indicates the high and low sales
prices for the cumulative Second Preferred convertible
Stock ("Second Preferred Stock") of Enron as reported on
the New York Stock Exchange (consolidated transactions
reporting system), the principal market in which the
securities are traded,  and dividends paid per share for the
calendar quarters indicated.   The Second Preferred Stock is
also listed for trading on the Chicago Stock Exchange.

<TABLE>
<CAPTION>

		   High

				2000
				 Low

					    Dividends

							 High

<5>
First Quarter....
Second Quarter...
Third Quarter....
Fourth Quarter...
</TABLE>

<C>
1,953
2,146 3/8

<C>
1,868 7/8
2,118 1/8

<C>
$3 . 4130
$3 . 4130
$3 . 4130
$3 . 4130

<C>

$1,170 1/8

<C>

$1,170 1/8

     At December 31,  2000, there were approximately 58,920
record holders of common stock and 160 record holders of
Second Preferred Stock.

     other information required by this item is set forth
under Item 6 -- "Selected Financial Data (unaudited) -
Common Stock Statistics" for the years 1996-2000.

<PAGE>
<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA (UNAUDITED)

<CAPTION>

1996

<5>
Operating Revenues (millions)
$13,289

Total Assets (millions)
$16,137

2000

1999

1998

1997

<C>         <C>        <C>       <C>

$100,789    $40,112    $31,260   $20,273

$ 65,503    $33,381    $29,350   $22,552

     Per share - basic
     Per share - diluted

Common Stock Statistics(a)
  Income before cumulative effect
   of accounting changes
     Total (millions)
584
$1.16
$1.08
  Earnings on common stock
     Total (millions)
$568

$1.16

     Per share - basic

     Per share - diluted

1999
   Low

Dividends

<C>
$3 . 4130
 3.4130
 3.4130
 3.4130

<C>

    979

  $1.22

  $1.12

   $896

  $1.22

  $1.12
Page 32

1,024

$1.36

$1.27

 $827

$1.17
$1.10

  703

$1.07
$1.01

 $686

$1.07
$1.01

  105

$0.16

$0.16

 $ 88
$0.16

$0.16



				  0001024401-01- 500010 [1]
$1.08
  Dividends on common stock
      Total (millions)                        $368       $355       $312      $243
$212
      Per share                              $0.50      $0.50     $0.48      $0.46
$0.43
  shares outstanding (millions)
      Actual at year-end                       752        716        662       622
510
      Average for the year - basic             736        705        642       544
492
      Average for the year - diluted           814        769        695       555
540
Capitalization (millions)
  Short-term and long-term debt           $10,229     $ 8,152   $ 7,357    $ 6,254
$3,349
  Minority interests                         2,414      2,430     2,143      1,147
755
  Company-obligated preferred
   securities of subsidiaries                  904      1,000     1,001        993
592
  Shareholders'  equity                     11,470      9,570     7,048      5,618
3,723
      Total capitalization                $25,017     $21,152   $17,549    $14,012
$8,419
<FN>
(a)   Share and per share amounts have been restated to
      reflect the two-for-one stock split effective August 13,
      1999.
</TABLE>

<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

   The following review of the results of operations and
financial  condition of Enron Corp. and its subsidiaries and
affiliates (Enron) should be read in conjunction with the
Con sol i dated Financial Statements.

RESULTS OF OPERATIONS

Consolidated Net Income
   Enron's net income for 2000 was $979 million compared to $893
million in 1999 and $703 million in 1998.      Items impacting
comparability are discussed in the respective segment results.
Net income before items impactin9 comparability was $1,266
million,   $957 million and $698 million,   respectively,  in 2000,
1999 and 1998.   Enron's business is divided into five segments
and Exploration and Production (Enron Oil & Gas Company) through
August 16,  1999 (see Note 2 to the consolidated Financial
Statements).    Enron's operating segments include:

   Transportation and Distribution. Transportation and
Distribution consists of Enron Transportation Services and
Portland General.    Transportation Services includes Enron '5
interstate natural   gas pipelines,  primarily Northern Natural Gas
Company (Northern), Transwestern Pipeline Company (Transwestern),
Enron's 50% interest in Florida Gas Transmission Company (Florida
Gas) and Enron's interests in Northern Border Partners,      L.P. and
EOTT Energy Partners,    L.P. (EoTT).
					  Page 33



				0001024401-01- 500010 [1]
   wholesale Services, wholesale Services includes Enron's
wholesale businesses around the world.    wholesale Services
operates in developed markets such as North America and Europe,
as well as developing or newly deregulating markets including
South America, India and Japan.
   Retail Energy Services.   Enron, through its subsidiary Enron
Energy Services,  LLC (Energy Services),  is extending its energy
expertise and capabilities to end-use retail   customers in the
industrial and commercial  business sectors to manage their energy
requirements and reduce their total energy costs.
   Broadband Services.  Enron's broadband services business
(Broadband Services) provides customers with a single source for
broadband services,  including bandwidth intermediation and the
delivery of premium content.

   Corporate and Other. Corporate and Other includes Enron '5
investment in Azurix Corp.   (Azurix), which provides water and wastewater
services, results of Enron Renewable Energy Corp.   (EREC), which
develops and constructs wind-generated power projects, and the
operations of Enron's methanol and MTBE plants as well as overall
corporate activities of Enron.
Net income includes the following:

<TABLE>
<CAPTION>
(In millions)
<5>
After-tax results before items impacting
 comparability

					       2000

					     <C>

					     $1,266

						       1999

						      <C>

						      $ 957

								1998
							       <C>

							       $ 698

Items impacting comparability: (a)
  Charge to reflect impairment by Azurix
  Gain on TNPC, Inc.  (The New Power
   Company), net
  Gains on sales of subsidiary stock
  MTBE-related charges
  Cumulative effect of accounting
   changes
Net income
<FN>
(a) Tax affected at 35%,  except where a
    applied.
</TABLE>
   Diluted earnings per share of common
<TABLE>
<CAPTION>

<5>
Diluted earnings per share(a):
  After-tax results before items
   i mpacti ng comparability

  Items impacting comparability:
     Charge to reflect impairment by Azurix
     Gain on The New Power Company,  net
     Gains on sales of subsidiary stock
					Page 34

(326)

39

       345
-     (278)

      -    (131)
$   979   $893

   45

  (40)

$ 703

specific tax rate

stock were as follows:

 2000

<C>

$1.47

(0.40)
 0.05

 1999
<C>

$1. 18

-       0.45

 1998
<C>

$1.00

 0.07



				0001024401-01- 500010 [1]

     MTBE- rel ated charges
     Cumulative effect of accounting changes
Diluted earnings per share

						$1.12

							  (0.36)
							  (0.17)
							  $1.10

								     (0.06)

								     $1.01

<EN>
(a) Restated to reflect the two-for-one stock split effective
    August 13, 1999.
</TABLE>

Income Before Interest, Minority Interests and Income Taxes
   The following table presents income before interest, minority
interests and income taxes (IBIT) for each of Enron's operating
segments (see Note 20 to the consolidated Financial   Statements):

<TABLE>
<CAPTION>
(In millions)

<5>
Transportation and Distribution:
  Transportation Services
  Portland General
wholesale Services
Retail  Energy Services
Broadband Services
Exploration and Production
Corporate and Other
  Income before interest,
   minority interests and taxes
</TABLE>

 2000

<C>

$  391
   341
 2,260
   165
   (60)

  (615)

1999     1998

<C>

$  380
   305
 1,317
   (68)

    65
    (4)

$2,482    $1,995

<C>

$   351
    286
    968
   (119)
    128
    (32)

$1,582

Transportation and Distribution
   Transportation Services.   The following table summarizes total
volumes transported by each of Enron's interstate natural gas
pipelines.

<TABLE>
<CAPTION>
					  2000    1999    1998

<5>
Total volumes transported
  Northern Natural Gas
  Transwestern Pipeline
  Florida Gas Transmission
  Northern Border Pipeline

(BBtu/d) (a)

<EN>
(a) Billion British thermal  units per day.   Amounts reflect
    100% of each entity's throughput volumes.    Florida Gas and
    Northern Border Pipeline are unconsolidated equity affiliates.
</TABLE>

   Significant components of IBIT are as follows:

<TABLE>
<CAPTION>
(In millions)

<5>
Net revenues
Operating expenses
Depreciation and amortization

					2000    1999   1998

					<C>
					$650
					 280
					  67
					Page 35

					       <C>
					       $626
						264
						 66

						      <C>
						      $640
						       276
							70

<C>

3,529
1,657
1,501
2,443

<C>

3,820
1,462
1,495
2,405

<C>

4,098
1,608
1,324
1,770



				 0001024401-01- 500010 [1]
Equity earnings                            63     38     32
Other,  net                                25     46     25
  Income before interest and taxes       $391   $380   $351
</TABLE>

Net Revenues
   Revenues,  net of cost of sales, of Transportation Services
increased $24 million (4%) during 2000 and declined $14 million
(2%) durin9 1999 as compared to 1998.     In 2000, Transportation
Services'  interstate pipelines produced strong financial   results.
The volumes transported by Transwestern increased 13 percent in
2000 as compared to 1999.    Northern's 2000 gross margin was
comparable to 1999 despite an 8 percent decline in volumes
transported.   Net revenues in 2000 were favorably impacted by
transportation revenues from Transwestern's Gallup,    New Mexico
expansion and by sales from Northern's gas storage inventory.     The
decrease in net revenue in 1999 compared to 1998 was primarily
due to the expiration,   in October 1998, of certain transition
cost recovery surcharges,   partially offset by a Northern sale of
gas storage inventory in 1999.

Operating Expenses
   operating expenses,   including depreciation and amortization,
of Transportation Services increased $17 million (5%) during 2000
primarily as a result of higher overhead costs related to
information technology and employee benefits.     Operating expenses
decreased $16 million (5%) during 1999 primarily as a result of
the expiration of certain transition cost recovery surcharges
which h ad been recovered through revenues.
Equity Earnings
   Equity in earnings of unconsolidated equity affiliates
increased $25 million and $6 million in 2000 and 1999,
respectively.   The increase in equity earnings in 2000 as
compared to 1999 primarily relates to Enron ' s investment in
Florida Gas.   The increase in earnings in 1999 as compared to
1998 was primarily a result of higher earnings from Northern
Border Pipeline and EOTT.
Other,  Net
   Other,  net decreased $21 million in 2000 as compared to
1999 after increasing $21 million in 1999 as compared to 1998.
Included in 2000 were gains related to an energy commodity
contract and the sale of compressor-related equipment, while the
1999 amount included interest income earned in connection with
the financing of an acquisition by EOTT.     The 1998 amount
included gains from the sale of an interest in an equity
investment,  substantially offset by charges related to litigation.
   Portland General.    Portland General  realized IBIT as follows:

<TABLE>
<CAPTION>
(In millions)                              2000     1999     1998
<5>                                       <C>      <C>      <C>
Revenues                                  $2,256   $1,379   $1,196
Purchased power and fuel                   1,461      639       451
Operating expenses                           321      304       295
Depreciation and amortization                211      181       183
Other,  net                                   78       50       19
  Income before interest and taxes        $  341   $  305   $   286
</TABLE>
					  Page 36



				 0001024401-01- 500010 [1]
   Revenues,  net of purchased power and fuel   costs, increased $55
million in 2000 as compared to 1999.    The increase is primarily
the result of a significant increase in the price of    power sold
and an increase in wholesale sales,   partially offset by higher
purchased power and fuel   costs.  operating expenses increased
primarily due to increased plant maintenance costs related to
periodic overhauls.   Depreciation and amortization increased in
2000 primarily as a result of increased regulatory amortization.
Other,  net in 2000 included the impact of an Oregon Public
utility Commission (opuc) order allowing certain deregulation costs
to be deferred and recovered through rate cases,    the settlement of
litigation related to the Trojan nuclear power generating facility
and gains on the sale of certain generation-related assets.
   Revenues,  net of purchased power and fuel   costs, decreased $5
million in 1999 as compared to 1998.    Revenues increased
primarily as a result of an increase in the number of customers
served by Portland General.    Higher purchased power and fuel
costs, which increased 42 percent in 1999, offset the increase in
revenues.   Other income,  net increased $31 million in 1999 as
compared to 1998 primarily as a result of a gain recognized on
the sale of certain assets.
   In 1999,  Enron entered into an agreement to sell   Portland
General   Electric Company to Sierra Pacific Resources.   See Note 2
to the Consolidated Financial    Statements.
   Statistics for Portland General are as follows:
<TABLE>
<CAPTION>
						  2000      1999       1998

<5>                                              <C>       <C>        <C>
Electricity sales (thousand MWh)(a)
  Residential                                     7,433     7,404      7,101
  Commercial                                      7,527     7,392      6,781
  Industrial                                      4,912     4,463      3,562
     Total  retail                               19,872    19,259     17,444
  Wholesale                                      18,548    12,612     10,869
     Total  electricity sales                    38,420    31,871     28,313
Resource mix
  Coal                                               11%       15%        16%
  Combustion turbine                                 12         8         12
  Hydro                                               6         9          9
     Total generation                                29        32         37
  Firm purchases                                     63        57         56
  Secondary purchases                                 8        11          7
     Total  resources                               100%      100%       100%
Average variable power cost (Mills/Kwh)(b)
  Generation                                       14.5      11.3        8.6
  Firm purchases                                   34.9      23.2       17.3
  Secondary purchases                             123.6      19.7       23.6
     Total average variable power cost             37.2      20.0       15.6
Retail  customers (end of period, thousands)        725       719        704
<FN>
(a) Thousand megawatt-hours.
(b) Mills (1/10 cent) per kilowatt-hour.
					 Page 37



				 000102 4401-01- 500010 [1]
</TABLE>
Outlook
    Enron Transportation Services is expected to provide stable
earnings and cash flows during 2001.    The four major natural gas
pipelines have strong competitive positions in their respective
markets as a result of efficient operating practices,    competitive
rates and favorable market conditions.     Enron Transportation
Services expects to continue to pursue demand-driven expansion
opportunities.   Florida Gas expects to complete an expansion that
will  increase throughput by 198 million cubic feet per day (MMcf/d)
by mid-2001.   Florida Gas has received preliminary approval from the
Federal  Energy Regulatory Commission for an expansion of 428 MMcf/d,
expected to be completed by early 2003, and is also pursuing an
expansion of 150 MMcf/d that is expected to be completed in mid-2003.
Transwestern completed an expansion of 140 MMcf/d in May 2000 and
is pursuin9 an expansion of 50 MMcf/d that is expected to be
completed in 2001 and an additional expansion of up to 150 MMcf/d
that is expected to be completed in 2002.     Northern Border
Partners is evaluatin9 the development of a 325 mile pipeline
with a range of capacity from 375 MMcf/d to 500 MMcf/d to connect
natural gas production in Wyoming to the Northern Border Pipeline
in Montana.
    In 2001, Portland General anticipates purchased power and
fuel  costs to remain at historically high levels.    Portland
General  has submitted a request with the OPUC to recover the
anticipated cost increase through a rate adjustment.
wholesale Services
    Enron builds its wholesale businesses through the creation of
networks involving selective asset ownership,    contractual access
to third-party assets and market-making activities.     Each market
in which wholesale Services operates utilizes these components in
a slightly different manner and is at a different stage of
development.   This network strategy has enabled wholesale
Services to establish a leading position in its markets.
wholesale Services'   activities are categorized into two business
lines:   (a) Commodity Sales and Services and (b) Assets and
Investments.   Activities may be integrated into a bundled product
offering for Enron's customers.
    wholesale Services manages its portfolio of contracts and
assets in order to maximize value, minimize the associated risks
and provide overall   liquidity.  In doin9 so, wholesale Services
uses portfolio and risk management disciplines,    including
offsetting or hedging transactions, to manage exposures to market
price movements (commodities,    interest rates, foreign currencies
and equities).   Additionally, wholesale Services manages its
liquidity and exposure to third- party credit risk through
monetization of its contract portfolio or third-party insurance
contracts.   wholesale Services also sells interests in certain
investments and other assets to improve liquidity and overall
return,  the timing of which is dependent on market conditions and
management's expectations of the investment's value.
    The following table reflects IBIT for each business line:
<TABLE>
<CAPTION>
(In millions)                        2000      1999     1998

				    <C>                <C> <C>
					 Page 38



				  0001024401-01- 500010 [1]
Commodity sales and services          $1,630   $  628   $ 411
Assets and investments                  889       850     709
unallocated expenses                   (259)     (161)    (152)
  Income before interest,
   minority interests and taxes       $2,260   $1,317   $ 968
</TABLE>

   The following discussion analyzes the contributions to IBIT
for each business line.
   Commodity sales and services.      wholesale Services provides
reliable commodity delivery and predictable pricing     to its
customers through forwards and other contracts.      This market-
making activity includes the purchase,     sale, marketing and
delivery of natural gas,    electricity,  liquids and other
commodities, as well as the management of wholesale     Services~ own
portfolio of contracts.     Contracts associated with this activity
are accounted for using the mark-to-market method of accounting.
See Note 1 to the Consolidated Financial statements.      wholesale
Services' market-makin9 activity is facilitated through a network
of capabilities includin9 selective asset ownership.      Accordingly,
certain assets involved in the delivery of these services are
included in this business (such as intrastate natural gas pipelines,
gas storage facilities and certain electric generation assets).
   wholesale services markets, transports and provides energy
commodities as reflected in the following table (including
intercompany amounts):
<TABLE>
<CAPTION>
						  2000     1999        1998
<5>                                             <C>       <C>         <C>
Physi cal vol umes (BBtue/d) (a) (b)
Gas:
  united States                                  17,674     8,982      7,418
  Canada                                          6,359     4,398      3,486
  Europe and Other                                3,637     1,572      1,251
						 27,670    14,952     12,155
Transportation volumes                              649       575        559
     Total gas volumes                           28,319    15,527     12,714
Crude oil and Liquids                             6,088     6,160      3,570
El ectri city(c)                                 17,308    10,742     11,024
     Total physical volumes (BBtue/d)            51,715    32,429     27,308
Electricity volumes (thousand MWh)
  United States                                 578,787   380,518    401,843
  Europe and Other                               54,670    11,576        529
     Total                                      633,457   392,094    402,372
Financial  settlements (notional,   BBtue/d)    196,148    99,337     75,266
<EN>
(a)  Billion British thermal    units equivalent per day.
(b)  Includes third-party transactions by Enron Energy Services.
(c)  Represents electricity volumes,    converted to Bstue/d.
</TABLE>

   Earnings from commodity sales and services increased $1.0
billion (160%) in 2000 as compared to 1999.      Increased profits
from North American gas and power marketing operations,     European
power marketing operations as well as the value of new
businesses, such as pulp and paper,    contributed to the earnings
					  Page 39



				000102 4401-01- 500010 [1]
growth of Enron's commodity sales and services business.
continued market leadership in terms of volumes transacted,
significant increases in natural gas prices and price volatility
in both the gas and power markets were the key contributors to
increased profits in the gas and power intermediation businesses.
In late 1999, wholesale Services launched an Internet-based
Ecommerce system,  Enrononline, which allows wholesale customers
to view Enron's real time pricin9 and to complete commodity
transactions with Enron as principal, with no direct interaction.
In its first full year of operation,   EnronOnline positively
impacted wholesale volumes, which increased 59 percent over 1999
level s.
   Earnings from commodity sales and services increased $217
million (53%) in 1999 as compared to 1998,   reflecting strong
results from the intermediation businesses in both North America
and Europe, which include delivery of energy commodities and
associated risk management products.   wholesale Services also
successfully mana9ed it~ overall  portfolio of contracts,
particularly in minimizing credit exposures utilizing third-party
contracts.  New product offerings in coal and pulp and paper
markets also added favorably to the results.
   Assets and Investments.    Enron's wholesale businesses make
investments in various energy and certain related assets as a
part of its network strategy.   wholesale Services either
purchases the asset from a third party or develops and constructs
the asset.  In most cases, wholesale Services operates and
manages such assets.   Earnings from these investments principally
result from operations of the assets or sales of ownership
interests.
   Additionally, wholesale Services invests in debt and equity
securities of energy and technology-related businesses, which may
also utilize wholesale Services'  products and services.   With
these merchant investments,   Enron's influence is much more
limited relative to assets Enron develops or constructs.
Earnings from these activities, which are accounted for on a
fair value basis and are included in revenues,   result from
changes in the market value of the securities.   wholesale Services
uses risk management disciplines,  including hedgin9 transactions,
to manage the impact of market price movements on its merchant
investments.  See Note 4 to the Consolidated Financial Statements
for a summary of these investments.
   Earnings from assets and investments increased $39 million
(5%) in 2000 as compared to 1999 as a result of an increase in
the value of wholesale Services5 merchant investments,    partially
offset by lower gains from sales of energy assets.    Earnings from
asset operations were comparable to 1999 levels.    Earnings from
merchant investments were positively impacted by power-related
and energy investments,  partially offset by the decline in value
of technology-related and certain energy-intensive industry
investments.  Gains on sales of energy assets in 2000 included
the monetization of certain European energy operations.
   Earnings from assets and investments increased $141 million
(20%) in 1999 as compared to 1998.   During 1999,  earnings from
wholesale Services'  energy-related assets increased,   reflecting
the operation of the Dabhol   Power Plant in India, ownership in
Elektro Eletricidade e Servicos S.A.   (Elektro), a Brazilian
electric utility,  and assets in various other developing markets.
wholesale Services' merchant investments increased in value
					Page 40



				 0001024401-01- 500010 [1]
during the year due to the expansion into certain technology-
related investments,   partially offset by a decline in the value
of certain energy investments.    In addition, wholesale Services'
1999 earnings increased due to development and construction
activities, while gains on sales of energy assets declined.

   unallocated Expenses.    Net unallocated expenses such as
systems expenses and performance-related costs increased in 2000
due to growth of wholesale Services'   existing businesses and
continued expansion into new markets.

Outlook
in In 2000, wholesale Services reinforced its leading positions
   the natural gas and power markets in both North America and
Europe.   In the coming year, wholesale Services plans to continue
to expand and refine its existing energy networks and to extend
its proven business model to new markets and industries.
   In 2001, wholesale Services plans to continue to fine-tune its
already successful existing energy networks.     In North America,
Enron expects to complete the sale offive of its peaking power
plants located in the Midwest and its intrastate natural gas
	    In each case, market conditions,   such as increased
 ipeline
 iquidity,  have diminished the need to own physical assets.    For
energy networks in other geographical areas where liquidity may
be an issue,  Enron will evaluate whether its existing network
will  benefit from additional physical assets.    The existing networks
in North America and Europe should continue to provide opportunities
for sustained volume growth and increased profits.
   The combination of knowledge gained in building networks in
key energy markets and the application of new tech no logy,   such as
Enrononline,  is expected to provide the basis to extend Wholesale
Services'  business model to new markets and industries.    In key
international markets, where deregulation is underway,    Enron
plans to build energy networks by using the optimum combination
of acquiring or constructing physical assets and securing
contractual access to third party assets.     Enron also plans to
replicate its business model to new industrial markets such as
metals,   pulp, paper and lumber, coal and steel.    Enron expects to
use its Ecommerce platform,   EnronOnline, to accelerate the
penetration into these industries.
   Earnings from wholesale Services are dependent on the
origination and completion of transactions,    some of which are
individually significant and which are impacted by market
conditions,  the regulatory environment and customer
relationships.   wholesale Services' transactions have
historically been based on a diverse product portfolio,    providing
a solid base of earnings.    Enron 's strengths, including its
ability to identify and respond to customer needs,    access to
extensive physical assets and its integrated product offerings,
are important drivers of the expected continued earnings growth.
In addition,  significant earnings are expected from wholesale
Services~  commodity portfolio and investments, which are subject
to market fluctuations.    External factors,  such as the amount of
volatility in market prices,   impact the earnings opportunity
associated with wholesale Services'    business.  Risk related to
these activities is managed using naturally offsetting
transactions and hedge transactions.    The effectiveness of
Enron s risk management activities can have a material    impact on
future earnings.    See "Financial Risk Management" for a
discussion of market risk related to wholesale Services.
					 Page 41



				0001024401-01- 500010 [1]
Retail  Energy Services
    Energy Services sells or manages the delivery of natural gas,
electricity,  liquids and other commodities to industrial and
commercial  customers located in North America and Europe.    Energy
Services also provides outsourcing solutions to customers for
full  energy management.   This integrated product includes the
management of commodity delivery, energy information and energy
assets,  and price risk management activities.    The commodity portion
of the contracts associated with this business are accounted for
using the mark-to-market method of accounting.     See Note 1 to
the Consolidated Financial   Statements.
<TABLE>
<CAPTION>
(In millions)                                 2000     1999     1998
<5>                                          <C>      <C>      <C>
Revenues                                     $4,615   $1,807   $1,072
Cost of sales                                 4,028    1,551       955
Operating expenses                              449      308       210
Depreciation and amortization                    38       29        31
Equity losses                                   (60)       -        (2)
Other,  net                                      63       13         7
  IBIT before items impacting
    comparability                               103      (68)    (119)
Items impacting comparability:
    Gain   on The New Power Company
     stock issuance                             121
  Retail   Energy Services charges              (59)
Income (loss) before interest, minority
 interests and taxes                         $  165   $  (68)   $ (119)
</TABLE>
Operating Results
    Revenues and gross margin increased $2,808 million and $331
million,   respectively, in 2000 compared to 1999, primarily
resulting from execution of commitments on its existing customer
base,   lon9-term energy contracts ori9inated in 2000 and the
increase in the value of Energy Services     contract portfolio.
Operating expenses increased as a result of costs incurred in
building the capabilities to deliver services on existing
customer contracts and in building Energy Services' outsourcing
business in Europe.    other, net in 2000 consisted primarily of
9ains associated with the securitization of non-merchant equity
instruments.    Equity losses reflect Energy Services'  portion of
losses of The New Power Company.

	     acting comparability in 2000 included a pre-tax gain
of $121 mil~ion related to the issuance of common stock by The
New Power Company and a charge of $59 million related to the
write-off of certain information technology and other costs.
The New Power Company, which is a p proximately 45 percent owned
by Enron, was formed to provide electricity and natural gas to
residential and small   commercial customers in deregulated
energy markets in the united States.
Outlook
    During 2001, Energy Services anticipates continued growth in
the demand for retail energy outsourcing solutions.     Energy
Services will deliver these services to its existing customers,
while continuing to expand its commercial and industrial    customer
base for total  energy outsourcing.   Energy Services also plans to
					 Page 42



				000102 4401-01- 500010 [1]
continue integrating its service delivery capabilities,
extend its business model to related mare sand offer new
products.
Broadband Servi ces
   In implementing Enron 's network strategy,  Broadband Services
is constructing the Enron Intelligent Network, a nationwide
fiber optic network that consists of both fiber deployed by Enron
and acquired capacity on non-Enron networks and is managed by
Enron's Broadband Operating System software.     Enron is extending
its market-makin   and risk management skills from its energy
business to deve ~op the bandwidth intermediation business to help
customers manage unexpected fluctuation in the price,    supply and
demand of bandwidth.    Enron's bandwidth-on-demand platform allows
delivery of hi g h-bandwidth media-rich content such as video
streaming,  high capacity data transport and video conferencing.
Broadband Services also makes investments in companies with
related technologies and with the potential for capital
appreciation.   Earnings from these merchant investments, which
are accounted for on a fair value basis and are included in
revenues,  result from changes in the market value of the
securities.   Broadband Services uses risk mana9ement disciplines,
including hedging transactions, to manage the impact of market
price movements on its merchant investments.     Broadband Services
also sells interests in certain investments and other assets to
improve liquidity and overall   return, the timing of which is
dependent on market conditions and management's expectations of
the investment's value.
   The components of Broadband Services'    businesses include the
development and construction of the Enron Intelligent Network,
sales of excess fiber and software,   bandwidth intermediation
and the delivery of content.    Significant components of Broadband
Services'  results are as follows:
<TABLE>
<CAPTION>
(In millions)                               2000
<5>                                         <C>
Gross margin                                $318
Operating expenses                           305
Depreciation and amortization                 77
other,  net                                   4
   Loss before interest, minority
    interests and taxes                     $(60)
</TABLE>
   Broadband Services recognized a loss before interest, minority
interests and taxes of $60 million in 2000.    Gross margin
included earnings from sales of excess fiber capacity,    a
significant increase in the market value of Broadband Services~
merchant investments and the monetization of a portion of Enron's
broadband content delivery platform.    Expenses incurred during
the period include expenses related to building the business and
depreciation and amortization.
Outlook
   Broadband Services is extending Enron 's proven business model
to the communications industry.    In 2001,  Enron expects to
further develop the Enron Intelligent Network, a global    broadband
network with broad connectivity potential to both buyers and
sellers of bandwidth through Enron's pooling points.     In
					 Page 43



				0001024401-01- 500010 [1]
addition, Enron expects to further deploy its proprietary
Broadband operating System across the Enron Intel] igent Network,
enabling Enron to manage bandwidth capacity independent of owning
the underlying fiber.   Broadband Services expects its
intermediation transaction level to increase significantly in
2001 as more market participants connect to the    ooling points
and transact with Enron to manage their bandwidt~ needs.    The
availability of Enron's bandwidth intermediation products and
prices on EnronOnline are expected to favorably impact the volume
of transactions.   In 2001, Broadband Services expects to continue
to expand the commercial  roll-out of its content service
offerings including video-on-demand.   Enron expects the volume of
content delivered over its network to increase as more content
delivery contracts are signed and as more distribution partner
locations are connected.
Corporate and other
   Significant components of Corporate and other's IBIT are as
follows:
<TABLE>
<CAPTION>
(In millions)                                      2000    1999    1998
<5>                                               <C>      <C>     <C>
IBIT before items impacting comparability         $(289)   $(17)   $   7
Items impacting comparability:
  Charge to reflect impairment by Azurix           (326)
  Gains on exchange and sales of Enron Oil
   & Gas Company (EoG) stock                          -     454       22
  Charge to reflect impairment of MTBE assets
   and losses on contracted MTBE production           -    (441)     (61)
Loss before interest, minority interests
 and taxes                                        $(615)   $ (4)   $(32)
</TABLE>
   Results for Corporate and Other in 2000 reflect operating
losses from Enron' 5 investment in Azurix (excluding the
impairments discussed below) and increased information technology,
employee compensation and corporate-wide expenses.
   Results for Corporate and Other in 1999 were impacted by
higher corporate expenses,  partially offset by increased earnings
from EREC resulting from increased sales volumes from its German
manufacturing subsidiary and from the completion and sale of
certain domestic wind projects.   Enron also recognized higher
earnings related to Azurix.   Results in 1998 were favorably
impacted by increases in the market value of certain corporate-
managed financial  instruments, partially offset by higher
corporate expenses.
   Items impacting comparability in 2000 included a $326 million
charge reflecting Enron's portion of impairments recorded by
Azurix related to assets in Argentina.   Items impacting comparability
in 1999 included a pre-tax gain of $454 million on the exchange and
sale of Enron's interest in EOG (see Note 2 to the Consolidated
Financial Statements) and a $441 million pre-tax charge for the
impairment of its MTBE assets (see Note 17 to the Consolidated
Financial Statements).
   During 1998, Enron recognized a pre-tax gain of $22 million on
the delivery of 10.5 million shares of EOG stock held by Enron as
					Page 44



				 0001024401-01- 500010 [1]
repayment of mandatorily exchangeable debt.     Enron also recorded
a $61 million charge to reflect losses on contracted MTBE
production.
Interest and Related Charges,   Net
   Interest and related charges,   net of interest capitalized
which totaled $38 million,   $54 million and $66 million for 2000,
1999 and 1998,  respectively,  increased to $838 million in 2000
from $656 million in 1999 and $550 million in 1998.     The increase
in 2000 as compared to 1999 was primarily a result of increased
long-term debt levels,   increased average short-term borrowings,
short-term debt assumed as a result of the acquisition of MG plc
and higher interest rates in the U.S.    The increase was partially
offset by the replacement of debt related to a Brazilian subsidiary
with lower interest rate debt.
   The increase in 1999 as compared to 1998 was primarily due to
debt issuances and debt related to a Brazilian subsidiary,     partially
offset by a decrease in debt related to EOG following the sale and
exchan9e of Enron's interests in August 1999.     See Note 2 to the
consolidated Financial   Statements.
Minority Interests
   Minority interests include the following:
<TABLE>
<CAPTION>
(In millions)                               2000   1999    1998
<5>                                         <C>    <C>     <C>
El ektro(a)                                 $33    $39     $   -
Majority-owned limited liability
 company and limited partnerships            105      71       -
Enron Oil & Gas Company                        -      2       24
Other                                         16      23      53
   Total                                    $154   $135    $ 77
<FN>
(a) Relates to the respective parents of Elektro, which had
    minority shareholders in 2000 and 1999.     See Note 8 to
    the Consolidated Financial    Statements.
</TABLE>
   Minority interests include Elektro beginning January 1,     1999,
a majority-owned limited liability company and majority-owned
limited partnerships since their formation during 1998 through
2000 and EOG until the exchange and sale of Enron's interests
in August 1999 (see Note 2 to the Consolidated Financial    Statements).

Income Tax Expense
   Income tax expense increased in 2000 as compared to 1999
primarily as a result of increased earnings,    decreased equity
earnin9s and decreased tax benefits related to the foreign tax
rate differential,   partiall  offset by an increase in the
differences between the boor and tax basis of certain assets and
stock sales.
   Income tax expense decreased in 1999 compared to 1998
primarily as a result of increased equity earnings,    tax benefits
related to the foreign tax rate differential and the audit
settlement related to Monthly Income Preferred Shares,    partially
offset by increased earnings.

					 Page 45



				000102 4401-01- 500010 [1]
Cumulative Effect of Accounting Changes
    In 1999, Enron recorded an after-tax charge of $131 million to
reflect the initial   adoption (as of January 1,  1999) of two new
accounting pronouncements,   the AICPA Statement of Position 98-5
(SoP 98-5),  "Reporting on the Costs of Start-up Activities," and
the Emerging Issues Task Force Issue No.    98-10,  "Accounting for
Contracts Involved in Energy Trading and Risk Management
Activities."   The 1999 charge was primarily related to the
adoption of SOP 98-5.
NEW ACCOUNTING PRONOUNCEMENTS
    In 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
133,  "Accountin9 for Derivative Instruments and Hedging
Activities," which was subsequently amended by SFAS No.    137 and
SFAS No.  138.  SFAS No.  133 must be applied to all
derivative instruments and certain derivative instruments
embedded in hybrid instruments and requires that such instruments
be recorded in the balance sheet either as an asset or liability
measured at its fair value through earnings, with special
accounting allowed for certain qualifying hedges.     Enron will
adopt SFAS No.  133 as of January 1,  2001.   Due to
the adoption of SFAS No.   133, Enron will  recognize
an after-tax non-cash loss of approximately $5 million in
earnings and an after-tax non-cash gain in "Other Comprehensive
Income," a component of shareholders' equity, of approximately
$22 million from the cumulative effect of a chan9e in accounting
principle.   Enron will also reclassify $532 million from "Long-
Term Debt" to "Other Liabilities" due to the adoption.
    The total impact of Enron's adoption of SFAS No.   133
on earnings and on "other Comprehensive Income" is
dependent upon certain pending interpretations, which are
currently under consideration,   including those related to
"normal  purchases and normal  sales" and inflation escalators
included in certain contract payment provisions.     The
interpretations of these issues, and others, are currently under
consideration by the FASS.    While the ultimate conclusions
reached on interpretations being considered by the FASB could
impact the effects of Enron's adoption of SFAS No.    133,
Enron does not believe that such conclusions would have a material
effect on its current estimate of the impact of adoption.
FINANCIAL CONDITION
Cash Flows
<TABLE>
<CAPTION>
(In millions)                     2000       1999      1998
<5>                             <C>        <C>       <C>
cash provided by (used in):
    operating activities        $ 4,779    $ 1,228   $ 1,640
    Investing activities         (4,264)    (3,507)   (3,965)
    Financing activities             571     2,456     2,266
</TABLE>
    Net cash provided by operating activities increased $3,551
million in 2000,   primarily reflecting decreases in working
capital,  positive operating results and a receipt of cash
associated with the assumption of a contractual obligation.
					 Page 46



				 0001024401-01- 500010 [1]
Net cash provided by operating activities decreased $412
million in 1999,   primarily reflecting increases in workin9
capital and net assets from price risk management activities,
partially offset by increased earnings and higher proceeds from
sales of merchant assets and investments.     The 1998 amount
reflects positive operating cash flow from Enron's major
business segments,   proceeds from sales of interests in energy-
related merchant assets and cash from timing and other changes
related to Enron s commodity portfolio,   partially offset by new
investments in merchant assets and investments.
   Net cash used in investin9 activities primarily reflects
capital expenditures and equity investments, which total    $3,314
million in 2000,   $3,085 million in 1999 and $3,564 million in
1998, and cash used for business acc~uisitions.    See "Capital
Expenditures and Equity Investments'   below and see Note 2 to
the Consolidated Financial   Statements for cash used for business
acquisitions.   Partially offsetting these uses of cash were proceeds
from sales of non-merchant assets,   including certain equity instruments
by Energy Services and an international power project, which totaled
$494 million in 2000.    Proceeds from non-merchant asset sales were
$294 million in 1999 and $239 million in 1998.

   Cash provided by financing activities in 2000 included
proceeds from the issuance of subsidiary equity and the issuance
of common stock related to employee benefit plans,    partially
offset by payments of dividends.    Cash provided by financing
activities in 1999 included proceeds from the net issuance of
short- and long -term debt,  the issuance of common stock and
the issuance of subsidiary equity,   partially offset by payments
of dividends.   Cash provided by financing activities in 1998
included proceeds from the net issuance of short- and long-term
debt,  the issuance of common stock and the sale of a minority
interest in a subsidiary,   partially offset by payments of dividends.
Capital  Expendi tu res and Equity Investments
   Capital  expenditures by operating segment are as follows:
<TABLE>
<CAPTION>
				     2001
(In millions)                       Estimate   2000      1999    1998
<5>                                 <C>       <C>      <C>       <C>
Transportation and Distribution     $  140    $ 270    $   316   $  310
wholesale Services                     570     1,280     1,216      706
Retail Energy Services                   50       70       64        75
Broadband Services                     700      436         -
Exploration and Production                         -       226      690
Corporate and Other                      40     325        541      124
  Total                             $1,500    $2,381   $2,363    $1,905
</TABLE>

   Capital  expenditures increased $18 million in 2000 and
$458 million in 1999 as compared to the previous year.
Capital  expenditures in 2000 primarily relate to construction of
power plants to extend Wholesale Services'    network and fiber
optic network infrastructure for Broadband Services.     During
1999, wholesale Services expenditures increased due primarily to
construction of domestic and international power plants.     The
1999 increase in Corporate and Other reflects the purchase of
certain previously leased MTBE-related assets.

					 Page 47



				 000102 4401-01- 500010 [1]
   cash used for investments in equity affiliates by the
operating segments is as follows:

<TABLE>
<CAPTION>
(in millions)                                2000   1999    1998
<5>                                          <C>    <C>    <C>
Transportation and Distribution              $  1   $  -   $   27
wholesale Services                            911    712      703
Corporate and Other                            21     10      929
  Total                                      $933   $722   $1,659
</TABLE>

   Equity investments in 2000 relate primarily to capital
invested for the ongoing construction,   by a joint venture,  of a
power plant in India as well as other international    investments.
Equity investments in 1999 relate primarily to an investment in a
joint venture that holds gas distribution and related
businesses in South Korea and the power plant project in India.
   The level of spending for capital expenditures and equity
investments will vary depending upon conditions in the energy and
broadband markets,   related economic conditions and identified
opportunities.   Management expects that the capital   spending
program will  be funded by a combination of internally generated
funds,  proceeds from dispositions of selected assets and short-
and long-term borrowings.
working Capital
   At December 31,   2000, Enron had working capital of $2.0
billion.    If a working capital deficit should occur,  Enron has
credit facilities in place to fund working capital    requirements.
At December 31,  2000,  those credit lines provided for up to $4.2
billion of committed and uncommitted credit, of which $290
million was outstanding.    Certain of the credit agreements
contain prefundin9 covenants.    However,  such covenants are not
expected to restrict Enron '5 access to funds under these
agreements.   In addition,  Enron sells commercial paper and has
a9reements to sell trade accounts receivable, thus providing
financing to meet seasonal workin9 capital needs.     Management
believes that the sources of funding described above are
sufficient to meet short- and long-term liquidity needs not met
by cash flows from operations.
CAPITALIZATION

   Total  capitalization at December 31,   2000 was $25.0 billion.
Debt as a percentage of total    capitalization increased to 40.9%
at December 31,  2000 as compared to 38.5% at December 31,   1999.
The increase in the ratio primarily reflects increased debt
levels and the impact on total   equity of the decline in the value
of the British pound sterling.    This was partially offset by the
issuances,   in 2000, of Enron common stock and the contribution of
common shares (see Note 16 to the Consolidated Financial
Statements).   The issuances of Enron common stock primarily related
to the acquisition of a minority shareholder's interest in Enron Energy
Services,   LLC and the exercise of employee stock options.
   Enron is a party to certain financial    contracts which contain
provisions for early settlement in the event of a significant
market price decline in which Enron's common stock falls below
certain levels (prices ranging from $28.20 to $55.00 per share)
					 Page 48



				0001024401-01- 500010 [1]
or if the credit ratings for Enron's unsecured,    senior long-term
debt obligations fall   below investment grade.   The impact of this
early settlement could include the issuance of additional    shares
of Enron common stock.
   Enron 's senior unsecured long-term debt is currently rated
BBB+ by Standard & Poor's Corporation and Fitch IBCA and Baal by Moody's
Investor Service.    Enron's continued investment grade status is
critical to the success of its wholesale businesses as well    as
its ability to maintain adequate liquidity.     Enron's management
believes it will   be able to maintain its credit rating.
ITEM 7A.  FINANCIAL RISK MANAGEMENT

   wholesale Services offers price risk management services
primarily related to commodities associated with the energy
sector (natural gas,   electricity, crude oil and natural gas
liquids).  Energy Services and Broadband Services also offer
price risk management services to their customers.    These
services are provided through a variety of financial    instruments
including forward contracts, which may involve physical delivery,
swap agreements, which may require payments to (or receipt of
payments from) counterparties based on the differential    between a
fixed and variable price for the commodity, options and other
contractual arrangements.   Interest rate risks and foreign
currency risks associated with the fair value of wholesale
Services'  commodities portfolio are managed using a variety
of financial  instruments,  including financial  futures, swaps
and options.
   On a much more limited basis,   Enron's other businesses also
enter into financial   instruments such as forwards,  swaps and
other contracts primarily for the purpose of hedging the impact
of market fluctuations on assets,   liabilities,  production or
other contractual   commitments.  Changes in the market value of
these hedge transactions are deferred until the gain or loss is
recognized on the hedged item.
   Enron manages market risk on a portfolio basis,    subject to
parameters established by its Board of Directors. Market risks
are monitored by an independent risk control group operating
separately from the units that create or actively manage these
risk exposures to ensure compliance with Enron's stated risk
management policies.
Market Risk
   The use of financial   instruments by Enron's businesses may
expose Enron to market and credit risks resulting from adverse
chan9es in commodity and equity prices,    interest rates and
foreign exchange rates.     For Enron's businesses, the major market
risks are discussed below:
   Commodity Price Risk.    Commodity price risk is a consequence
of providing price risk management services to customers.     As
discussed above,   Enron actively manages this risk on a portfolio
basis to ensure compliance with Enron's stated risk management
pol i ci es.
   Interest Rate Risk.   Interest rate risk is also a consequence
of providing p rice risk management services to customers and
having variable rate debt obligations, as changing interest rates
impact the discounted value of future cash flows.    Enron utilizes
forwards,  futures,  swaps and options to manage its interest rate
					 Page 49



				0001024401-01- 500010 [1]
risk.
   Foreign Currency Exchange Rate Risk.    Foreign currency exchange
rate risk is the result of Enron's international operations and
p rice risk management services provided to its worldwide customer
bas~.. The primary purpose of Enron's foreign currency hedging
activities is to protect against the volatility associated with
foreign currency purchase and sale transactions.    Enron primarily
utilizes forward exchan~e contracts,   futures and purchased
options to manage Enron s risk profile.
     Equity Risk.  Equity risk arises from Enron's participation
in investments.  Enron 9enerally manages this risk by hedging
specific investments using futures,   forwards,  swaps and options.
   Enron evaluates, measures and manages the market risk in its
investments on a daily basis utilizing value at risk and other
methodolo9ies.  The quantification of market risk using value at
risk provides a consistent measure of risk across diverse markets
and products. The use of these methodologies requires a number of
key assumptions including the selection of a confidence level for
expected losses, the holding period for liquidation and the
treatment of risks outside the value at risk methodologies,
including liquidity risk and event risk.    Value at risk
represents an estimate of reasonably possible net losses in
earnings that would be recognized on its investments assumin9
hypothetical movements in future market rates and no change in
positions.  value at risk is not necessarily indicative of actual
results which may occur.
value at Risk
     Enron has performed an entity-wide value at risk analysis of
virtually all of Enron's financial    instruments, including price
risk management activities and merchant investments.     Value at
risk incorporates numerous variables that could impact the fair
value of Enron's investments,   including commodity prices,
interest rates, foreign exchange rates,    equity prices and
associated volatilities, as well as correlation within and across
these variables.   Enron estimates value at risk for commodity,
interest rate and foreign exchange exposures using a model    based
on Monte carlo simulation of delta/gamma positions which captures
a significant portion of the exposure related to option
positions.  The value at risk for equity exposure discussed above
is based on J.P. Morgan's RiskMetrics(TM) approach.      Both value at
risk methods utilize a one-day holding period and a 95%
confidence level,  cross-commodity correlations are used as
appropriate.
   The use of value at risk models allows management to ag9regate
risks across the company,  compare risk on a consistent basis and
identify the drivers of risk.     Because of the inherent
limitations to value at risk,   including the use of delta/gamma
approximations to value options,    subjectivity in the choice of
liquidation period and reliance on historical data to calibrate
the models, Enron relies on value at risk as only one component
in its risk control process.    In addition to using value at risk
measures,  Enron performs regular stress and scenario analyses to
estimate the economic impact of sudden market moves on the value
of its portfolios.   The results of the stress testing,   along with
the professional judgment of experienced business and risk
managers, are used to supplement the value at risk methodology
and capture additional market-related risks,    including
volatility, liquidity and event,    concentration and correlation
					 Page 50



				 000102 4401-01- 500010 [1]
risks.
   The following table illustrates the value at risk for each
component of market risk:
<TABLE>
<CAPTION>
				December 31,       Year ended December 31,  2000
							       High             Low
(In millions)                   2000   1999    Average(a)   valuation(a)    valuation(a)

<5>                              <C>   <C>        <C>          <C>              <C>
Trading Market Risk:
  Commodity price(b)             $66   $21        $50            $81            $23
  Interest rate                    -      -         -              -
  Foreign currency
   exchange rate                   -      -         -              -
  Equity(c)                       59     26        45             59             36
Non-Trading Market Risk(d):
  Commodity price                  2      1         2              5              2
  Interest rate                    -      2         1              2
  Foreign currency
   exchange rate                   8      4         8             10              4
  Equity                           7      3         6              7              5
<EN>
(a)   The average value presents a twelve month average of the
      month-end values.   The high and low valuations for each market
      risk component represent the highest and lowest month-end value
      during 2000.
(b)   In 2000, increased natural ~as prices combined with
      increased p rice volatility in power and ~as markets caused
      Enron '5 value at risk to increase significantly.
(c)   Enron's equity trading market risk primarily relates to
      merchant investments (see Note 4 to the Consolidated Financial
      Statements).   In 2000, the value at risk model  utilized for
      equity trading market risk was refined to more closely correlate
      with the valuation methodologies used for merchant activities.
(d)   Includes only the risk related to the financial   instruments
      that serve as hedges and does not include the related underlying
      hedged item.
</TABLE>

Accounting Policies
   Accounting policies for price risk management and hed9ing
activities are described in Note 1 to the Consolidated Financial
Statements.

			INFORMATION REGARDING
		     FORWARD-LOOKING STATEMENTS
   This Report includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchanqe Act of 1934.     All
statements other than statements of historical facts
contained in this document are forward-looking statements.
Forward-looking statements include,   but are not limited to,
statements relating to expansion opportunities for the
Transportation Services,   extension of Enron's business model to
new markets and industries, demand in the market for broadband
services and high bandwidth applications, transaction volumes in
					 Page 51



				 000102 4401-01- 500010 [1]
the U.S.  power market,  commencement of commercial operations of
new power plants and pipeline projects,    completion of the sale
of certain assets and growth in the demand for retail    energy
outsourcing solutions.    when used in this document,  the words
"anticipate," "believe," "estimate," "expects," "intend," "may,'1
"project," "plan," "should" and similar expressions are intended
to be among the statements that identify forward-looking
statements.   Although Enron believes that its expectations
reflected in these forward-looking statements are based on
reasonable assumptions,   such statements involve risks and
uncertainties and no assurance can be given that actual     results
will be consistent with these forward-looking statements.
Important factors that could cause actual    results to differ
materially from those in the forward-looking statements herein
include success in marketing natural gas and power to wholesale
customers;  the ability of Enron to penetrate new retail   natural
gas and electricity markets (including energy outsourcing
markets) in the United States and foreign jurisdictions;
development of Enron's broadband network and customer demand for
intermediation and content services;   the timing,  extent and
market effects of deregulation of energy markets in the united
States,  including the current energy market conditions in
California,  and in foreign jurisdictions; other regulatory
developments in the united States and in foreign countries,
including tax legislation and regulations;    political developments
in foreign countries; the extent of efforts by governments to
privatize natural gas and electric utilities and other
industries; the timing and extent of changes in commodity prices
for crude oil,  natural gas,  electricity,  foreign currency and
interest rates; the extent of success in acquiring oil and gas
properties and in discovering,   developing,  producin~ and
marketing reserves;   the timing and success of Enron s efforts to
develop international   power,  pipeline and other infrastructure
projects;  the effectiveness of Enron's risk management
activities;  the ability of counterparties to financial    risk
management instruments and other contracts with Enron to meet
their financial  commitments to Enron; and Enron's ability to
access the capital markets and equity markets during the periods
covered by the forward-looking statements, which will depend on
general market conditions and Enron's ability to maintain the
credit ratings for its unsecured senior long-term debt obligations.
<PAGE>

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required hereunder is included in this
report as set forth in the "Index to Financial    Statements"
on page F-i.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
	 ACCOUNTING AND FINANCIAL DISCLOSURE

	 None.

			    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by Item 10 of Form 10-K
relating to directors who are nominees for election as
					 Page 52



				000102 4401-01- 500010 [1]
directors at Enron's Annual Meeting of Shareholders to be
held on May 1,   2001 is set forth under the caption entitled
"Election of Directors" in Enron's Proxy Statement, and is
incorporated herein by reference.
      The information required by Item 10 of Form 10-K with
respect to executive officers is set forth in Part I of this
Form 10-K under the heading "Current Executive Officers of
the Registrant".
      Section 16(a) of the Securities Exchange Act of 1934
requires Enron's executive officers and directors, and
persons who own more than 10% of a registered class of
Enron's equity securities,   to file reports of ownership and
changes in ownershi p with the SEC and the New York Stock
Exchange.   Based sol ely on its review of the copies of such
reports received by it, or written representations from
certain reporting persons that no Forms 5 were required for
those persons,   Enron believes that during 2000,  its
executive officers,   directors and greater than 10%
shareholders complied with all applicable filing
requirements, with the exception that:    three transactions,
all  reflecting the deemed acquisition and disposition of
common stock upon the exercise of derivative phantom stock
units on January 24,   2000, for either cash or phantom units
in the Enron Deferral   Plan, for each of John C.  Baxter,
Richard B.  Buy, Andrew S.  Fastow, Mark A.  Frevert and
Kenneth D.  Rice were not timely reported; one exempt stock
option grant for J. Mark Metts and one exempt phantom stock
unit grant for John wakeham were not timely reported;    and
Lawrence Ruben did not timely file one report containing a
private transaction with family members.
      There are no family relationships among the officers
listed,  and there are no arrangements or understandings
pursuant to which any of them were elected as officers.
Officers are appointed or elected annually by the Board of
Directors at its first meeting following the Annual Meeting
of Shareholders,  each to hold office until the corresponding
meeting of the Board in the next year or until a successor
shall  have been elected,  appointed or shall  have qualified.
Item 11.   EXECUTIVE COMPENSATION
      The information regarding executive compensation is set
forth in the Proxy Statement under the captions
"Compensation of Directors and Executive Officers --Director
Compensation;  Executive Compensation;  Stock Option Grants
During 2000; Aggre9ated Stock Option/SAR Exercises During
2000 and Stock Option/SAR Values as of December 31,     2000;
Retirement and Supplemental   Benefit Plans;  Severance Plans;
Employment Contracts;   and Certain Transactions", and is
incorporated herein by reference.
Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
	   AND MANAGEMENT

 (a) Security ownership of certain beneficial owners

      The information regarding security ownership of certain beneficial
      owners is set forthint he Proxy Statement under the caption
      "Election of Directors - security Ownership of Certain Beneficial
      Owners", and is incorporated herein by reference.
					 Page 53



				0001024401-01- 500010 [1]
 (b) Security ownership of management
      The information regarding security ownership of management is set
      forth in the Proxy Statement under the caption "Election of Directors
      - Stock Ownership of Management and Board of Directors as of
      February 15, 2001",  and is incorporated herein by reference.
 (c)   Changes in control
       None.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information regarding certain relationships and
related transactions is set forth in the Proxy Statement
under the caption "Certain Transactions" and    'Compensation
Committee Interlocks and Insider Participation",    and is
incorporated herein by reference.

			     PART IV

Item 14.   EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND
	   REPORTS ON FORM 8-K

(a)(1) and (2)  Financial Statements and Financial Statement
Schedules.   See "Index to Financial Statements" set forth on
page F-i.

(a)(3)     Exhibits:
*3.01    - Amended and Restated Articles of Incorporation of
	   Enron Oregon Corp.  (Annex E to the Proxy
	   Statement/Prospectus included in Enron's
	   Registration Statement on Form S-4 - File No.   333-
	   13791).
 *3.02   - Articles of Merger of Enron Oregon Corp., an Oregon
	   corporation,  and Enron Corp., a Delaware
	   corporation (Exhibit 3.02 to Post-Effective
	   Amendment No.  1 to Enron's Registration Statement
	   on Form S-3 - File No.  33-60417).
 *3.03   - Articles of Merger of Enron Corp.,   an Oregon
	   corporation,  and Portland General corporation,  an
	   Oregon corporation (Exhibit 3.03 to Post-Effective
	   Amendment No.  1 to Enron's Registration Statement
	   on Form S-3 - File No.  33-60417).
 *3*Q4   - Bylaws of Enron (Exhibit 3.04 to Post-Effective
	   Amendment No.  1 to Enron's Registration Statement
	   on Form S-3 - File No.  33-60417).
 *3Q5    - Articles of Amendment of Enron:    Form of Series
	   Designation for the Enron Convertible Preferred
	   Stock (Annex F to the Proxy Statement/Prospectus
	   included in Enron's Registration Statement on Form
	   S-4 - File No.  333-13791).
 *306    - Articles of Amendment of Enron:    Form of Series
	   Designation for the Enron 9.142% Preferred Stock
	   (Annex G to the Proxy Statement/Prospectus included
					 Page 54



			      0001024401-01- 500010 [1]
	 in Enron's Registration Statement on Form 5-4 -
	 File No. 333-13791).
*3Q7   - Articles of Amendment of Enron:   Statement of
	 Resolutions Establishing Series A Junior Voting
	 Convertible Preferred Stock (Exhibit 3.07 to
	 Enron's Registration Statement on Form 5-3 - File
	 No. 333-44133).
*308   - Articles of Amendment of Enron:   Statement of
	 Resolutions Establishing A Series of Preferred
	 Stock of Enron Corp.  - Mandatorily Convertible
	 Single Reset Preferred Stock,   Series A (Exhibit
	 4.01 to Enron's Form 8-K filed on January 26,
	 1999).
*3Q9   - Articles of Amendment of Enron:   Statement of
	 Resolutions Establishing A Series of Preferred
	 Stock of Enron Corp.  - Mandatorily Convertible
	 Single Reset Preferred Stock,   Series B (Exhibit
	 4.02 to Enron's Form 8-K filed on January 26,
	 1999).
*3.10  - Articles of Amendment of Enron amending Article IV
	 of the Articles of Incorporation (Exhibit 3.10 to
	 Post-Effective Amendment No.  1 to Enron 5
	 Registration Statement on Form S-3 - File No.   333-
	 70465).
*311   - Articles of Amendment of Enron:   Statement of
	 Resolutions Establishing A Series of Preferred
	 Stock of Enron Corp.  - Mandatorily convertible
	 Junior Preferred Stock,  Series B (Exhibit 3.11 to
	 Post-Effective Amendment No.  1 to Enron '5
	 Registration Statement on Form 5-3 - File No.   333-
	 70465).
*4.01  - Indenture dated as of November 1,   1985, between
	 Enron and Harris Trust and Savings Bank (now The
	 Bank of New York), as supplemented and amended by
	 the First Supplemental  Indenture dated as of
	 December 1,  1995 (Form T-3 Application for
	 Qualification of Indentures under the Trust
	 Indenture Act of 1939,  File No.  22-14390, filed
	 October 24,  1985; Exhibit 4(b) to Form S-3
	 Registration Statement No.   33-64057 filed on
	 November 8,  1995).  There have not been filed as
	 exhibits to this Form 10-K other debt instruments
	 defining the rights of holders of long-term debt of
	 Enron, none of which relates to authorized
	 indebtedness that exceeds 10% of the consolidated
	 assets of Enron and its subsidiaries.    Enron hereby
	 agrees to furnish a copy of any such instrument to
	 the Commission upon request.
*4.02 -  Supplemental  Indenture, dated as of May 8,  1997,
	 by and among Enron Corp.,  Enron Oregon
	 Corp. and Harris Trust and Savings Bank (now The
	 Bank of New York),  as Trustee (Exhibit 4.02 to Post-
	 Effective Amendment No.  1 to Enron's Registration
	 Statement on Form S-3,  File No.  33-60417).
*4.03  - Third Supplemental  Indenture,  dated as of September
				       Page 55



			       0001024401-01- 500010 [1]
	  1, 1997, between Enron Corp.  and Harris Trust and
	  Savings Bank (now The Bank of New York),   as Trustee
	  (Exhi bit 4.03 to Enron Registration Statement on
	  Form S-3,  File No. 333-35549).
 *4~Q4  - Fourth Supplemental  Indenture,  dated as of August
	  17, 1999,  between Enron Corp. and Harris Trust and
	  Savings Bank (now The Bank of New York), as Trustee
	  (Exhibit 4.05 to Enron Registration Statement on
	  Form S-3 - File No.  333-83549).

Executive Compensation Plans and Arrangements Filed as
Exhibits Pursuant to Item 14(c) of Form 10-K:    Exhibits 10.01
through 10.53
*1001   - Enron Executive Supplemental  Survivor Benefits
	  Plan, effective January 1,  1987 (Exhibit 10.01 to
	  Enron Form 10-K for 1992).
*1002   - First Amendment to Enron Executive
	  Supplemental  Survivor Benefits Plan (Exhibit  10.02
	  to Enron Form 10-K for 1999).
*1003   - Enron Corp.  1988 Stock Plan (Exhibit 4.3 to Form 5-
	  8 Registration Statement No.  33-27893).
*1004   - Second Amendment to Enron Corp.   1988 Stock Plan
	  (Exhibit 10.04 to Enron Form 10-K for 1996).
*1005   - Enron Corp.  1988 Deferral Plan (Exhibit 10.19 to
	  Enron Form 10-K for 1987).
*1006   - First Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.06 to Enron Form 10-K for 1995).
*1007   - Second Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.07 to Enron Form 10-K for 1995).
*1008   - Third Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.09 to Enron Form 10-K for 1996).
*1009   - Fourth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.10 to Enron Form 10-K for 1996).
*10.10  - Fifth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1996).
*10.11  - Sixth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1999).
*1012   - Enron Corp.  1991 Stock Plan (Exhibit 10.08 to Enron
	  Form 10-K for 1991).
*10.13  - Amended and Restated Enron Corp.   1991 Stock Plan
	  (Exhibit A to Enron Proxy Statement filed pursuant
	  to Section 14(a) on March 24,  1997).
*10.14  - First Amendment to Enron Corp. Amended and Restated
	  1991 Stock Plan (Exhibit 10.13 to Enron Form 10-K
	  for 1997).
*1015   - Second Amendment to Enron Corp. Amended and
	  Restated 1991 Stock Plan (Exhibit 10.14 to Enron
					Page 56



			       0001024401-01- 500010 [1]
	  Form 10-K for 1997).
*10.16  - Enron Corp.  1991 Stock Plan (As Amended and
	  Restated Effective May 4,  1999) (Exhibit B to Enron
	  Proxy Statement filed pursuant to Section 14(a) on
	  March 30,  1999).
*10.17  - First Amendment to Enron Corp.  1991 Stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.17 to Enron Form 10-K for 1999).
*10.18  - Second Amendment to Enron Corp.  1991 Stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.18 to Enron Form 10-K for 1999).
*10.19  - Third Amendment to Enron Corp.  1991 Stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.19 to Enron Form 10-K for 1999).
*10.20  - Enron Corp.  1992 Deferral Plan (Exhibit 10.09 to
	  Enron Form 10-K for 1991).
*10.21  - First Amendment to Enron Corp.  1992 Deferral  Plan
	  (Exhibit 10.10 to Enron Form 10-K for 1995).
*10.22  - Second Amendment to Enron Corp.  1992 Deferral  Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1995).
*10.23  - Enron Corp. Directors'  Deferred Income Plan
	  (Exhibit 10.09 to Enron Form 10-K for 1992).
*10.24  - Split Dollar Life Insurance Agreement between Enron
	  and the KLL and LPL Family Partnership,   Ltd., dated
	  April 22,  1994 (Exhibit 10.17 to Enron Form 10-K
	  for 1994).
*10.25  - Employment Agreement between Enron Corp.   and
	  Kenneth L.  Lay, executed December 18,  1996 (Exhibit
	  10.25 to Enron Form 10-K for 1996).
*10.26  - First Amendment to Employment Agreement between
	  Enron Corp.  and Kenneth L. Lay, dated February 7,
	  2000 (Exhibit 10.26 to Enron Form 10-K for 1999).
*10.27  - Consulting Services Agreement between Enron and
	  John A.  urquhart dated August 1,  1991 (Exhibit
	  10.23 to Enron Form 10-K for 1991).
*10.28  - First Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart, dated August
	  27,  1992 (Exhibit 10.25 to Enron Form 10-K for
	  1992).
*10.29  - Second and Third Amendments to Consulting Services
	  Agreement between Enron and John A. Urquhart, dated
	  November 24,  1992 and February 26,  1993,
	  respectively (Exhibit 10.26 to Enron Form 10-K for
	  1992).
*10.30  - Fourth Amendment to consulting Services Agreement
	  between Enron and John A.  urquhart dated as of May
	  9, 1994 (Exhibit 10.35 to Enron Form 10-K for
	  1995).
					Page 57



				000102 4401-01- 500010 [1]
*10.31 -  Fifth Amendment to Consulting Services A~ reement
	  between Enron and John A.  urquhart (Exhi bit 10.36
	  to Enron Form 10-K for 1995).
*10.32  - Sixth Amendment to Consulting Services ~g reement
	  between Enron and John A.  urquhart (Exhibit 10.37
	  to Enron Form 10-K for 1995).
*10.33  - Seventh Amendment to Consultincj Services Agreement
	  between Enron and John A.  urqu hart, dated October
	  27, 1997 (Exhibit 10.27 to Enron Form 10-K for
	  1997).
*10.34  - Eighth Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart, dated May 27,
	  1998 (Exhibit 10.28 to Enron Form 10-K for 1998).
*10.35  - Ninth Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart,  dated December
	  31, 1998 (Exhibit 10.29 to Enron Form 10-K for
	  1998).
*10.36  - Tenth Amendment to Consulting Services Agreement
	  between John A.  urquhart and Enron Corp. dated
	  January 1,  2000 (Exhibit 10.36 to Enron Form 10-K
	  for 1999).
*10.37  - Enron Corp.  Performance Unit Plan (Exhibit A to
	  Enron Proxy Statement filed pursuant to Section
	  14(a) on March 25,  1994).
*10.38  - Enron Corp. Annual Incentive Plan (Exhibit B to
	  Enron Proxy Statement filed pursuant to Section
	  14(a) on March 25,  1994).
*10.39  - Enron Corp. Annual Incentive Plan dated May 4,   1999
	  (Exhibit A to Enron Proxy Statement filed pursuant
	  to Section 14(a) on March 30,  1999).
*10.40  - Enron Corp.  Performance Unit Plan (as amended and
	  restated effective May 2,  1995)  (Exhibit A to Enron
	  Proxy Statement filed pursuant to Section 14(a) on
	  March 27,  1995).
*10.41  - First Amendment to Enron Corp.   Performance Unit
	  Plan (Exhibit 10.46 to Enron Form 10-K for 1995).
*10.42  - Enron Corp.  Restated 1994 Deferral  Plan (Exhibit
	  4.3 to Enron Form 5-8 Registration Statement,   File
	  No. 333-48193).
*10.43  - Employment Agreement between Enron Capital Trade &
	  Resources Corp. and Jeffrey K.   Skilling, dated
	  January 1,  1996 (Exhibit 10.63 to Enron Form 10-K
	  for 1996).
*10.44  - First Amendment effective January 1,   1997, by and
	  among Enron Corp.,  Enron Capital & Trade Resources
	  Corp., and Jeffrey K.  Skilling, amending Employment
	  Agreement between Enron Capital & Trade Resources
	  Corp. and Jeffrey K.  Skilling dated January 1,  1996
	  (Exhibit 10.64 to Enron Form 10-K for 1996).
					Page 58



				0001024401-01- 500010 [1]
*10.45   - Split Dollar Agreement between Enron and Jeffrey K.
	   skilling dated May 23,  1997 (Exhibit 10.41 to Enron
	   Form 10-K for 1997).
*10.46   - Second Amendment effective October 13,   1997, to
	   Employment A~ reement between Enron corp.  and
	   Jeffrey K. Skilling (Exhibit 10.42 to Enron Form
	   10-K for 1997).
*10.47   - Loan Agreement effective october 13,   1997, between
	   Enron Corp. and Jeffrey K. Skilling (Exhibit 10.43
	   to Enron Form 10-K for 1997).
*10.48   - Third Amendment to Employment A~ reement between
	   Enron Corp. and Jeffrey K.  skil ing,  dated February
	   7, 2000 (Exhibit 10.48 to Enron Form 10-K for
	   1999).
*10.49   - Executive Employment Agreement between Enron
	   operations Corp.  and Stanley C. Horton,  dated as
	   of october 1,  1999 (Exhibit 10.45 to Enron Form 10-
	   K for 1997).
*10.50   - First Amendment to Executive Employment Agreement
	   by and between Enron Operations Corp.,   Enron Corp.
	   and Stanley C. Horton, dated December 27,   1999
	   (Exhibit 10.56 to Enron Form 10-K for 1999).
 10.51   - Employment Agreement between Enron Corp.   and Mark
	   A. Frevert,  effective March 1, 2000
*10.52   - Executive Employment Agreement between Enron Corp.
	   and Kenneth D.  Rice, effective June 1,  1998
	   (Exhibit 10.43 to Enron Form 10-K for 1998).
 10.53   - First Amendment to Executive Employment Agreement
	   between Enron Corp.  and Kenneth D.  Rice, dated
	   February 14,  2000.
 12      - Statement re computation of ratios of earnings to
	   fixed charges.
 21      - Subsidiaries of registrant.
 23.01   - Consent of Arthur Andersen LLP.
 23.02   - Consent of Arthur Andersen LLP.
 24      - Powers of Attorney for the directors signing
	   this Form 10-K.
 99      - Financial Statements of Atlantic Water Trust.

 *     Asterisk indicates exhibits incorporated by reference.

(b)    Reports on Form 8-K
       Current Report on Form 8-K filed February 28,   2001.

					 Page 59



				0001024401-01- 500010 [1]

<PAGE>

		 INDEX TO FINANCIAL STATEMENTS

			   ENRON CORP.
							  Page No.

Consolidated Financial  Statements

  Report of Independent Public Accountants                 F-2
  Consolidated Income Statement and Consolidated
  Statement of Comprehensive Income for the years
  ended December 31,  2000, 1999 and 1998                  F-3
  Consolidated Balance Sheet as of December 31,   2000
  and 1999                                                 F-4
  Consolidated Statement of cash Flows for the years
  ended December 31,  2000, 1999 and 1998                  F-6
  Consolidated Statement of Changes in Shareholders'
  Equity Accounts for the years ended December 31,   2000,
  1999 and 1998                                            F-7
  Notes to the Consolidated Financial Statements           F-8
Financial Statements Schedule
  Report of Independent Public Accountants on
  Financial Statement Schedule                             5-1
  Schedule II  -  Valuation and Qualifying Accounts        S-2

   Other  financial   statement schedules have   been  omitted
because  they  are inapplicable or the information    required
therein is included elsewhere in the financial   statements or
notes thereto.

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Enron Corp.:
   we have audited the accompanying consolidated balance sheet of
Enron corp. (an oregon corporation) and subsidiaries as of
December 31, 2000 and 1999,  and the related consolidated
statements of income,  comprehensive income,  cash flows and
changes in shareholders'  equity for each of the three years in
the period ended December 31,  2000.  These financial  statements
are the responsibility of Enron Corp.'s management.    Our
responsibility is to express an opinion on these financial
statements based on our audits.

   we conducted our audits in accordance with auditing standards
generally accepted in the United States.    Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial  statements are free of material
					Page 60



				0001024401-01- 500010 [1]
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management,   as
well as evaluating the overall financial   statement presentation.
we believe that our audits provide a reasonable basis for our
opinion.

   In our opinion,  the financial statements referred to above
present fairly, in all material  respects, the financial  position
of Enron Corp. and subsidiaries as of December 31,   2000 and 1999,
and the results of their operations,  cash flows and changes in
shareholders' equity for each of the three years in the period
ended December 31,  2000, in conformity with accounting principles
generally accepted in the united States.
   As discussed in Note 18 to the consolidated financial
statements,  Enron Corp. and subsidiaries changed its method of
accounting for costs of start-up activities and its method of
accounting for certain contracts involved in energy trading and
risk management activities in the first quarter of 1999.

			Arthur Andersen LLP
Houston, Texas
February 23,  2001

<PAGE>
<TABLE>
		   ENRON CORP. AND SUBSIDIARIES
		   CONSOLIDATED INCOME STATEMENT

<CAPTION>

(In millions, except per share amounts)
<5>
Revenues
  Natural ~as and other products
  Electri city
  Metal s
  Other
     Total revenues
Costs and Expenses
  Cost of gas, electricity, metals and
   other, products
  Ope rat, ng ,expenses
  Depreciation, depletion and
   amorti zati on
  Taxes, other than income taxes
  Impairment of long-lived assets
     Total costs and expenses
Operating Income
Other Income and Deductions
  Equity in earnings of unconsolidated
   equity affiliates
  Gains on sales of non-merchant assets
  Gain on the issuance of stock by TNPC,   Inc.
					Page 61

Year ended December 31,
2000        1999      1998

<C>

$ 50,500
  33,823
   9,234
   7,232
 100,789

<C>

$19,536
 15,238
  5,338
 40,112

<C>

$13,276
 13,939
  4,045
 31,260

94,517    34,761    26,381
 3,184     3,045     2,473

   855
   280

98,836
 1,953

    87
   146
   121

   870
   193
   441
39,310
   802

   309
   541

   827
   201

29,882
 1,378

    97
    56



				 0001024401-01- 500010 [1]
  Interest income                                             212        162        88
  Other income, net                                           (37)       181       (37)
Income Before Interest, Minority
 Interests and Income Taxes                                 2,482      1,995     1,582
interest and related charges,   net                           838        656       550
Dividends on company-obligated preferred
 securities of subsidiaries                                     77        76        77
Minority interests                                            154        135        77
Income tax expense                                            434        104       175
Net income before cumulative effect of
 accounting changes                                           979      1,024       703
Cumulative effect of accounting changes,
 net of tax                                                      -      (131)
Net Income                                                    979        893       703
Preferred stock dividends                                       83        66        17
Earnings on Common Stock                                 $    896    $   827   $   686
Earnings Per share of Common Stock
  Basic
     Before cumulative effect of accounting
      changes                                            $   1.22    $  1.36   $  1.07
     cumulative effect of accounting changes                     -     (0.19)
       Basic earnings per share                          $   1.22    $  1.17   $  1.07
  Diluted
     Before cumulative effect of accounting
      changes                                            $   1.12    $  1.27   $  1.01
     Cumulative effect of accounting changes                     -     (0.17)
       Diluted earnings per share                        $   1.12    $  1.10   $  1.01
Avera9e Number of Common shares used in Computation
  Basic                                                       736        705       642
  Diluted                                                     814        769       695

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
<TABLE>

		   ENRON CORP. AND SUBSIDIARIES
	 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

<CAPTION>
					  Year ended December 31,
(In millions)                             2000      1999      1998

<5>                                    <C>        <C>      <C>
Net Income                             $   979    $  893   $    703
Other comprehensive income:
  Foreign currency translation
   adjustment and other                   (307)     (579)       (14)
Total Comprehensive Income             $   672    $  314   $    689
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>

<PAGE>
<TABLE>
		ENRON CORP. AND SUBSIDIARIES
		 CONSOLIDATED BALANCE SHEET

					  Page 62



				0001024401-01- 500010 [1]

<CAPTION>

(In millions)

<5>
ASSETS
Current Assets
  cash and cash equivalents
  Trade receivables (net of
   for doubtful accounts of
   $40, respectively)
  other receivables
  Assets from price risk management
   activities
  Inventories
  Deposits
  Other
     Total current assets

						December 31,
					     2000         1999

					    <C>

					    $ 1,374

					     10,396
					      1,874
					     12,018
						953
					      2,433
					      1,333
					     30,381

					      5,294

					      8,988
					      3,638
					      5,459
					     23,379

					      6,916
					      4,766
						839
						682
					      2,256
					     15,459
					      3,716
					     11,743
					    $65,503

							<C>

							$   288

							  3,030
							    518
							  2,205
							    598
							     81
							    535
							  7,255

							  5,036
							  2,929
							  2,799
							  4,681
							 15,445

							  6,948
							  3,552
							    379
							  1,120
							  1,913
							 13,912
							  3,231
							 10,681

							$33,381

			     allowance
			     $133 and

Investments and Other Assets
  Investments in and advances to
   unconsolidated equity affiliates
  Assets from price risk management
   activities
  Goodwill
  other
     Total investments and other assets

Property, Plant and Equipment,  at cost
  Natural gas transmission
  Electric 9enerati on and distribution
  Fiber optic network and equipment
  Construction in progress
  Other
  Less accumulated depreciation,
   depletion and amortization
     Property, plant and equipment,  net

Total Assets

<EN>
The accompanying notes are an integral  part of these
consolidated financial  statements.
</TABLE>

<PAGE>
<TABLE>
		ENRON CORP. AND SUBSIDIARIES
		 CONSOLIDATED BALANCE SHEET

<CAPTION>

(In millions, except shares)

<5>
LIABILITIES AND SHAREHOLDERS'  EQUITY
Current Liabilities
  Accounts payable
  Liabilities from price risk
   management activities
  Short-term debt

  December 31,
2000          1999

Page 63

<C>

$ 9,777
 10,495
  1,679

<C>

$ 2,154
  1,836
  1,001



Customers'  deposits
other
   Total  current liabilities

0001024401-01- 500010 [1]
		     4,277
		     2,178
		    28,406

Long-Term Debt

8,550

Deferred Credits and Other Liabilities
  Deferred income taxes
  Liabilities from price risk
   management activities
  other
     Total deferred credits and
      other liabilities
Commitments and Contingencies
 (Notes 13,  14 and 15)
Minority Interests
Company -obligated Preferred Securities
 of Subs i diaries
Shareholders'   Equity
  Second preferred stock,   cumulative, no par
   value,  1,370,000 shares authorized,
   1,240,933 shares and 1,296,184 shares
   issued,  respectively
  Mandatorily Convertible Junior Preferred
   Stock,  Series B,  no par value,  250,000
   shares issued
  Common stock,  no par value,   1,200,000,000
   shares authorized,   752,205,112 shares
   and 716,865,081 shares issued,    respectively
  Retained earnings
  Accumulated other comprehensive income
  Common stock held in treasury,   577,066
   shares and 1,337,714 shares,
   respectively
  Restricted stock and other
     Total  shareholders'  equity
Total Liabilities and shareholders'   Equity

   1,644
   9,423
   2,692
 13,759

   2,414

     904

     124

   1,000

   8,348
   3,226
 (1,048)

     (32)
    (148)
 11,470
$65,503

<FN>
The accompanying notes are an integral  part of these
consolidated financial  statements.
</TABLE>

<PAGE>
<TABLE>

     44
  1,724
  6,759
  7,151

  1,894

  2,990
  1,587
  6,471

  2,430

  1,000

    130

  1,000

  6,637
  2,698
   (741)

    (49)
   (105)
  9,570
$33,381

    ENRON CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>

(In millions)

Year ended December 31,
2000      1999       1998

<5>
Cash Flows From Operating Activities
Reconciliation of net income to net
 cash provided by operating activities
  Net income
  Cumulative effect of accounting changes
					Page 64

<C>

<C>

$    979   $   893
       -       131

<C>

$    703



				0001024401-01- 500010 [1]
  Depreciation, depletion and amortization                 855        870       827
  Impairment of long-lived assets (including
   equity investments)                                     326        441         -
  Deferred income taxes                                    207         21        87
  Gains on sales of non-merchant assets                   (146)      (541)      (82)
  changes in components of working
   capital                                               1,769     (1,000)     (233)
  Net assets from price risk management
   activities                                             (763)      (395)      350
  Merchant assets and investments:
     Realized gains on sales                              (104)      (756)     (628)
     Proceeds from sales                                 1,838      2,217     1,434
     Additions and unrealized gains                     (1,295)      (827)     (721)
  Other operating activities                             1,113        174       (97)
Net Cash Provided by Operating Activities                4,779      1,228     1,640
cash Flows From Investing Activities
  Capital expenditures                                  (2,381)    (2,363)   (1,905)
  Equity investments                                      (933)      (722)   (1,659)
  Proceeds from sales of non-merchant assets               494        294       239
  Acquisition of subsidiary stock                         (485)         -      (180)
  Business acquisitions,  net of cash acquired
   (see Note 2)                                           (777)      (311)     (104)
  Other investing activities                              (182)      (405)     (356)
Net Cash used in Investing Activities                   (4,264)    (3,507)   (3,965)
Cash Flows From Financing Activities
  Issuance of long-term debt                             3,994      1,776     1,903
  Repayment of long-term debt                           (2,337)    (1,837)     (870)
  Net increase (decrease) in short-term borrowings      (1,595)     1,565      (158)
  Net issuance (redemption) of company-obligated
   preferred securities of subsidiaries                    (96)         -         8
  Issuance of common stock                                 307        852       867
  Issuance of subsidiary equity                            500        568       828
  Dividends paid                                          (523)      (467)     (414)
  Net disposition of treasury stock                        327        139        13
  Other financing activities                                 (6)     (140)       89
Net Cash Provided by Financing Activities                  571      2,456     2,266
Increase (Decrease) in Cash and Cash Equivalents         1,086        177       (59)
Cash and Cash Equivalents,  Beginning of Year              288        111       170
Cash and Cash Equivalents,  End of Year                $ 1,374    $   288   $   111
Changes in Components of working Capital
  Receivables                                          $(8,203)   $  (662)  $(1,055)
  Inventories                                            1,336       (133)     (372)
  Payables                                               7,167       (246)      433
  Other                                                  1,469         41       761
     Total                                             $ 1,769    $(1,000)  $  (233)
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
<TABLE>
			ENRON CORP. AND SUBSIDIARIES
	 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'   EQUITY

<CAPTION>
(In millions, except per share                     2000                 1999
    1998
 amounts; shares in thousands)                Shares   Amount       Shares   Amount
Shares   Amount
					Page 65



				0001024401-01- 500010 [1]

<5>
<C>         <C>
Cumulative Second Preferred
 Convertible Stock
  Balance,  beginning of year
1,338      $ 134
  Exchange of convertible preferred
   stock for common stock
  (18)        (2)
  Balance,  end of year
1,320      $ 132
Mandatorily Convertible Junior Preferred
 Stock,  Series B
  Balance, beginning of year
     -     $   -

  Issuances

<C>

<C>

1,296     $   130

(55)

(6)

1,241     $   124

  250     $ 1,000

<C>

<C>

1,320     $  132

(24)

(2)

1,296     $  130

    -     $    -

250

1,000

  Balance,  end of year
    -     $    -

Common Stock
  Balance,  beginning of year
636,594     $4,224
  Exchange of convertible preferred
   stock for common stock
    -         (7)
  Issuances related to benefit
   and dividend reinvestment plans
    -         45
  Sales of common stock
34,500        836
  Issuances of common stock in business
   acquisitions (see Note 2)

250     $ 1,000

250     $1,000

716,865     $ 6,637   671,094     $5,117

 1,509

28,100

 5,731

6

465

966     10,054
  -     27,600

409

7,652

other

19

  Balance, end of year
671,094    $5,117
Retained Earnings
  Balance, beginning of year
	$1,852
  Net income
	   703
  Cash dividends
     common stock ($0.5000,  $0.5000 and
      $0.4812 per share in 2000,  1999
      and 1998,  respectively)
	  (312)
     Cumulative Second Preferred
      Convertible Stock ($13.652,  $13.652
      and $13.1402 per share in 2000,
      1999 and 1998,  respectively)
	   (17)
     Series A and B Preferred Stock
  Balance, end of year
	$2,226
Accumulated Other Comprehensive Income
  Balance, beginning of year
	$ (148)
  Translation adjustments and other
	   (14)
  Balance, end of year

174

		330
752,205     $ 8,348   716,865     $6,637

	    $ 2,698
		979

	       (368)

		(17)
		(66)

$ 3,226

$2,226

893

(355)

(17)

(49)

$2,698

$   (741)

$ (162)

(307)

Page 66

(579)

$ (1, 048)

$ (741)

(1)

258
839

250



	$ (162)
Treasury Stock
  Balance,  beginning of year
(14,102)  $ (269)
  shares acquired
(2,236)      (61)
  Exchange of convertible preferred
   stock for common stock
  486         9
  Issuances related to benefit
   and dividend reinvestment plans
6,426       124
  Issuances of treasury stock in
   business acquisitions
   92         2
  Balance,  end of year
(9,334)   $ (195)
Restricted Stock and Other
  Balance,  beginning of year
	$ (175)
  Issuances related to benefit
   and dividend reinvestment plans
	    105
  Balance,  end of year
	$   (70)
Total Shareholders'   Equity
	$7,048

0001024401-01- 500010 [1]

	     (1,338)    $   (49)    (9,334)   $ (195)

(3,114)

(234)    (1,845)

181

3,875

251

(71)

4

9,660

213

(577)    $   (32)   (1,338)    $  (49)

$   (105)

$   (70)

(43)

(35)

$   (148)

$ (105)

$11,470

$9,570

<FN>
The accompanying notes are an integral
statements.
</TABLE>

<PAGE>

					part of these consolidated financial

		   ENRON CORP. AND SUBSIDIARIES
	 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Consolidation Policy and Use of Estimates.    The accounting and
financial   reporting policies of Enron Corp. and its subsidiaries
conform to 9eneral 1 y accepted accounting principles and
prevailing industry practices.    The consolidated financial
statements include the accounts of all    subsidiaries controlled by
Enron Corp.  after the elimination of significant intercompany
accounts and transactions.

    The p reparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial    statements and the
reported amounts of revenues and expenses during the reporting
period.   Actual  results could differ from those estimates.
     Enron" is used from time to time herein as a collective
reference to Enron Corp.   and its subsidiaries and affiliates.
The businesses of Enron are conducted by its subsidiaries and
affiliates whose operations are managed by their respective
officers.
    Cash Equivalents.   Enron records as cash equivalents all
					 Page 67



				 0001024401-01- 500010 [1]
highly liquid short-term investments with original maturities of
three months or less.
   Inventories.   Inventories consist primarily of commodities,
priced at market as such inventories are used in trading
activities.
   Depreciation,  Depletion and Amortization.    The provision for
depreciation and amortization with respect to operations other
than oil and gas producing activities is computed using the
straight-line or regulatorily mandated method,    based on estimated
economic lives.   composite depreciation rates are applied to
functional groups of property having similar economic
characteristics.    The cost of utility property units retired,
other than land,  is charged to accumulated depreciation.
   Provisions for depreciation, depletion and amortization of
proved oil and gas properties are calculated using the units-of-
production method.
   Income Taxes.    Enron accounts for income taxes using an asset
and liability approach under which deferred assets and
liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial
statement carrying amounts of assets and liabilities and their
respective tax bases (see Note 5).

   Earnings Per Share.    Basic earnings per share is computed
based upon the weighted-average number of common shares
outstanding during the periods.    Diluted earnings per share is
computed based upon the weighted-average number of common shares
outstanding plus the assumed issuance of common shares for all
potentially dilutive securities.    All share and per share amounts
have been adjusted to reflect the August 13,    1999 two-for-one
stock split.    See Note 11 for a reconciliation of the basic and
diluted earnings per share computations.
   Accounting for Price Risk Management.     Enron engages in price
risk management activities tor both tradin9 and non-trading
purposes.   Instruments utilized in connection with trading
activities are accounted for using the mark-to-market method.
under the mark-to-market method of accounting,    forwards, swaps,
options,  energy transportation contracts utilized for trading
activities and other instruments with third parties are reflected
at fair value and are shown as "Assets and Liabilities from Price
Risk Mana9ement Activities" in the consolidated Balance Sheet.
These activities also include the commodity risk management
component embedded in energy outsourcing contracts.     Unrealized
gains and losses from newly originated contracts,    contract
restructurings and the impact of price movements are recognized
as "Other Revenues."    changes in the assets and liabilities from
price risk management activities result primarily from changes in
the valuation of the portfolio of contracts,    newly originated
transactions and the timing of settlement relative to the receipt
of cash for certain contracts.    The market prices used to value
these transactions reflect management's best estimate considering
various factors including closin9 exchange and over-the-counter
quotations,  time value and volatility factors underlying the
commitments.
   Financial  instruments are also utilized for non-trading
purposes to hedge the impact of market fluctuations on assets,
liabilities,  production and other contractual commitments.    Hedge
					 Page 68



				 000102 4401-01- 500010 [1]
accounting is utilized in non-trading activities when there is a
high de9ree of correlation between price movements in the
derivative and the item designated as being hedged.      In instances
where the anticipated correlation of price movements does not
occur,  hedge accounting is terminated and future changes in the
value of the financial   instruments are recognized as gains or
losses.   If the hedged item is sold, the value of the financial
instrument is recognized in income.    Gains and losses on
financial  instruments used for hed9ing purposes are recognized in
the Consolidated Income Statement in the same manner as the
hedged item.
   The cash flow impact of financial   instruments is reflected as
cash flows from operating activities in the Consolidated
Statement of cash Flows.    See Note 3 for further discussion of
Enron's price risk management activities.

   Accounting for Development Activity.    Development costs
related to projects,   including costs of feasibi 1 ity studies, bid
preparation,  permitting,  licensing and contract negotiation,  are
expensed as incurred until the project is estimated to be
probable.    At that time, such costs are capitalized or expensed
as incurred,  based on the nature of the costs incurred.
Capitalized development costs may be recovered through
reimbursements from joint venture partners or other third
parties, or classified as part of the investment and recovered
through the cash flows from that project.     Accumulated
capitalized project development costs are otherwise expensed in
the period that management determines it is probable that the
costs will   not be recovered.
   Environmental   Expenditures.  Expenditures that relate to an
existing condition caused by past operations,    and do not
contribute to current or future revenue generation, are expensed.
Environmental  expenditures relating to current or future revenues
are expensed or capitalized as appropriate based on the nature of
the costs incurred.    Liabilities are recorded when environmental
assessments and/or clean-ups are probable and the costs can be
reasonably estimated.

   Computer Software.    Direct costs of materials and services
consumed in developing or obtaining software,    including payroll
and payroll-related costs for employees who are directly
associated with and who devote time to the software project are
capitalized.   Costs may begin to be capitalized once the application
development stage has begun.    All other costs are expensed as
incurred.    Enron amortizes the costs on a straight-line basis
over the useful   life of the software.   Impairment is evaluated
based on changes in the expected usefulness of the software.     At
December 31,  2000 and 1999,  Enron has capitalized,  net of
amortization,  $381 million and $240 million,   respectively, of
software costs covering numerous systems,    including trading and
settlement,  accounting,  billing, and upgrades.
   Investments in Unconsolidated Affiliates.     Investments in
unconsolidated affiliates are accounted for by the equity method,
except for certain investments resulting from Enron's merchant
investment activities which are included at market value in
"Other Investments" in the Consolidated Balance Sheet.    See Notes
4 and 9.   where acquired assets are accounted for under the
equity method based on temporary control,    earnings or losses are
recognized only for the portion of the investment to be retained.

					 Page 69



				0001024401-01- 500010 [1]
    Sale of Subsidiary Stock.   Enron accounts for the issuance of stock
by its subsidiaries in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin (SAB)    51.  SAB 51 allows for
Enron to recognize a 9am    in the amount that the offering price
per share of a subsidiary's stock exceeds Enron 'S carrying amount
per share.
    Foreign Currency Translation.   For international  subsidiaries,
asset and liability accounts are translated at year-end rates of
exchange and revenue and expenses are translated at average
exchange rates prevailing during the year.     For subsidiaries
whose functional   currency is deemed to be other than the U.S.
dollar,  translation adjustments are included as a separate
component of other comprehensive income and shareholders'    equity.
Currency transaction gains and losses are recorded in income.
    Dunn   1999,  the exchange rate for the Brazilian real to the
U.S.  dol ~ar declined, resulting in a non-cash foreign currency
translation adjustment reducin9 the value of Enron's assets and
shareholders'  equity by approximately $600 million.
    Reclassifications.   Certain reclassifications have been made
to the consolidated financial   statements for prior years to
conform with the current presentation.
2   BUSINESS ACQUISITIONS AND DISPOSITIONS
    In 2000,  Enron, through a wholly-owned subsidiary, acquired
all of the outstanding common shares of MG plc,    a leading
independent international metals market-making business that
provides financial and marketing services to the global metals
industry,  for $413 million in cash and assumed debt
of approximately $1.6 billion.

    In addition,  Enron made other acquisitions including a
technology-related company,   a facility maintenance company and all
minority shareholders'   interests in Enron Energy Services,  LLC and
Enron Renewable Energy Corp.    Enron issued 5.7 million shares of
Enron common stock,   contributed common stock and warrants
of an unconsolidated equity affiliate and paid cash in these
transactions.
    On August 16,  1999, Enron exchanged approximately 62.3 million
shares (approximately 75%) of the Enron Oil & Gas Company (EOG)
common stock it held for all of the stock of EOGI-India,    Inc., a
subsidiary of EOG.    Also in August 1999,  Enron received net
proceeds of approximately $190 million for the sale of 8.5
million shares of EOG common stock in a     ublic offeri n~ and
issued approximately $255 million of pub~ic debt that is
exchangeable in July 2002 into approximately 11.5 million shares
of EOG common stock.    As a result of the share exchange and share
sale,  Enron recorded a pre-tax gain of $454 million ($345 million
after tax, or $0.45 per diluted share) in 1999.     As of ~u~ust 16,
1999,  EOG is no longer included in Enron's consolidated financial
statements.   EOGI-India,  Inc. is included in the consolidated
financial  statements within the wholesale Services se9ment
following the exchange and sale.    Enron accounts for its oil and
gas exploration and production activities under the successful
efforts method of accounting.
    In August 1998,   Enron, through a wholly-owned subsidiary,
completed the acquisition of a controlling interest in Ele ktro
Eletricidade e Servicos S.A.    (Elektro) for approximately $1.3
					 Page 70



			       0001024401-01- 500010 [1]
billion.  Elektro was initially accounted for using the equity
method based on temporary control.   In 1999,   after the acquisition
of additional interests,  Elektro was consolidated by Enron.
   Additionally, during 1999 and 1998,   Enron acquired 9eneration,
natural gas distribution,  renewable energy,   telecommunications
and energy management businesses for cash,    Enron and subsidiary
stock and notes.
   Enron has accounted for these acquisitions using the purchase
method of accountin9 as of the effective date of each
transaction. Accordingly,  the purchase price of each transaction
has been allocated based upon the estimated fair value of the
assets and liabilities acquired as of the acquisition date, with
the excess reflected as goodwill   in the Consolidated Balance
Sheet. This and all other goodwill is being amortized on a
straight-line basis over 5 to 40 years.
   Assets acquired,  liabilities assumed and consideration paid as
a result of businesses acquired were as follows:
<TABLE>
<CAPTION>
(In millions)                             2000      1999      1998(a)

<5>                                    <C>         <C>        <C>
Fair value of assets acquired,
 other than cash                       $ 2,641     $   376    $ 269
Goodwill                                    963        (71)      94
Fair value of liabilities assumed        (2,418)        6      (259)
Common stock of Enron issued
 and equity of an unconcolidated
 equity affiliate contributed              (409)        -          -
Net cash paid                          $    777    $   311    $104
<FN>
(a) Excludes amounts related to the 1998 acquisition of Elektro.
</TABLE>

   On November 8,  1999, Enron announced that it had entered into
an agreement to sell  Enron's wholly-owned electric utility
subsidiary,  Portland General  Electric Company (PGE),  to Sierra
Pacific Resources for $2.1 billion.  sierra pacific Resources will
also assume approximately $1 billion in PGE debt and preferred
stock. The transaction has been delayed by the effect of recent
events in California and Nevada on the buyer.    Enron' 5
carrying amount of PGE as of December 31,    2000 was approximately
$1.6 billion. Income before interest, minority interest and
income taxes for PGE was $338 million,    $298 million and $284
million for 2000,  1999 and 1998,  respectively.
3  PRICE RISK MANAGEMENT ACTIVITIES AND FINANCIAL INSTRUMENTS
   Trading Activities.   Enron offers price risk management
services to wholesale,  commercial and industrial   customers
through a variety of financial and other instruments including
forward contracts involving physical delivery,     swap agreements,
which require payments to (or receipt of payments from)
counterparties based on the differential between a fixed and
variable price for the Commodity, options and other contractual
arran9ements.   Interest rate risks and forei9n currency risks
associated with the fair value of the commodity portfolio are
managed using a variety of financial   instruments,  including
					 Page 71



				0001024401-01- 500010 [1]
financial futures.
   Notional Amounts and Terms.    The notional amounts and terms of
these instruments at December 31,   2000 are shown below (dollars
in millions):
<TABLE>
<CAPTION>
			     Fixed Price      Fixed Price     Maximum
				 Payor        Receiver     Terms in Years
				<C>            <C>                <C>
Commodities(a)
  Natural ~as                    7,331          6,910             23
  Crude oil and liquids          3,513          1,990              6
  Electricity                    2,424          2,388             24
  Metals, coal and pulp
   and paper                       368            413              9
  Bandwidth                        167            325             11
Financial products
  Interest rate(b)              $4,732         $3,977             29
  Foreign currency              $   79         $  465             22
  Equity investments(c)         $2,998         $3,768             13
<FN>
(a)  Natural gas,  crude oil and liquids and electricity
     volumes are in TBtue; metals,    coal and pulp and paper
     volumes are in millions of metric tonnes; and bandwidth
     volumes are in thousands of terabytes.
(b)  The interest rate fixed price receiver includes the net
     notional dollar value of the interest rate sensitive component
     of the combined commodity portfolio.     The remaining interest
     rate fixed price receiver and the entire interest rate fixed
     price payor represent the notional    contract amount of a
     portfolio of various financial instruments used to hed9e the
     net present value of the commodity portfolio.     For a given
     unit of price protection, different financial instruments
     require different notional amounts.
(c)  Excludes derivatives on Enron common stock.     See Notes 10 and 11.
</TABLE>

   Enron also has sales and purchase commitments associated with
commodity contracts based on market prices totaling 8,169 TBtue,
with terms extending up to 16 years,   and 7.2 million metric
tonnes, with terms extending up to 5 years.
   Notional amounts reflect the volume of transactions but do not
represent the amounts exchanged by the parties to the financial
instruments.  Accordingly,  notional amounts do not accurately
measure Enron's exposure to market or credit risks.     The maximum
terms in years detailed above are not indicative of likely future
cash flows as these positions may be offset in the markets at any
time in response to the company's price risk management needs to
the extent available in the market.
   The volumetric weighted average maturity of Enron's fixed
price portfolio as of December 31,    2000 was approximately 1.5
years.
   Fair Value.  The fair value as of December 31,    2000 and the
average fair value of instruments related to price risk
management activities held during the year are set forth below:

					 Page 72



				0001024401-01- 500010 [1]
<TABLE>
<CAPTION>
						    Average Fair Value
				Fair value          for the Year Ended
			     as of 12/31/00             12/31/00(a)
(In millions)             Assets    Liabilities     Assets   Liabilities
<5>                      <C>           <C>         <C>         <C>
Natural  as              $10,270       $ 9,342     $ 5,525     $ 5,114
Crude oi  andi iquids      1,549          3,574      1,402        2,745
Electricity                7,335          5,396      3,453        1,613
other commodities          1,509          1,311        988          757
Equity investments           795            295        492          280
  Total                  $21,458       $19,918     $11,860     $10,509
<FN>
(a)  Computed using the ending balance at each month-end.
</TABLE>
   The income before interest,  taxes and certain unallocated
expenses arisin9 from price risk management activities for 2000
was $1,899 million.
   Securitizations.   From time to time,   Enron sells interests
in certain of its financial assets.    Some of these sales
are completed in securitizations,   in which Enron concurrently
enters into swaps associated with the underlying assets which
limits the risks assumed by the purchase r.    Such swaps are
adjusted to fair value using quoted market prices,    if available,
or estimated fair value based on management's best estimate of
the present value of future cash flow.     These swaps are included
in Price Risk Management activities above as equity investments.
During 2000, gains from sales representing securitizations were
$381 million and proceeds were $2,379 million ($545 million of
the proceeds related to sales to whitewing Associates,    L.P.
(Whitewing)).  See Notes 4 and 9.   Purchases of securitized
merchant financial assets totaled $1,184 million during 2000.
Amounts primarily related to equity interests.
   Credit Risk.   In conjunction with the valuation of its
financial instruments,  Enron provides reserves for credit risks
associated with such activity.   Credit risk relates to the risk
of loss that Enron would incur as a result of nonperformance by
counterparties pursuant to the terms of their contractual
obligations.   Enron maintains credit policies with regard to its
counterparties that management believes significantly minimize
overall credit risk.  These policies include an evaluation of
potential counterparties'  financial condition (including credit
rating), collateral  req uirements under certain circumstances and
the use of standardize d agreements which allow for the netting of
positive and negative exposures associated with a single
counterparty.  Enron also minimizes this credit exposure using
monetization of its contract portfolio or third-party insurance
contracts.  The counterparties associated with assets from price
risk management activities as of December 31,    2000 and 1999 are
summarized as follows:
<TABLE>
<CAPTION>
				     2000                   1999
			       Investment           Investment
(In millions)                  Grade(a)     Total    Grade(a)   Total

					  Page 73



				 000102 4401-01- 500010 [1]
				 <C>       <C>        <C>       <C>
Gas and electric utilities       $ 5,050   $ 5,327    $1,461    $1,510
Energy marketers                  4,677      6,124       544      768
Financial  institutions           4,145      4,917     1,016    1,273
Independent power producers         672        791       471      641
oil  and gas producers            1,308      2,804       379      688
Industrials                         607      1,138       336      524
Other                               256        357         59      67
  Total                          $16,715    21,458    $4,266    5,471
Credit and other reserves                     (452)               (337)
Assets from price risk
 management activities(b)                  $21,006(c)           $5,134

<FN>
(a)  "Investment Grade" is primarily determined using publicly
     available credit ratings along with consideration of cash,
     standby letters of credit,  parent company guarantees and
     property interests,  including oil and gas reserves.   Included
     in  Investment Grade" are counterparties with a minimum
     Standard & Poor's or Moody's rating of BBB- or Baa3,   respectively.
(b) One and two customers' exposures,    respectively, at
     December 31, 2000 and 1999 comprise greater than 5% of Assets
     From Price Risk Management Activities and are included above
     as Investment Grade.
(c) At December 31,   2000, Enron held collateral of approximately
     $5.5 billion, which consists substantially of cash deposits shown
     as "Customers' Deposits" on the balance sheet.
</TABLE>
   This concentration of counterparties may impact Enron' 5
overall exposure to credit risk,   either positively or negatively,
in that the counterparties may be similarly affected by chan~es
in economic,  regulatory or other conditions.    Based on Enron 5
policies,  its exposures and its credit reserves,    Enron
does not anticipate a materially adverse effect on financial
position or results of operations as a result of counterparty
nonperformance.
   During 2000,  the California power market was significantly
impacted by the increase in whol esale power prices.    California
customer rates are currently frozen,   requiring the utilities to
finance the majority of their power purchases.     If wholesale
p rices remain at the current levels and no regulatory relief or
1 egis a ive assistance is obtained,  certain California utilities
may need to seek bankruptcy protection.     During 2000, Enron
entered into wholesale power transactions with California
utilities,  including their nonregulated power marketing
affiliates.   Enron has provided credit reserves related to such
activities based on Enron's net position with each California
utility.   Due to the uncertainties surrounding the California
power situation, management cannot predict the ultimate outcome
but believes these matters will   not have a material adverse
impact on Enron's financial   condition.
   Non-Trading Activities.    Enron also enters into financial
instruments such as swaps and other contracts primarily for the
purpose of hedging the impact of market fluctuations on assets,
liabilities,  production or other contractual   commitments.
   Energy Commodity Price Swaps.    At December 31,  2000,  Enron was
a party to energy commodity price swaps covering 18.6 TBtu,     29.9
TBtu and 0.5 TBtu of natural ~as for the years 2001,    2002 and
2003,  respectively,  and 0.3 million barrels of crude oil  for the
					 Page 74



				 0001024401-01- 500010 [1]
year 2001.
   Interest Rate Swaps.   At December 31,   2000, Enron had entered
into interest rate swap a~ reements with an aggregate notional
principal amount of $1.0 billion to manage interest rate
exposure.   These swap agreements are scheduled to terminate $0.4
billion in 2001 and $0.6 billion in the period 2002 through 2010.
   Foreign currency Contracts.    At December 31,   2000, foreign
currency contracts with a notional principal amount of $1.4
billion were outstanding.    These contracts will   expire $1.0
billion in 2001 and $0.4 billion in the period 2002 through 2006.
   Equity contracts.    At December 31, 2000,  Enron had entered
into Enron common stock swaps, with an a~gre~ate notional amount
of $121 million,  to hedge certain incentive-based compensation
plans.   Such contracts will expire in 2001.
   Credit Risk.   while notional amounts are used to express the
volume of various financial   instruments, the amounts potentially
subject to credit risk,   in the event of nonperformance by the
third parties,  are substantially smaller.    Forwards, futures and
other contracts are entered into with counterparties who are equivalent
to investment grade.    Accordingly, Enron does not anticipate any
material impact to its financial position or results of
operations as a result of nonperformance by the third parties on
financial  instruments related to non-trading activities.
   Financial  Instruments.   The carrying amounts and estimated
fair values of Enron's financial instruments, excluding trading
activities,  at December 31,  2000 and 1999 were as follows:
<TABLE>
<CAPTION>
				       2000                     1999
				 Carrying   Estimated    Carrying   Estimated
(In millions)                    Amount     Fair Value     Amount   Fair value

<5>                              <C>         <C>           <C>        <C>
short- and long-term debt
 (Note 7)                        $10,229     $10,217       $8,152     $8,108
Company-obligated preferred
 securities of subsidiaries
 (Note 10)                          904          920       1,000         937
Energy commodity price swaps           -          68                      (3)
Interest rate swaps                                 1                    (55)
Foreign currency contracts                        94
Equity contracts                     15           15           4           4
</TABLE>

   Enron uses the following methods and assumptions in estimating
fair values:  (a) short- and long-term debt - the carrying amount
of variable-rate debt approximates fair value, the fair value of
marketable debt is based on quoted market prices and the fair
value of other debt is based on the discounted present value of
cash flows using Enron's current borrowing rates;    (b) company-
obligated preferred securities of subsidiaries - the fair va] ue
is based on quoted market prices, where available, or based on
the discounted present value of cash flows using Enron's current
borrowing rates if not publicly traded; and (c) energy commodity
price swaps,  interest rate swaps,  foreign currency contracts and
equity contracts - estimated fair values have been determined
using available market data and valuation methodologies.     Judgment
					 Page 75



				  0001024401-01- 500010 [1]
is necessarily required in interpreting market data and the use of
different market assumptions or estimation methodologies may affect
the estimated fair value amounts.
    The fair market value of cash and cash equivalents,    trade and
other receivables, accounts payable and investments accounted for
at fair value are not materially different from their carrying
amounts.
    Guarantees of liabilities of unconsolidated entities and
residual value guarantees have no carrying value and fair values
which are not readily determinable (see Note 15).

4   MERCHANT ACTIVITIES
    An analysis of the composition of Enron's merchant investments
and energy assets at December 31,    2000 and 1999 is as follows:
<TABLE>
<CAPTION>
						    December 31,
(In millions)                                      2000     1999
						  <C>      <C>
Merchant investments(a)
   Energy                                         $  137   $  516
   Energy-intensive industries                        63      218
   Technology- rel ated                               99        11
   Other                                             302      341
						     601    1,086
Merchant assets(b)
   Independent power plants                           53      152
   Natural gas transportation                         36        35
						      89      187
Total                                             $  690   $1,273
<FN>
(a) Investments are recorded at fair value in "Other Assets"
     with changes in fair value reflected in "other Revenues."
(b) Amounts represent Enron 's investment in unconsolidated
     equity affiliates with operating earning s reflected in "Equity
     in Earnings of Unconsolidated Equity Affiliates."
</TABLE>
    Enron provides capital primarily to energy and technology-related
businesses seeking debt or equity financing.      The merchant investments
made by Enron and certain of its unconsolidated affiliates (see Note 9)
are carried at fair value and include public and private equit~,
9overnment securities with maturities of more than 90 days, de t and
interests in limited partnerships. The valuation methodologies
utilize market values of publicly-traded securities,      independent
appraisals and cash flow analyses.
    Also included in Enron's wholesale business are investments in
merchant assets such as power plants and natural gas pipelines,
primarily held through equity method investments.       Some of these
assets were developed,    constructed and operated by Enron.    The
merchant assets are not expected to be long-term,     integrated
components of Enron's energy networks.

    For the years ended December 31,   2000,  1999 and 1998,
					  Page 76



				 0001024401-01- 500010 [1]
respectively,  pre-tax gains from sales of merchant assets and
investments totaling $104 million,   $756 million and $628 million
are included in 'lot her Revenues," and proceeds were $1,838
million,  $2,217 million and $1,434 million.
5   INCOME TAXES
    The components of income before income taxes are as follows:

<TABLE>
<CAPTION>
(In millions)

<5>
united States
Foreign

				2000    1999     1998

				       <C>
				       $   357
					   771
				       $1,128

			      <C>
			      $  640
				 773
			      $1,413

</TABLE>

						 <C>
						 $197
						  681
						 $878

   Total income tax expense is summarized as follows:
<TABLE>
<CAPTION>
(In millions)                   2000    1999    1998

<5>
Payable currently
  Federal
  State
  Foreign

Payment deferred
  Federal
  State
  Foreign

Total  income tax expense(a)

<FN>
(a)

				<C>    <C>

				$112
				  22
				  93
				 227

				  13
				  14
				 180
				 207
				$434

						<C>

					$29      $30
					   6        8
					  48       50
					  83       88

					(159)
					  23
					 157
					  21
					$104

						 (14)
						  11
						  90
						  87
						$175

     See Note 11 for tax benefits related to stock options
     exercised by employees reflected in shareholders'
     equity.
</TABLE>

   The differences between taxes computed at the U.S.   federal
statutory tax rate and Enron's effective income tax rate are as
follows:

<TABLE>
<CAPTION>

				   2000

					      1999

						       1998

<5>
Statutory federal  income tax
 provision
Net state income taxes
Foreign tax rate differential
Equity earnings
Basis and stock sale differences
Goodwill amortization
Audit settlement related to Monthly
 Income Preferred Shares
Other

 <C>

 35 .0%
  2.5
 (2.4)
  5.3
(11.9)
  1.6

 <C>

 35 .0%
  1.8
 (7.0)
(10.1)
(10.8)
  1.6

  -      (1.8)
0.6       0.5
Page 77

 <C>
 35 .0%
  1.7
  0.8
 (4.3)
(14.2)
  2.0

 (1.0)



				  000102 4401-01- 500010 [1]
					30.7%      9.2%    20.0%
</TABLE>

    The principal   components of Enron's net deferred income tax
liability are as follows:
<TABLE>
<CAPTION>
					       December 31,
(In millions)                                 2000      1999
					     <C>       <C>
Deferred income tax assets
   Alternative minimum tax credit
    carryforward                             $  254    $  220
   Net operating loss carryforward              369     1,302
   other                                        189       188
						812     1,710
Deferred income tax liabilities
   Depreciation,  depletion and
    amortization                             1,813      1,807
   Price risk management activities           (182)     1,133
   Other                                        963       782
					      2,594     3,722
Net deferred income tax liabilities(a)       $1,782    $2,012
<FN>
(a) Includes $138 million and $118 million in other current
     liabilities for 2000 and 1999,   respectively.
</TABLE>

    Enron has an alternative minimum tax (AMT) credit carryforward
of approximately $254 million which can be used to offset regular
income taxes payable in future years.     The AMT credit has  an
indefinite carryforward period.
    Enron has a net operating loss carryforward applicable to U.S.
subsidiaries of approximately $65 million, which will     begin to
expire in 2011.     Enron has a net operating loss carryforward
applicable to non-u.s.    subsidiaries of approximately $1.2
bi 1 lion, of which $1.0 billion can be carried forward
indefinitely.    The remaining $200 million expires between   the
years 2001 and 2010.     Deferred tax assets have been recognized
on the $65 million domestic loss and $1.0 billion of the foreign
losses.
    u.s.  and forei9n income taxes have been provided for earnings
of foreign subsidiary companies that are expected to be remitted
to the U.S.    Forei9n subsidiaries'  cumulative undistributed
earnings of approximately $1.8 billion are considered to be
permanently reinvested outside the U.S.     and,  accordingly, no U.S.
income taxes have been provided thereon.      In the event of a
distribution of those earnings in the form of dividends,     Enron
may be subject to both foreign withholding taxes and U.S.     income
taxes net of allowable foreign tax credits.

6   SUPPLEMENTAL CASH FLOW INFORMATION

    Cash paid for income taxes and interest expense,    including
fees incurred on sales of accounts receivable,     is as follows:
<TABLE>
<CAPTION>
					  Page 78



				0001024401-01- 500010 [1]
					  2000       1999

(In millions)                                                   1998
<5>                                        <C>      <C>         <C>
Income taxes (net of refunds)              $ 62     $ 51        $ 73
Interest (net of amounts capitalized)       834       678        585
</TABLE>
    Non-Cash Activity.   In 2000, Enron acquired all minority
shareholders'  interests in Enron Energy Services,  LLC and other
businesses with Enron common stock.    See Note 2.
    In 2000 and 1999,  Enron entered into various transactions with
related parties, which resulted in an exchange of assets and an
increase in common stock of $171 million in 2000.     See Note 16.
    In 2000, a partnership in which Enron was a limited partner
made a liquidating distribution to Enron resulting in a non-cash
increase in current assets of $220 million, a decrease of $20 million
in non-current assets and an increase in current liabilities of
$160 million.
    During 2000 and 1999,  Enron received the rights to specific
third-party fiber optic cable in exchange for the rights on
specific fiber optic cable held for sale by Enron.     These
exchanges resulted in non-cash increases in assets of $69
million and $111 million,   respectively.
    During 1999, Enron issued a p proximately 7.6 million shares of
common stock in connection with the acquisition,    by an unconsolidated
equity affiliate, of interests in three power plants in New Jersey.
    In December 1998,  Enron extinguished its 6.25% Exchangeable
Notes with 10.5 million shares of EOG common stock.
7   CREDIT FACILITIES AND DEBT
    Enron has credit facilities with domestic and foreign banks
which provide for an ag~ regate of $1.4 billion in long-term
committed credit, of which $150 million relates to Portland
General,  and $2.4 billion in short-term committed credit.
Expiration dates of the committed facilities range from February
2001 to May 2005.    Interest rates on borrowings are based upon
the London Interbank offered Rate,   certificate of deposit rates
or other short-term interest rates.    Certain credit facilities
contain covenants which must be met to borrow funds.     Such debt
covenants are not anticipated to materially restrict Enron 's
ability to borrow funds under such facilities.     Compensating
balances are not required,   but Enron is required to pay a
commitment or facility fee.    At December 31,  2000, $290 million
was outstanding under these facilities.
    Enron has also entered into agreements which provide for
uncommitted lines of credit totaling $420 million at December 31,
2000.   The uncommitted lines have no stated expiration dates.
Neither compensating balances nor commitment fees are required,
as borrowings under the uncommitted credit lines are available
subject to agreement by the participating banks.    At December 31,
2000,  no amounts were outstanding under the uncommitted lines.
    In addition to borrowing from banks on a short-term basis,
Enron and certain of its subsidiaries sell commercial paper to
provide financing for various corporate purposes.     As of December
31,  2000 and 1999,  short-term borrowings of $15 million and $330
					 Page 79



				 0001024401-01- 500010 [1]
million,  respectively, and long-term debt due within one year of
$1,303 million and $670 million,   respectively,  have been
reclassified as long-term debt based upon the availability of
committed credit facilities with expiration dates exceedin9
one year and management's intent to maintain such amounts in
excess of one year.   wei9hted average interest rates on
short-term debt outstanding at December 31,    2000 and 1999 were
6.9% and 6.4%,  respectively.
   Detailed information on long-term debt is as follows:
<TABLE>
<CAPTION>

(In millions)
<5>
Enron Corp.
  Senior debentures
     6.75% to 8.25% due 2005 to 2012
  Notes payable(a)
     7.00% exchangeable notes due 2002
     6.40% to 9.88% due 2001 to 2028
     Floating rate notes due 2000 to 2005
     Other
Northern Natural Gas Company
  Notes payable
     6.75% to 7.00% due 2005 to 2011
Transwestern Pipeline Company
  Notes payable
     9.20% due 2004
Portland General
  First mortgage bonds
     6.47% to 9.46% due 2000 to 2023
  Pollution control  bonds
     Various rates due 2010 to 2033
  Other
Other
Amount reclassified from short-term debt
unamortized debt discount and premium
Total long-term debt

December 31,
2000       1999

<C>

<C>

$   262    $  318

   532
 4,416
    92
   242

   500

    11

   328
   200
   282
   414
 1, 318
   (47)
$8,550

   239
 4,114
    79
    34

   500

    15

   373
   200
   129
   204
 1,000
   (54)
$7,151

<FN>
(a)

    Includes debt denominated in foreign currencies of approximately
    $955 million and $525 million,  respectively,  at December 31,
    2000 and 1999.   Enron has entered into derivative transactions
    to hedge interest rates and foreign currency exchange fluctuations
    associated with such debt.   See Note 3.
</TABLE>
   The indenture securing Portland General's First Mortgage Bonds
constitutes a direct first mortgage lien on substantially all
electric utility property and franchises, other than expressly
excepted property.
   The aggregate annual maturities of long-term debt outstanding
at December 31, 2000 were $2,112 million,   $750 million, $852
million, $646 million and $1,592 million for 2001 through 2005,
respectively.

   In February 2001,  Enron issued $1.25 billion zero coupon
convertible senior notes that mature in 2021.    The notes carry a
2.125 percent yield to maturity with an aggregate face value of $1.9
					Page 80



				0001024401-01- 500010 [1]
billion and may be converted,   upon certain contingencies being met,
into Enron common stock at an initial   conversion premium of 45 percent.

8  MINORITY INTERESTS
   Enron 's minority interests at December 31,   2000 and 1999
include the following:
<TABLE>
<CAPTION>
(In millions)                               2000     1999
<5>                                      <C>        <C>
Majority-owned limited liability
 company and limited partnerships        $1,759     $1,773
El ektro(a)                                  462        475
other                                        193        182
					 $2,414     $2,430
<FN>
(a) Relates to the respective parents of Elektro, which
     had minority shareholders in 2000 and 1999.
</TABLE>
   Enron has formed separate limited partnerships and a limited
liability company with third-part y investors for various
purposes.   These entities are md uded in Enron's consolidated
financial   statements, with the third-party investors'  interests
reflected in "Minority Interests" in the consolidated Balance
sheet.
   In October 2000,   Enron contributed ap roximately $1.0 billion
of net assets to a wholly-owned limited viability company.     A
third party contributed $500 million for a preferred mem b ershi p
interest in the limited liability company.     The contribution by
the third party was invested in highly liquid investment grade
securities (including Enron notes) and short-term receivables.
At December 31,  2000, the majority-owned limited liability company
held net assets of $1.0 billion.
   During 1999, third-party investors contributed cash and
merchant investments totaling $1.0 billion to Enron-sponsored
entities to invest in highly liquid investment grade securities
(including Enron notes) and short-term receivabl es.    The merchant
investments,  totaling $500 million, were sold prior to December
31,  1999.  During 2000,  Enron acquired a portion of the minority
shareholder's interest for $485 million.
   In 1998,   Enron formed a wholly-owned limited partnership for
the purpose of holding $1.6 billion of assets contributed by
Enron.   That partnership contributed $850 million of assets and a
third party contributed $750 million to a second newly-formed
limited partnership.    The assets held by the wholly-owned limited
partners hip represent collateral  for a $750 million note
receivable held by the second limited partnership.      In 2000 and
1999,  the wholly-owned and second limited partnerships sold
assets valued at approximately $152 million and $460 million,
respectively,  and invested the proceeds in Enron notes.
   Absent certain defaults or other specified events,    Enron has
the option to acquire the minority holders'    interests in these
 artnerships.   Enron has the option to acquire the minority
~ol ders' interest in the limited liability company after
					 Page 81



				0001024401-01- 500010 [1]
November 2002.   if Enron does not acquire the minority holders'
interests before December 2004 through May 2009, or earlier upon
certain specified events, the minority interest holders may cause
the entities to liquidate their assets and dissolve.
   In 2000, as part of a restructuring,    Jacare Electrical
Distribution Trust (Jacare) sold a 47 percent interest in Enron
Brazil   Power Holdings V Ltd, a subsidiary that holds its
investment in Elektro,   to whitewing for approximately $460 million.
See Note 9.   The proceeds were used to acquire the original minority
shareholder's interest in Jacare.
   In 2000,  Enron acquired all minority shareholders'   interests
in Enron Energy Services,   LLC and Enron Renewable Energy Corp.
See Note 2.
9  UNCONSOLIDATED EQUITY AFFILIATES
   Enron 's investment in and advances to unconsolidated
affiliates which are accounted for by the equity method is as
follows:
<TABLE>
<CAPTION>
					 Net
				       voting          December 31,
(In millions)                         Interest(a)      2000       1999
<5>                                      <C>        <C>          <C>
Azurix Corp.                             34%        $  325       $  762
Bridgeline Holdings                      40%           229
Citrus Corp.                             50%           530          480
Dabhol   Power Company                   50%           693          466
Joint Energy Development Investments
 L.P.  (JEDI)(b)                         50%           399          211
Joint Energy Development Investments
 II L.P.   (JEDI ii)(b)                  50%           220          162
SK - Enron Co.  Ltd.                     50%           258          269
Transportadora de Gas del   Sur S.A.     35%           479          452
whitewing Associates,   L.P.(b)          50%           558          662
Other                                                1,603        1,572
						    $5,294(c)    $5,036(c)
<FN>
(a) Certain investments have income sharing ratios which differ
     from Enron's voting interests.
(b) JEDI and JEDI II account for their investments at fair
     value.  whitewing accounts for certain of its investments at
     fair value.  These affiliates held fair value investments
     totaling $1,823 million and $1,128 million,   respectively,
     at December 31,  2000 and 1999.
(c) At December 31,   2000 and 1999, the unamortized excess of
     Enron' s investment in unconsolidated affiliates was $182
     million and $179 million,  respectively, which is being
     amortized over the expected lives of the investments.
</TABLE>
   Enron's equity in earnings (losses) of unconsolidated equity
affiliates is as follows:
<TABLE>
<CAPTION>
(In millions)                                      2000   1999    1998
					 Page 82



				 000102 4401-01- 500010 [1]

						  <C>     <C>     <C>
Azurix Corp.(a)                                   $(428)  $ 23    $  6
Citrus Corp.                                         50     25      23
Dabhol  Power company                                51     30
Joint Energy Development Investments L.P.           197     11     (45)
Joint Energy Development Investments II,    L.P.     58     92      (4)
TNPC,  Inc.  (The New Power Company)                (60)     -
Transportadora de Gas del Sur S.A.                   38     32      36
whitewing Associates,   L.P.                         58      9
other                                               123     87      81
						   $87    $309    $97
<FN>
(a) During the fourth quarter of 2000, Azurix Corp.    (Azurix) impaired
     the carrying value of its Argentine assets,   resulting in a charge
     of approximately $470 million.   Enron's portion of the charge was
     $326 million.
</TABLE>
   Summarized combined financial    information of Enron's
unconsolidated affiliates is presented below:
<TABLE>
<CAPTION>
					      December 31,
(In millions)                              2000         1999
<5>                                       <C>          <C>
Balance sheet
  Current assets(a)                       $ 5,884      $ 3,168
  Property,  plant and equipment,   net    14,786       14,356
  Other noncurrent assets                  13,485        9,459
  Current liabilities(a)                    4,739        4,401
  Long-term debt(a)                         9,717        8,486
  Other noncurrent liabilities              6,148        2,402
  Owners'  equity                          13,551       11,694
<FN>
(a) Includes $410 million and $327 million receivable from
     Enron and $302 million and $84 million payable to Enron at
     December 31,  2000 and 1999, respectively.
</TABLE>
<TABLE>
<CAPTION>
(In millions)                     2000       1999      1998
<5>                              <C>       <C>        <C>
Income statement(a)
  Operating revenues             $15,903   $11,568    $8,508
  Operating expenses             14,710      9,449     7,244
  Net income                         586     1,857       142
Distributions paid to Enron          137       482        87
<FN>
(a) Enron recognized revenues from transactions with
     unconsolidated equity affiliates of $510 million in 2000,
     $674 million in 1999 and $563 million in 1998.
</TABLE>
   In 2000 and 1999,   Enron sold approximately $632 million and
$192 million,   respectively, of merchant investments and other
					  Page 83



				0001024401-01- 500010 [1]
assets to whitewing.   Enron recognized no 9ains or losses in
connection with these transactions.   Additionally,  in 2000, ECT
Merchant Investments Corp., a wholly-owned Enron subsidiary,
contributed two poois of merchant investments to a limited
partnership that is a subsidiary of Enron.    Subsequent to the
contributions,  the partnership issued partnership interests
representing 100% of the beneficial,  economic interests in the
two asset poois,  and such interests were sold for a total of $545
million to a limited liability company that is a subsidiary of
whitewing.  See Note 3.   These entities are separate legal  entities
from Enron and have separate assets and liabilities.    In 2000 and 1999,
the Related Party,  as described in Note 16,  contributed $33 million
and $15 million,  respectively, of equity to whitewing.   In 2000,
whitewing contributed $7.1 million to a partnership formed by Enron,
whitewing and a third party.    Subsequently, Enron sold a portion of
its interest in the partnership through a securitization.    See Note 3.
   In 2000, The New Power Company sold warrants convertible into
common stock of The New Power Company for $50 million to the
Related Party (described in Note 16).
   From time to time,  Enron has entered into various
administrative service, management,   construction, supply and
operating agreements with its unconsolidated equity affiliates.
Enron's management believes that its existing a~ reements and
transactions are reasonable compared to those which could have
been obtained from third parties.
10  PREFERRED STOCK
   Preferred Stock.   Enron has authorized 16,500,000 shares of
preferred stock,  no par value.  At December 31,  2000, Enron had
outstanding 1,240,933 shares of Cumulative Second Preferred
Convertible Stock (the Convertible Preferred Stock),   no par
value.  The Convertible Preferred Stock pays dividends at an
amount equal to the higher of $10.50 per share or the equivalent
dividend that would be paid if shares of the Convertible
Preferred Stock were converted to common stock.    Each share of
the Convertible Preferred Stock is convertible at any time at the
option of the holder thereof into 27.304 shares of Enron's common
stock, subject to certain adjustments.    The Convertible Preferred
Stock is currently subject to redemption at Enron's option at a
price of $100 per share plus accrued dividends.    During 2000,
1999 and 1998,  55,251 shares,  23,664 shares and 17,797 shares,
respectively, of the Convertible Preferred Stock were converted
into common stock.
   In 1999, all outstanding shares of Series A Preferred Stock
held by whitewing were exchanged for 250,000 shares of Enron
Mandatorily Convertible Junior Preferred Stock,   Series B (Series
B Preferred Stock).   Also in 1999,  Enron entered into a Share
Settlement Agreement under which Enron could be obligated,   under
certain circumstances,  to deliver additional  shares of common
stock or Series B Preferred Stock to whitewing for the amount
that the market price of the converted Enron common shares is
less than $28 per share.   In 2000,  Enron increased the strike
price in the Share Settlement Agreement to $48.55 per share in
exchange for an additional  capital  contribution in whitewing by
third-party investors.   The number of shares of Series B
Preferred Stock authorized equals the number of shares necessary
to satisfy Enron's obligation under the Share Settlement
Agreement.  Absent certain defaults or other specified events,
Enron has the option to acquire the third-party investors'
					Page 84



				 0001024401-01- 500010 [1]
interests.   If Enron does not acquire the third-party investors'
interests before January 2003, or earlier upon certain specified
events, whitewing may liquidate its assets and dissolve.     At
December 31,  2000,  Enron had outstanding 250,000 shares of Series
B Preferred Stock with a liquidation value of $1.0 billion.      The
Series B Preferred Stock pays semi-annual    cash dividends at an
annual rate of 6.50%.    Each share of Series B Preferred Stock is
mandatorily convertible into 200 shares of Enron common stock on
January 15,  2003 or earlier upon the occurrence of certain
events.
   In connection with the 1998 financial   restructuring (yielding
proceeds of approximately $1.2 billion) of Enron's investment in
Azurix,  Enron committed to cause the sale of Enron convertible
preferred stock,  if certain debt obligations of the related
entity which acquired an interest in Azurix, are defaulted
upon, or in certain events,   including, among other things,
Enron's credit ratings fall   below specified levels.   If the sale
of the convertible preferred stock is not sufficient to retire
such obligations,   Enron would be liable for the shortfall.   Such
obligations will mature in December 2001.     The number of common
shares issuable upon conversion is based on future common stock
prices.
   Company-obligated Preferred Securities of Subsidiaries.
Summarized information for Enron' s company-obligated preferred
securities of subsidiaries is as follows:
<TABLE>
<CAPTION>
									  Li qui dati on
(In millions,  except per share amounts                 December 31          value
 and shares)                                           2000      1999      Per Share
<5>                                                   <C>        <C>       <C>
Enron Capital  LLC
  8% Cumulative Guaranteed Monthly Income
   Preferred Shares (8,550,000 shares)(a)             $  214     $ 214     $     25
Enron Capital Trust I
  8.3% Trust Originated Preferred Securities
   (8,000,000 preferred securities)(a)                   200       200           25
Enron Capital Trust II
  8 1/8% Trust originated Preferred Securities
   (6,000,000 preferred securities)(a)                   150       150           25

Enron Capital Trust III
  Adjustable-Rate Capital Trust Securities
   (200,000 preferred securities)                                  200        1,000
LNG Power II L.L.C.
  6.74% Preference Units (105,000 shares)(b)             105                  1,000
Enron Equity Corp.
  8.57% Preferred Stock (880 shares)(a)                   88         88     100,000
  7.39% Preferred Stock (150 shares)(a)(c)                15         15     100,000
Enron Capital  Resources,  L.P.
  9% Cumulative Preferred Securities,   Series A
   (3,000,000 preferred securities)(a)                    75         75          25
Other                                                     57         58
					 Page 85



			       0001024401-01- 500010 [1]
						     $  904

							       $1,000

<FN>
(a) Redeemable under certain circumstances after specified
     dates.
(b) Initial  rate is 6.74% increasing to 7.79%.
(c) Mandatorily redeemable in 2006.
</TABLE>
11   COMMON STOCK

   Earnings Per Share.   The computation of
earnings per share is as follows:
<TABLE>
<CAPTION>
(In millions, except per share amounts)

basic and diluted

 Year Ended December 31,
 2000     1999       1998

<5>
Numerator:
  Basic
     Income before cumulative effect
      of accounting chan9es
     Preferred stock dividends:
       Second Preferred Stock
       Series A Preferred Stock
       Series B Preferred Stock
     Income available to common share-
      holders before cumulative effect
      of accounting changes
     Cumulative effect of accounting
      changes
     Income available to common
      sharehol ders
  Diluted
     Income available to common share-
      holders before cumulative effect
      of accounting changes
     Effect of assumed conversion of
      dilutive securities(a):
       Second Preferred Stock
     Income before cumulative effect
      of accounting changes
     Cumulative effect of accounting
      changes
     Income available to common share-
      holders after assumed conversions
Denominator:
  Denominator for basic earnings per
   share - weighted-average shares
  Effect of dilutive securities:
     Preferred stock
     Stock options
  Dilutive potential  common shares
  Denominator for diluted earnings per
   share - adjusted weighted-average
   shares and assumed conversions
Basic earnings per share:
  Before cumulative effect of accounting
   changes
  Cumulative effect of accounting changes
  Basic earnings per share

<C>

$   979
    (17)
    (66)

<C>

$1,024
   (17)
   (30)
   (19)

<C>

$   703
    (17)

    686

$   686

    896      958
      -     (131)
$   896   $  827

$   896   $  958    $   686

17

913

17

17

	975
-      (131)

703

$   913   $  844    $  703

736
 35
 43
 78

814

     $1.22
     $1.22
Page 86

  705
   36
   28
   64

  769

$1.36
(0.19)
$1.17

  642
   36
   17
   53

  695

$1.07
$1.07



				000102 4401-01- 500010 [1]
Diluted earnings per share
  Before cumulative effect of accounting
   changes                                     $1.12    $1.27     $1.01
  Cumulative effect of accounting changes           -   (0.17)
  Diluted earnings per share                   $1.12    $1.10     $1.01
<FN>
(a) The Series A Preferred Stock and the Series B Preferred
    Stock were not included in the calculation of diluted earnings
    per share because conversion of these shares would be
    antidilutive.
</TABLE>
   Derivative Instruments.    At December 31,  2000, Enron had
derivative instruments (excluding amounts disclosed in Note 10)
on 54.8 million shares of Enron common stock, of which
a p proximately 12 million shares are with JEDI and 22.5 million
shares are with related parties (see Note 16), at an average
price of $67.92 per share on which Enron was a fixed price
payor.   Shares potentially deliverable to counterparties under the
contracts are assumed to be out standin9 in calculating diluted
earnings per share unless they are antidilutive.     At December 31
2000, there were outstanding non-employee options to purchase 6.4 million
shares of Enron common stock at an exercise price of $19.59 per
share.
   Stock Option Plans.    Enron applies Accounting Principles Board
(APB) Opinion 25 and related interpretations in accounting for
its stock option plans.     In accordance with APB Opinion 25, no
compensation expense has been recognized for the fixed stock
option plans.    Compensation expense charged against income for
the restricted stock plan for 2000,   1999 and 1998 was $220
million,   $131 million and $58 million,  respectively.  Had
compensation cost for Enron's stock option compensation plans
been determined based on the fair value at the grant dates for
awards under those plans,   Enron's net income and earnin9s per
share would have been $886 million ($1.09 per share basic,    $1.01
per share diluted) in 2000,   $827 million ($1.08 per share basic,
$1.01 per share diluted) in 1999 and $674 million ($1.02 per
share basic,  $0.97 per share diluted) in 1998.
   The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model with
weighted-average assumptions for grants in 2000,    1999 and 1998,
respectively:    (i) dividend yield of 2.4%,  2.4% and 2.5%; (ii)
expected volatility of 22.3%,   20.0% and 18.3%;  (iii) risk-free
interest rates of 5.8%,   5.6% and 5.0%; and (iv) expected lives of
3.2 years,   3.7 years and 3.8 years.
   Enron has four fixed option plans (the Plans) under which
options for shares of Enron's common stock have been or may be
granted to officers,   employees and non-employee members of the
Board of Directors.     Options granted may be either incentive
stock options or nonqual ified stock options and are granted at
not less than the fair market value of the stock at the time of
grant.   under the Plans,   Enron may grant options with a maximum
term of 10 years.   Options vest under varying schedules.

   Summarized information for Enron's Plans is as follows:
<TABLE>
<CAPTION>
					 Page 87



(Shares in thousands)
<5>
Outstanding,
 beginning of year
  Granted
  Exerci sed(a)
  Forfeited
  Expi red
Outstanding,
 end of year
Exercisable,
 end of year
Available for grant,
 end of year(b)
weighted average
 fair value of
 options granted

       000102 4401-01- 500010 [1]
     2000                  1999
	  Wel ghted
	  Ave rage
	  Exercise
Shares     Price     Shares

<c>
 93,531
 39,167
(32,235)
 (4,358)
    (42)

<C>
$26.74
 70.02
 24.43
 35.68
 23.75

<C>
 79,604
 35,118
(19,705)
 (1,465)
    (21)

96,063    $44.24     93,531
46,755    $29.85     52,803

22,066

24,864

$13.35

weighted
Ave rage
Exercise
 Price
 <C>
 $19.60
  37.49
  18.08
  24.51
  18.79

    1998
	 weighted
	 Average
	 Exercise
Shares    Price

<C>
 78,858
 15,702
(13,072)
 (1,498)
   (386)

<C>
$17.89
 24.99
 15.70
 19.77
 19.76

$26.74   79,604   $19.60
$22.56   45,942   $18.16
	 10,498

$ 7.24

$ 4.20

<FN>
(a) In 2000, Enron recorded tax benefits related to stock options
    exercised by employees of approximately $390 million reflected
    in shareholders'  equity.
(b) Includes up to 20,707,969 shares,  22,140,962 shares and
    10,497,670 shares as of December 31,   2000, 1999 and 1998,
    respectively, which may be issued either as restricted stock
    or pursuant to stock options.
</TABLE>
   The following table summarizes information about stock options
outstanding at December 31,  2000 (shares in thousands):
<TABLE>
<CAPTION>

  Range of
Exercise Prices

<5>
$ 6.88
 20.06
 35.03
 50.48
 71.06

to $20.00
to   34.81
to   47.31
to   69.00
to   86.63

</TABLE>

  Number
Outstanding
at 12/31/00
  <C>
  15,368
  24,091
  21, 520
  13,965
  21,119
  96,063

Options Outstanding
      Wei ghted
       Ave rage
      Remai ni ng
     contractual
	 Life
	 <C>
	 4.7
	 6.8
	 6.8
	 6.5
	 5.6
	 6.2

weighted
Ave rage
Exercise
  Price
 <C>
 $16.72
  24.79
  40.52
  60.18
  79.69
 $44.24

 Options Exercisable

  Number
Exercisable
at 12/31/00
   <C>
   14,001
   18,304
    8,731
    4,072
    1,647
   46,755

   Restricted Stock Plan.   under Enron's Restricted Stock Plan,
participants ma y be granted stock without cost to the
participant.  The shares granted under this plan vest to the
participants at various times ranging from immediate vesting to
vesting at the end of a five-year period,    upon vesting, the
shares are released to the participants.   The following
summarizes shares of restricted stock under this plan:
<TABLE>
					Page 88

weighted
Ave rage
Exercise
  Price
 <C>
 $16. 54
  24.13
  40.27
  61.81
  72.36
 $29.85



<CAPTION>
(Shares in thousands)
<5>
Outstanding, beginning of year
  Granted
  Released to participants
  Forfeited
Outstanding, end of year
Available for grant,  end of year
weighted average fair value of
 restricted stock granted
</TABLE>

000102 4401-01- 500010 [1]

  2000
<C>
  6,781
  2,243
 (2,201)
 (1,444)
  5,379
 20,708
$57.69

 1999
<C>
 6,034
 2,672
(1,702)
  (223)
 6,781
22,141

 1998
<C>
 5,074
 2,122
(1,064)
   (98)
 6,034
10,498

$37.38     $23.70

12   PENSION AND OTHER BENEFITS
    Enron maintains a retirement plan (the Enron Plan) which is a
noncontributory defined benefit plan covering substantially all
employees in the united States and certain employees in foreign
countries.   The benefit accrual  is in the form of a cash balance
of 5% of annual  base pay.
    Portland General  has a noncontributory defined benefit pension
plan (the Portland General   Plan) covering substantially all of
its employees.   Benefits under the Portland General   Plan are based
on years of service,   final average pay and covered compensation.
    Enron Facility Services has a noncontributory defined benefit
pension plan (the EFS Plan) covering substantially all of its
employees.   Benefits under the EFS Plan are based on years
of service,  final average pay and covered compensation.
    Enron also maintains a noncontributor    em loyee stock
ownership plan (ESOP) which covers all eligible employees.
Allocations to individual employees'    retirement accounts within
the ESOP offset a portion of benefits earned under the Enron
Plan.   All shares included in the ESOP have been allocated to the
employee accounts.    At December 31, 2000 and 1999,  12,600,271
shares and 17,241,731 shares,   respectively, of Enron common stock
were held by the ESOP,   a portion of which may be used to offset
benefits under the Enron Plan.
    Assets of the Enron Plan, the Portland General    Plan and the
EFS Plan are comprised primarily of equity securities,    fixed
income securities and temporary cash investments.     It is Enron's
~olicy to fund all    ension costs accrued to the extent required
    federal tax
    Enron provides certain postretirement medical,    life insurance
and dental  benefits to eligible employees and their eligible
dependents.    Benefits are provided under the provisions of
contributory defined dollar benefit plans.     Enron is currently
funding that portion of its obligations under these
postretirement benefit plans which are expected to be
through rates by its regulated pipelines and electric
operations.

   Enron accrues these postretirement benefit costs over the
service lives of the employees expected to be eligible to receive
such benefits.   Enron is amortizing the transition obligation
which existed at January 1,  1993 over a period of approximately
19 years.

					Page 89

							recoverable
							utility



				0001024401-01- 500010 [1]
   The following table sets forth information related to changes
in the benefit obligations,  changes in plan assets, a
reconciliation of the funded status of the plans and components
of the expense recognized related to Enron's pension and other
postreti rement plans:
<TABLE>
<CAPTION>
					       Pension Benefits    Other Benefits
(in millions)                                    2000   1999        2000   1999
						 <C>    <C>         <C>    <C>
Change in benefit obligation
  Benefit obligation,  beginning of year         $708   $687        $120   $134
  Service cost                                     33     32           2      2
  Interest cost                                    53     49          10      9
  Plan participants'  contributions                 -      -           4      3
  Plan amendments                                   -      6           -      -
  Actuarial loss (gain)                             9    (51)         10    (12)
  Acquisitions and divestitures                     -     36           -      -
  Effect of curtailment and settlements(a)         (2)    (8)          -      -
  Benefits paid                                   (55)   (43)        (22)   (16)
Benefit obligation,  end of year                 $746   $708        $124   $120
Chan9e in plan assets
  Fair value of plan assets,  beginning
   of year(b)                                    $853   $774        $ 68   $ 60
  Actual return on plan assets                     41     80          (4)     7
  Acquisitions and divestitures                     -     37           -      -
  Employer contribution                            19      5           7      6
  Plan participants'  contributions                 -      -           4      3
  Benefits paid                                   (55)   (43)        (11)    (8)
Fair value of plan assets,   end of year(b)      $858   $853        $ 64   $ 68
Reconciliation of funded status,  end of year
  Funded status,  end of year                    $112   $145        $(60)  $(52)
  unrecognized transition obligation (asset)       (6)   (13)         44     48
  unrecognized prior service cost                  25     32          12     14
  unrecognized net actuarial  loss (gain)          55     11         (17)   (29)
Prepaid (accrued) benefit cost                   $186   $175        $(21)  $(19)
Wei9hted-average assumptions at December 31
  Discount rate                                  7.75%  7.75%       7.75%  7.75%
  Expected return on plan assets (pre-tax)        (c)    (c)         (d)    (d)
  Rate of compensation increase                   (e)    (e)         (e)    (e)
Components of net periodic benefit cost
  Service cost                                   $33    $32         $  2   $  2
  Interest cost                                    53     49          10      9
  Expected return on plan assets                  (75)   (70)         (4)    (4)
  Amortization of transi ti on obligation
   (asset)                                         (6)    (6)          4      4
  Amortization of prior service cost                5      5           1      1
  Recognized net actuarial   loss (gain)            -      3          (1)     -
  Effect of curtailment and settlements(a)          -     (6)          -      6
Net periodic benefit cost                        $10    $  7        $12    $18
<FN>
(a) Represents one-time nonrecurring events including the
    exchange and sale of EOG (see Note 2) and certain employees
    ceasing participation in the Portland General   Plan as a result of
    union negotiations.
(b) Includes plan assets of the ESOP of $116 million and $121
    million at December 31,  2000 and 1999,  respectively.
(c) Long-term rate of return on assets is assumed to be   10.5%
    for the Enron Plan,  9.0% for the Portland General  Plan and 9.5%
    for the EFS Plan.
					Page 90



				0001024401-01- 500010 [1]
(d) Long-term rate of return on assets is assumed to be 7.5% for
    the Enron assets and 9.5% for the Portland General assets.
(e) Rate of compensation increase is assumed to be 4.0% for the
    Enron Plan,  4.0% to 9.5% for the Portland General   Plan and 5.0%
    for the EFS Plan.
</TABLE>
   Included in the above amounts are the unfunded obligations for
the supplemental  executive retirement plans.    At both December 31,
2000 and 1999,  the projected benefit obligation for these unfunded
plans was $56 million and the fair value of assets was $1 million.

   The measurement date of the Enron Plan and the ESOP is
September 30,  and the measurement date of the Portland General
Plan, the EFS Plan and the postretirement benefit plans is
December 31.   The funded status as of the valuation date of the
Enron Plan,  the Portland General  Plan, the ESOP and the
postretirement benefit plans reconciles with the amount detailed
above which is included in "other Assets" on the consolidated
Balance Sheet.
  For measurement purposes,   6% and 10% annual  rates of increase
in the per capita cost of covered health care benefits were
assumed for the period 2000 to 2001 for the Enron and Portland
General  postretirement plans,  respectively.   The rates were assumed
to decrease to 5% by 2002 and 2010 for the Enron and Portland
General  postretirement plans,  respectively.   Assumed health care
cost trend rates have a significant effect on the amounts reported
for the health care plans.    A one-percentage point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
						  1-Percentage     1-Percentage
(In millions)                                    Point Increase   Point Decrease
<5>                                                   <C>              <C>
Effect on total of service and
 interest cost components                             $0.4             $(0.3)
Effect on postretirement benefit obligation           $4.4             $(3.8)
</TABLE>
   Additionally,  certain Enron subsidiaries maintain various
incentive based compensation plans for which participants may
receive a combination of cash or stock options,    based upon the
achievement of certain performance goals.
13  RATES AND REGULATORY ISSUES
   Rates and regulatory issues related to certain of Enron '5
natural gas pipelines and its electric utility operations are
subject to final  determination by various regulatory agencies.
The domestic interstate pipeline operations are regulated by the
Federal  Energy Regulatory commission (FERC) and the electric
utility operations are regulated by the FERC and the Oregon
Public Utility Commission (OPUC).    As a result,  these operations
are subject to the provisions of Statement of Financial
Accounting Standards (SFAS) No.    71, "Accounting for the Effects
of Certain Types of Regulation," which recognizes the economic
effects of regulation and,   accordingly,  Enron has recorded
regulatory assets and liabilities related to such operations.
   The regulated pipelines operations'   net regulatory assets were
					 Page 91



				 0001024401-01- 500010 [1]
$290 million and $250 million at December 31,   2000 and 1999,
respectively,  and are expected to be recovered over varying time
periods.

   The electric utility operations'   net regulatory assets were
$450 million and $494 mil] ion at December 31,  2000 and 1999,
respectively.   Based on rates in place at December 31,   2000,
Enron estimates that it will   collect substantially all of its
regulatory assets within the next 11 years.
   Pipeline Operations.    On April 16, 1999,  Northern Natural Gas
Company (Northern) filed an uncontested Stipulation and Agreement
of Settlement (Settlement) with the FERC and an order
approving the Settlement was issued by the FERC on June 18,
1999.   The rates effectuated by Northern on November 1,   1999
remain in effect.    On May 1, 2000, Northern filed to implement an
optional volumetric firm throughput service.    An order approving
such service was issued November 8,   2000 with effectiveness
November 1,   2000; a rehearing request is pending.   On November 1,
2000,  Northern filed to increase its rates for the recovery of
return and taxes on its System Levelized Account.     On November
22,  2000, the FERC issued an order approving the rates,   subject
to refund.
   On November 1,   2000, Transwestern Pipeline company implemented
a rate escalation of settled transportation rates in accordance
with its May 1995 global   settlement, as amended in May 1996.   On
August 23,   1999, Transwestern filed for a new service,  Enhanced
Firm Backhaul.   An order by the FERC was issued February 23,
2000, approving the service.
   Electric utility Operations.    On October 2,  2000 PGE filed a
restructuring plan with the opuc that implements the provisions
of the State Senate Bill 5B1149,   signed into law in July 1999.
The new law provides industrial   and commercial  customers of
investor-owned utilities in the state direct access to competing
energy suppliers by October 1,    2001. As filed,  PGE's plan also
proposes an increase in base rates, with new tariffs effective on
October 1,   2001.  PGE is a 67.5% owner of the Trojan Nuclear
Plant (Trojan).    In September 2000, PGE entered into an agreement
with the OPUC related to Trojan.    See Note 14.   At December 31,
2000,  PGE's regulatory asset related to recovery of Trojan
decommissioning costs from customers was $190 million.
   Enron believes,   based upon its experience to date and after
considering appropriate reserves that have been established, that
the ultimate resolution of pending regulatory matters will    not
have a material impact on Enron's financial    position or results
of operations.

14   LITIGATION AND OTHER CONTINGENCIES

   Enron is a party to various claims and litigation,     the
significant items of which are discussed below.     Although no
assurances can be given,   Enron believes,  based on its experience
to date and after considering appropriate reserves that have been
established,  that the ultimate resol ution of such items,
individually or in the aggregate, will    not have a material
adverse impact on Enron's financial   position or results of
operations.
   Litigation.   In 1995,  several parties (the Plaintiffs) filed
suit in Harris County District Court in Houston, Texas,    against
					 Page 92



				 0001024401-01- 500010 [1]
Intratex Gas company (Intratex),   Houston Pipe Line Company and
Panhandle Gas Corn p any (collectively, the Enron Defendants), each
of which is a wholly-owned subsidiary of Enron.     The Plaintiffs
were either sellers or royalty owners under numerous gas purchase
contracts with Intratex, many of which have terminated.     Early in
1996,  the case was severed by the Court into two matters to be
tried (or otherwise resolved) separately.     In the first matter,
the Plaintiffs alleged that the Enron Defendants committed fraud
and negligent misrepresentation in connection with the "panhandle
program," a special marketin9 program established in the early
1980s.   This case was tried in October 1996 and resulted in a
verdict for the Enron Defendants.    In the second matter, the
Plaintiffs alle9e that the Enron Defendants violated state
re9ulatory requirements and certain gas purchase contracts by
failing to take the Plaintiffs'   gas ratably with other producers'
gas at certain times between 1978 and 1988.     The trial court
certified a class action with respect to ratability claims.     On
March 9,  2000, the Texas Supreme Court ruled that the trial
court's class certification was improper and remanded the case to
the trial  court.   The Enron Defendants deny the Plaintiffs'
claims and have asserted various affirmative defenses,    including
the statute of limitations.    The Enron Defendants believe that
they have strong legal and factual defenses,    and intend to
vigorously contest the claims.    Although no assurances can be
given,   Enron believes that the ultimate resolution of these
matters will not have a material adverse effect on its financial
position or results of operations.

    on November 21,  1996, an explosion occurred in or around the
Humberto vidal  Building in San Juan,   Puerto Rico.  The explosion
resulted in fatalities,   bodily injuries and damage to the
building and surrounding property.    San Juan Gas Company,  Inc.
(San Juan Gas),  an Enron affiliate, operated a propane/air
distribution system in the vicinity,    but did not provide service
to the buildin9.    Enron, San Juan Gas, four affiliates and their
insurance carriers were named as defendants, along with several
third parties,  including The Puerto Rico Aqueduct and Sewer
Authority,   Puerto Rico Telephone Company,  Heath consultants
Incorporated,  Humberto vidal,   Inc. and their insurance carriers,
in numerous lawsuits filed in U.S. District Court for the
District of Puerto Rico and the superior Court of Puerto Rico.
These suits seek damages for wrongful death,    personal  injury,
business interruption and property damage allegedly caused by the
explosion.   After nearly four years without determining the cause
of the explosion,   all parties have agreed not to litigate further
that issue,  but to move these suits toward settlements or trials
to determine whether each plaintiff was injured as a result of
the explosion and,   if so, the lawful damages attributable to such
injury. The defendants have agreed on a fund for settlements or
final awards.  Numerous claims have been settled. Although no
assurances can be given,   Enron believes that the ultimate
resolution of these matters will   not have a material adverse
effect on its financial position or results of operations.
    Trojan Investment Recovery.   In early 1993,  PGE ceased commercial
operation of the Trojan nuclear power generating facility.     The OPUC
granted PGE,  throu9h a general   rate order, recovery of, and a return
on,  87 percent of its remaining investment in Trojan.
    The OPUC's 9eneral  rate order related to Trolan has been
subject to litigation in various state courts,    including rulings
by the Oregon Court of Appeals and petitions to the Oregon
Supreme Court filed by parties opposed to the OPuC's order,
					 Page 93



				 0001024401-01- 500010 [1]
including the Utility Reform Project(URP) and the Citizens
Utility Board (CUB).
    In August 2000,  PGE entered into agreements with CUB and the
staff of the OPUC to settle the litigation related to PGE's
recovery of its investment in the Trojan plant.     under the
agreements, CUB agreed to withdraw from the litigation and to
support the settlement as the means to resolve the Trojan
litigation.   The OPUC approved the accounting and ratemaking
elements of the settlement on September 29,    2000.  As a result of
these approvals,   PGE's investment in Trojan is no longer included
in rates charged to customers, either through a return on or a
return of that investment.    Collection of ongoing decommissioning
costs at Trojan is not affected by the settlement agreements or
the September 29,  2000 OPUC order.   with CUB'S withdrawal,  URP is
the one remaining significant adverse party in the litigation.
URP has indicated that it plans to continue to challenge the OPUC
order allowing PGE recovery of its investment in Trojan.
    Enron cannot predict the outcome of these actions.    Although
no assurances can be given,   Enron believes that the ultimate
resolution of these matters will not have a material adverse
effect on its financial   position or results of operations.

    Environmental Matters.   Enron is subject to extensive federal,
state and local  environmental laws and regulations.    These laws
and regulations require expenditures in connection with the
construction of new facilities, the operation of existing
facilities and for remediation at various operating sites.     The
implementation of the Clean Air Act Amendments is expected to
result in increased operating expenses.    These increased
operating expenses are not expected to have a material    impact on
Enron's financial  position or results of operations.
    Enron 's natural gas pipeline companies conduct soil and
groundwater remediation on a number of their facilities.     Enron
does not expect to incur material   expenditures in connection with
soil and groundwater remediation.
15   COMMITMENTS
    Firm Transportation Obli9ations.    Enron has firm
transportation agreements with various joint venture and
other pipelines.   Under these agreements,   Enron must make
specified minimum payments each month.    At December 31,  2000,
the estimated aggregate amounts of such required future payments
were $91 million,  $88 million,  $89 million,  $85 million and $77 million
for 2001 through 2005,   respectively, and $447 million for later
years.
    The costs recognized under firm transportation a9reements,
includin9 commodity charges on actual quantities shipped,    totaled
$68 million,  $55 million and $30 million in 2000,    1999 and 1998,
respectively.
    other Commitments.   Enron leases property, operating
facilities and equipment under various operating leases,    certain
of which contain renewal and purchase options and residual value
guarantees.   Future commitments related to these items at
December 31,  2000 were $123 million,   $98 million,  $69 million,
$66 million and $49 million for 2001 through 2005,     respectively,
and $359 million for later years. Guarantees under the leases
total  $556 million at December 31,  2000.
					 Page 94



				  0001024401-01- 500010 [1]
    Total  rent expense incurred during 2000,  1999 and 1998 was
$143 million,   $143 million and $147 million,   respectively.
    Enron has entered into two development agreements whereby
Enron is required to manage construction of a certain number of
power projects on behalf of third party owners.      under one
development agreement, where construction is expected to be
completed on or before March 31,    2004, Enron has agreed to enter
into power offtake agreements for varying portions of the offtake
from each facility.     under both development agreements,   Enron
maintains purchase options, which may be assigned to a third
party.   In addition to the purchase option under the development
a~ reement,  Enron maintains lease options on the power projects.
I f up on completion, which is expected to occur on or before August 31,
2002,  Enron has failed to exercise one of its options,    Enron may
participate in the remarketing of the power projects which Enron
 a    uaranteed the recovery of 89.9 percent of certain project
costs, of which approximately $140 million has been incurred
through December 31,    2000.
    Enron guarantees the performance of certain of its
unconsolidated equity affiliates in connection with letters of
credit issued on behalf of those entities.     At December 31,  2000,
a total of $264 million of such guarantees were outstanding,
including $103 million on behalf of EOTT Energy Partners,     L.P.
(EoTT).    In addition,  Enron is a guarantor on certain liabilities
of unconsolidated equity affiliates and other companies totaling
approximately $1,863 million at December 31,     2000, including $538
million related to EOTT trade obli9ations.     The EOTT letters of
credit and guarantees of trade obligations are secured by the
assets of EOTT.    Enron has also guaranteed $386 million in lease
obligations for which it has been indemnified by an "Investment
Grade" company.    Management does not consider it likely that
Enron would be required to perform or otherwise incur any losses
associated with the above guarantees.     In addition,  certain
commitments have been made related to capital expenditures and
equity investments planned in 2001.
    on December 15,   2000, Enron announced that it had entered into
an agreement with Azurix under which the holders of Azurix '5
approximately 39 million publicly traded shares would receive cash
of $8.375 in exchange for each share.     The agreement, which is
subject to the approval of Azurix shareholders,     is expected to
close in early 2001.
16   RELATED PARTY TRANSACTIONS

    In 2000 and 1999,   Enron entered into transactions with limited
partnerships (the Related Party) whose general partner's managing
member is a senior officer of Enron.     The limited partners of the
Related Party are unrelated to Enron.     Management believes that
the terms of the transactions with the Related Party were reasonable
compared to those which could have been negotiated with unrelated
third parties.
    In 2000,  Enron entered into transactions with the Related
Party to hedge certain merchant investments and other assets.      As
part of the transactions,    Enron (i) contributed to newly-formed
entities (the Entities) assets valued at approximately $1.2
billion,   including $150 million in Enron notes payable,    3.7
million restricted shares of outstanding Enron common stock and the
right to receive up to 18.0 million shares of outstanding Enron
					  Page 95



				0001024401-01- 500010 [1]
common stock in March 2003 (subject to certain conditions) and
(ii) transferred to the Entities assets valued at approximately
$309 million,  including a $50 million note payable and an
investment in an entity that indirectly holds warrants
convertible into common stock of an Enron equity method investee.
In return,  Enron received economic interests in the Entities,
$309 million in notes receivable, of which $259 million is
recorded at Enron's carryover basis of zero, and a special
distribution from the Entities in the form of $1.2 billion in
notes receivable,  subject to changes in the principal for amounts
payable by Enron in connection with the execution of additional
derivative instruments.    cash in these Entities of $172.6 million
is invested in Enron demand notes.    In addition,  Enron paid $123
million to purchase share-settled options from the Entities on
21.7 million shares of Enron common stock.     The Entities paid
Enron $10.7 million to terminate the share-settled options on
14.6 million shares of Enron common stock outstanding.
In late 2000,  Enron entered into share-settled collar
arrangements with the Entities on 15.4 million shares of
Enron common stock.    such arrangements will be accounted
for as equity transactions when settled.
   In 2000,   Enron entered into derivative transactions with the
Entities with a combined notional amount of approximately $2.1
billion to hedge certain merchant investments and other assets.
Enron's notes receivable balance was reduced by $36 million as a
result of premiums owed on derivative transactions.      Enron
recognized revenues of approximately $500 million related to the
subsequent change in the market value of these derivatives,
which offset market value changes of certain merchant investments
and price risk management activities.    In addition,  Enron recognized
$44.5 million and $14.1 million of interest income and interest expense,
respectively, on the notes receivable from and payable to the
Entities.
   In 1999,   Enron entered into a series of transactions
involving a third party and the Related Party. The effect of the
transactions was (,) Enron and the third party amended certain
forward contracts to purchase shares of Enron common stock,
resulting in Enron having forward contracts to purchase Enron
common shares at the marketprice on that day,     (ii) the Related
Party received 6.8 million shares of Enron common stock subject
to certain restrictions and (iii) Enron received a note
receivable, which was repaid in December 1999,    and certain
financial   instruments hedging an investment held by Enron.    Enron
recorded the assets received and equity issued at estimated fair
value.    In connection with the transactions, the Related Party
agreed that the senior officer of Enron would have no pecuniary
interest in such Enron common shares and would be restricted from
voting on matters related to such shares.    In 2000, Enron
and the Related Party entered into an a~ reement to terminate
certain financial  instruments that had been entered into during
1999.   In connection with this agreement,   Enron received
a p proximately 3.1 million shares of Enron common stock held by
the Related Party.   A put option, which was originally entered
into in the first quarter of 2000 and gave the Related Party the
right to sell  shares of Enron common stock to Enron at a strike
price of $71.31 per share, was terminated under this agreement.
In return,  Enron paid approximately $26.8 million to the Related
Party.
   In 2000,   Enron sold a portion of its dark fiber inventory to
the Related Party in exchange for $30 million cash and a $70
					 Page 96



				 0001024401-01- 500010 [1]
million note receivable that was subsequently repaid.     Enron
recognized gross margin of $67 million on the sale.
    In 2000, the Related Party acquired, through securitizations,
approximately $35 million of merchant investments from Enron.      In
addition,   Enron and the Related Party formed partnerships in which
Enron contributed cash and assets and the Related Party
contributed $17.5 million in cash.    subsequently,  Enron sold a
portion of its interests in the partnerships through securitizations.
See Note 3.   Also,  Enron contributed a put option to a trust in
which the Related Party and whitewing hold equity and debt interests.
At December 31,  2000, the fair value of the put option was a $36
million loss to Enron.
    In 1999, the Related Party acquired approximately $371 million,
merchant assets and investments and other assets from Enron.     Enron
recognized pre-tax gains of approximately $16 million related to
these transactions.   The Related Party also entered into an agreement
to acquire Enron's interests in an unconsolidated equity affiliate
for approximately $34 million.
17   ASSET IMPAIRMENT
    In 1999, continued significant changes in state and federal
rules regardin9 the use of MTBE as a gasoline additive have
si9nificantly impacted Enron's view of the future prospects for
this business.   As a result,  Enron completed a reevaluation of
its position and strategy with respect to its operated MTBE
assets which resulted in (i) the purchase of certain previously-
leased MTBE related assets,   under provisions within the lease,   in
order to facilitate future actions,   including the potential
disposal of such assets and (ii) a review of all MTBE-related
assets for impairment considering the recent adverse changes and
their impact on recoverability.    Based on this review and
disposal discussions with market participants,    in 1999,  Enron
recorded a $441 million pre-tax charge for the impairment of its
MTBE-related assets.
18   ACCOUNTING PRONOUNCEMENTS
    Cumulative Effect of Accounting changes.    In 1999, Enron
recorded an after-tax charge of $131 million to reflect the
initial adoption (as of January 1,   1999) of two new accounting
pronouncements,  the AICPA Statement of Position 98-5 (SOP 98-5),
 Reporting on the Costs of Start-Up Activities" and the Emerging
Issues Task Force Issue No.   98-10, "Accounting for Contracts
Involved in Energy Trading and Risk Management Activities."     The
1999 charge was primarily related to the adoption of SOP 98-5.
    Recently Issued Accounting Pronouncements.    In 1998,  the
Financial Accountin9 Standards Board (FASB) issued SEAS No.    133,
"Accounting for Derivative Instruments and Hedging Activities,"
which was subsequently amended by SFAS No.    137 and SFAS No. 138.
SFAS No.  133 must be applied to all derivative
instruments and certain derivative instruments embedded in
hybrid instruments and requires that such instruments be
recorded in the balance sheet either as an asset or liability
measured at its fair value through earnings, with special
accounting allowed for certain qualifying hedges.     Enron will
adopt SFAS No.  133 as of January 1,  2001.   Due to
the adoption of SEAS No.   133,  Enron will recognize
an after-tax non-cash loss of approximately $5 million in
earnings and an after-tax non-cash gain in "Other Comprehensive
					 Page 97



				 0001024401-01- 500010 [1]
Income," a component of shareholders'   equity, of approximately
$22 million from the cumulative effect of a change in accounting
principle.   Enron will also reclassify $532 million from "Long-
Term Debt" to "Other Liabilities" due to the adoption.
     The total impact of Enron's adoption of SFAS No.   133
on earnings and on "Other Comprehensive Income" is
dependent upon certain pending interpretations, which are
currently under consideration,   including those related to
"normal purchases and normal   sales" and inflation escalators
included in certain contract payment provisions.     The
interpretations of these issues, and others,    are currently under
consideration by the FASB.    while the ultimate conclusions
reached on interpretations being considered by the FASB could
impact the effects of Enron's adoption of SFAS No.    133,
Enron does not believe that such conclusions would have a material
effect on its current estimate of the impact of adoption.
19   QUARTERLY FINANCIAL DATA (unaudited)
    Summarized quarterly financial data is as follows:

<TABLE>
<CAPTION>
(In millions, except
 per share amounts)

 First    Second     Third     Fourth    Total
Quarter   Quarter   Quarter    Quarter   Year(a)

<5>
2000
Revenues
Income before
 interest, minority
 interests and income taxes
Net income
Earnings per share:
  Basic
  Diluted

<C>

<C>

<C>

$13,145    $16,886   $30,007    $40,751   $100,789

624
338

609
289

666
292

$   0.44   $  0.37   $  0.37
    0.40      0.34      0.34

1999
Revenues
Income before
 interest, minority
 interests and income taxes
Net income
Earnings per share:
  Basic
  Diluted

<FN>
(a)

$ 7,632    $ 9,672   $11,835    $10,973   $ 40,112

     533
     122
$   0.17
    0.16

     469
     222
$   0.29
    0.27

     520
     290
$   0.38
    0.35

     473
     259
$   0.33
    0.31

    1,995
      893
$    1.17
     1.10

    The sum of earnings per share for the four quarters may not
    equal  earnings per share for the total year due to changes in
    the average number of common shares outstanding.
</TABLE>

20  GEOGRAPHIC AND BUSINESS SEGMENT INFORMATION
   Enron's business is divided into operating segments,   defined
as components of an enterprise about which financial   information
is available and evaluated regularly by the chief operating
decision maker, or decision-making group,   in deciding how to
allocate resources to an individual  segment and in assessing
performance of the segment.   Enron ' s chief operating decision-
making group is the Office of the chairman.
					Page 98

<C>

<C>

     583
      60
$   0.05
    0.05

    2,482
      979
$    1.22
     1.12



				0001024401-01- 500010 [1]
   Enron's chief operating decision-making group evaluates
performance and allocates resources based on income before
interest, minority interests and income taxes (IBIT) as well as
on net income.  Certain costs related to company-wide functions
are allocated to each segment.   However,  interest on corporate
debt is primarily maintained at Corporate and is not allocated to
the segments.  Therefore, management believes that IBIT is the
dominant measurement of segment profits consistent with Enron's
consolidated financial  statements.  The accounting policies of
the segments are substantially the same as those described in the
summary of significant accounting policies in Note 1.

   Beginning in 2000,  Enron's communications business is being
managed as a separate operating segment named Broadband Services
and therefore, based on criteria set by SFAS No.   131,
"Disclosures about Segments of an Enterprise and Related
Information," is reported separately.
   Enron has divided its operations into the following reportable
segments, based on similarities in economic characteristics,
products and services,  types of customers, methods of
distributions and regulatory environment.
   Transportation and Distribution - Regulated industries.
Interstate transmission of natural gas.    Management and operation
of pipelines.  Electric utility operations.
   wholesale Services - Energy commodity sales and services,
risk management products and financial  services to wholesale customers.
Development, acquisition and operation of power plants,   natural gas
pipelines and other energy-related assets.
   Retail Energy Services - sales of natural gas and electricity
directly to end-use customers,  particularly in the commercial and
industrial sectors,  including the outsourcing of energy-related
activities.

   Broadband Services - construction and management of a
nationwide fiber optic network,  the marketing and management of
bandwidth and the delivery of high-bandwidth content.
   Exploration and Production - Natural gas and crude oil
exploration and production primarily in the united States,
Canada, Trinidad and India until August 16,   1999.  See Note 2.
   Corporate and Other - Includes operation of water and
renewable energy businesses as well as clean fuels plants.
   Financial information by geographic and business segment
follows for each of the three years in the period ended December
31, 2000.
Geographic Segments
<TABLE>
<CAPTION>
				    Year Ended December 31,
(In millions)                       2000       1999      1998
<5>                                <C>        <C>       <C>
Operating revenues from
 unaffiliated customers
					Page 99



				  000102 4401-01- 500010 [1]
  united States                     $ 77,891    $30,176   $25,247
  Foreign                             22,898      9,936     6,013
				    $100,789    $40,112   $31,260
Income before interest,
 minority interests and income
 taxes
  United States                     $  2,131    $ 1,273   $ 1,008
  Foreign                                 351       722       574
				    $  2,482    $ 1,995   $ 1,582
Long-lived assets
  united States                     $ 10,899    $ 8,286   $ 9,382
  Foreign                                 844     2,395     1,275
				    $ 11,743    $10,681   $10,657
</TABLE>
Business Segments
<TABLE>
<CAPTION>
				       Transportation                    Retail
     Corporate
					    and            wholesale     Energy
Broadband        and
(In millions)                           Distribution       Services     Services
Services     Other(d)       Total
<5>                                         <C>             <C>           <C>        <C>
      <C>          <C>
2000
unaffiliated revenues(a)                    $2,742          $93,278       $3,824     $
408     $   537       $100,789
Intersegment revenues(b)                       213            1,628          791
-     (2,632)
  Total revenues                            2,955            94,906        4,615
408     (2,095)        100,789
Depreciation,   depletion and
 amorti zati on                                278               343          38
77         119            855
operating income (loss)                        565            1,668           58
(64)       (274)         1,953
Equity in earnings of
 unconsolidated equity affiliates               65               486         (60)
1       (405)             87
Gains on sales of assets
 and investments                                25                 9          74
-          38            146
Gain on the issuance of stock by
 TNPC, Inc.                                                                  121
			 121
Interest income                                  6               171           5
3          27            212
Other income,   net                             71               (74)        (33)
-          (1)           (37)
Income (loss) before interest,
 minority interests and
 income taxes                                  732            2,260          165
(60)       (615)         2,482
Capital expenditures                           270            1,280           70
436         325          2,381
Identifiable assets                         7,509            43,920        4,266
1,313       3,201         60,209
Investments in and advances to
 unconsolidated equity affiliates              774            4,014          104
24         378          5,294
					  Page 100



				  0001024401-01- 500010 ni
  Total  assets                             $8,283          $47,934       $4,370
$1,337      $3,579       $ 65,503
</TABLE>
<TABLE>
<CAPTION>
				       Transportation                     Retail
Exploration       Corporate
					     and           wholesale      Energy
and              and
(In millions)                           Distribution       Services      Services
Production(c)      Other(d)      Total
<5>                                         <C>             <C>           <C>
<C>             <C>          <C>
1999
unaffiliated revenues(a)                    $2,013          $35,501       $1,518       $
429         $   651       $40,112
Entersegment revenues(b)                        19              786          289
 97         (1,191)
  Total  revenues                            2,032           36,287        1,807
526            (540)       40,112
Depreciation,   depletion and
 amortization                                  247              294           29
213              87           870
Operating income (loss)                        551              889          (81)
 66            (623)          802
Equity in earnings of
 unconsolidated equity affiliates               50              237
		 22           309
Gains on sales of assets
 and investments                                19                11
  -             511           541
Interest income                                 20              126            5
		 11           162
other income,   net                             45                54           8
 (1)             75           181
Income (loss) before interest,
 minority interests and
 income taxes                                  685            1,317          (68)
 65              (4)       1,995
Capital  expenditures                          316            1,216           64
226              541       2,363
Identifiable assets                          7,148           18,501          956
  -            1,740      28,345
Investments in and advances to
 unconsolidated equity affiliates              811            2,684
  -            1,541       5,036
  Total assets                              $7,959          $21,185       $  956       $
  -           $3,281     $33,381
1998
unaffiliated revenues(a)                    $1,833          $27,220       $1,072       $
750           $  385     $31,260
Intersegment revenues(b)                        16              505
134             (655)          -
  Total  revenues                            1,849           27,725        1,072
884             (270)     31,260
Depreciation,   depletion and
 amorti zati on                                253              195           31
315               33         827
Operating income (loss)                        562              880         (124)
133              (73)      1,378
					 Page 101



				 0001024401-01- 500010 [1]
Equity in earnings of
 unconsolidated equity affiliates              33               42           (2)
		 24          97
Gains on sales of assets
 and investments                                                  4
		 21          56
Interest income                                 9               67
  1              11          88
Other income, net                               2               (25)          7
 (6)            (15)         (37)
Income (loss) before interest,
 minority interests and
 income taxes                                 637               968        (119)
128             (32)      1,582
capital expenditures                          310               706          75
690             124       1,905
Identifiable assets                         6,955           12,205          747
3,001           2,009      24,917
Investments in and advances to
 unconsolidated equity affiliates             661            2,632
  -          1,140       4,433
  Total assets                             $7,616          $14,837       $  747
$3,001          $3,149    $29,350
<EN>
(a) Unaffiliated revenues include sales to unconsolidated equity
    affiliates.
(b) Intersegment sales are made at prices comparable to those
    received from unaffiliated customers and in some instances are
    affected by regulatory considerations.
(c) Reflects results through Au9ust 16,    1999.  See Note 2.
(d) Includes consolidating eliminations.
</TABLE>

<PAGE>
	  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
		ON FINANCIAL STATEMENT SCHEDULE

To the Shareholders and Board of Directors of Enron Corp.:
we have audited in accordance with generally accepted
auditing standards,   the consolidated financial  statements of
Enron Corp. and subsidiaries included in this Form 10-K and
have issued our report thereon dated February 23,    2001.  Our
audit was made for the purpose of forming an opinion on the
basic financial  statements taken as a whole.    The schedule
listed in Item 14(a)2 is the responsibility of the company's
management and is presented for purposes of complying with
the Securities and Exchange Commissions s rules and is not
~ art of the basic financial  statements.   This schedule has
 een subjected to the auditing procedures applied in the
audit of the basic financial   statements and, in our opinion,
fairly states in all material   respects the financial data
required to be set forth therein in relation to the basic
financial statements taken as a whole.

			 Arthur Andersen LLP
Houston, Texas
February 23, 2001
					 Page 102



				0001024401-01- 500010 [1]

								   SCHEDULE II

			ENRON CORP. AND SUBSIDIARIES
	      SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
	   FOR THE YEARS ENDED DECEMBER 31,   2000, 1999 AND 1998
				(In Millions)

<CAPTION>
       Column A
   Column E

Column B

Balance at

Beginning

Balance at
   Descri ption
End of Year

of Year

     Column C

     Additions
Charged to   Charged

Costs and

Expenses

   Column D

 Deductions
For Purpose

to Other   which Reserves

Accounts    Were Created

<5>
    <C>
2000
Reserves deducted from
 assets from price risk
 management activities
    $452
Reserves for regulatory issues
      34

Other reserves(a)
     161
1999
Reserves deducted from
 assets from price risk
 management activities
    $337
Reserves for regulatory issues
     201

Other reserves(a)
      48
1998
Reserves deducted from
 assets from price risk
 management activities
    $325

Reserves for regulatory issues
     247

Other reserves(a)
      49

<FN>
(a) Primarily consists of allowance for
    insurance claims and losses.

 doubtful accounts and reserve for
Page 103

<PAGE>
<TABLE>

For

<C>

$ 75

  29

<C>

$259

 231

9

21

<C>

$337

 201

  48

$325

 247

  49

$282

 262

  45

 <C>

 $299

   35

  125

 $185

   35

   27

$141

  15

  20

$ 19

  23

   9

$192

 104

  37

$ 98

27

57

1

17



				000102 4401-01- 500010 [1]

</TABLE>

<PAGE>

			  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the
undersigned,  thereunto duly authorized, on this 30th day of
March,  2001.

				ENRON CORP
				(Regi st rant)

				By:   RICHARD A. CAUSEY
				      (Richard A. Causey)
				      Executive Vice President
				      and Chief Accounting Officer

      Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below on March 30,
2001 by the following persons on behalf of the Registrant
and in the capacities indicated.

       Signature

				   Title

  JEFFREY   K. SKILLING
  (Jeffrey K.  Skilling)

  RICHARD A.  CAUSEY
  (Richard A. Causey)

   ANDREW S.  FASTOW
  (Andrew S.  Fastow)

  ROBERT A.  BELFER*
 (Robert A.  Belfer)

 NORMAN P.  BLAKE, JR.*
(Norman P.  Blake, Jr.)

   RONNIE C.  CHAN*
  (Ronnie C. Chan)
   JOHN H.  DUNCAN*
  (John H. Duncan)
  WENDY L. GRAMM*
 (Wendy L. Gramm)
 KEN L.  HARRISON*
(Ken L.  Harrison)

Chief Executive Officer and
Di rector
(Principal  Executive officer)
Executive Vice President and
Chief Accounting Officer
(Principal Accounting officer)
Executive Vice President and
Chief Financial officer
(Principal  Financial Officer)
Di rector

Di rector

Di rector

Di rector

Di rector

Director

Page 104



     ROBERT K. JAEDICKE*
    (Robert K. Jaedicke)

      KENNETH  L.  LAY*
      (Kenneth L. Lay)

    CHARLES A. LeMAISTRE*
  (Charles A.  LeMaistre)

     JOHN MENDELSOHN*
    (John Mendelsohn)

      JEROME J. MEYER*
     (Jerome J. Meyer)

  PAULO V.  FERRAZ PEREIRA*
 (Paulo V.  Ferraz Pereira)

      FRANK SAVAGE*
     (Frank Savage)

      JOHN A. URQUHART*
     (John A. urquhart)

       JOHN WAKEHAM*
      (John Wakeham)

    HERBERT S. WINOKUR,  JR.*
  (Herbert S. winokur,   Jr.)

*By:   REBECCA C. CARTER
      (Rebecca C. Carter)
(Attorney-in-fact for persons

0001024401-01- 500010 [1]
Di rector

Chai rman
Di rector

of the Board and

Director

Di rector

Di rector

Di rector

Di rector

Di rector

Di rector

Di rector

i ndi cated)

	       SECURITIES AND EXCHANGE COMMISSION
		    WASHINGTON, D.C.   20549

			   EXHIBITS TO
			    FORM 10-K

	 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
	     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,  2000
Commission File Number 1-13159

			   ENRON CORP.
     (Exact name of Registrant as specified in its charter)

				       Page 105



				 0001024401-01- 500010 [1]

	OREGON                                      47-0255140
(State or other jurisdiction of                   (IRS Employer
incorporation  or organi zati on)                Identification No.)

			1400 Smith Street
		       Houston, Texas 77002
	     (Address of principal executive offices)
Registrant's Telephone Number,   Including Area code (713) 853-616
1

			  EXHIBIT INDEX
Exhibit
Number                            Descri ption
*3.01  -  Amended and Restated Articles of Incorporation of
	  Enron Oregon Corp.   (Annex E to the Proxy
	  Statement/Prospectus included in Enron's
	  Registration Statement on Form S-4 - File No.    333-
	  13791).
 *3.02  - Articles of Merger of Enron Oregon Corp.,    an Oregon
	  corporation, and Enron Corp.,   a Delaware
	  corporation (Exhibit 3.02 to Post-Effective
	  Amendment No.  1 to Enron's Registration Statement
	  on Form S-3 - File No.   33-60417).
 *3~Q3  - Articles of Merger of Enron Corp.,    an Oregon
	  corporation,  and Portland General Corporation,   an
	  Oregon corporation (Exhibit 3.03 to Post-Effective
	  Amendment No.  1 to Enron's Registration Statement
	  on Form 5-3 - File No.   33-60417).
 *3~Q4  - Bylaws of Enron (Exhibit 3.04 to Post-Effective
	  Amendment No.  1 to Enron's Registration Statement
	  on Form S-3 - File No.   33-60417).
 *3Q5   - Articles of Amendment of Enron:     Form of Series
	  Designation for the Enron Convertible Preferred
	  Stock (Annex F to the Proxy Statement/Prospectus
	  included in Enron's Registration Statement on Form
	  S-4 - File No.  333-13791).
 *306   - Articles of Amendment of Enron:     Form of Series
	  Designation for the Enron 9.142% Preferred Stock
	  (Annex G to the Proxy Statement/Prospectus included
	  in Enron's Registration Statement on Form S-4 -
	  File No.  333-13791).
 *3Q7   - Articles of Amendment of Enron:     Statement of
	  Resolutions Establishing Series A Junior Voting
	  Convertible Preferred Stock (Exhibit 3.07 to
	  Enron's Registration Statement on Form S-3 - File
	  No. 333-44133).
 *308   - Articles of Amendment of Enron:     Statement of
	  Resolutions Establishing A Series of Preferred
					 Page 106



			       000102 4401-01- 500010 [1]
	 Stock of Enron Corp.   - Mandatorily convertible
	 Single Reset Preferred Stock,   Series A (Exhibit
	 4.01 to Enron's Form 8-K filed on January 26,
	 1999).
*3Q9   - Articles of Amendment of Enron:     Statement of
	 Resolutions Establishing A series of Preferred
	 Stock of Enron Corp.   - Mandatorily convertible
	 Single Reset Preferred Stock,   Series B (Exhibit
	 4.02 to Enron's Form 8-K filed on January 26,
	 1999).
*3.10  - Articles of Amendment of Enron amendincj Article IV
	 of the Articles of Incorporation (Exhi bit 3.10 to
	 Post-Effective Amendment No.   1 to Enron's
	 Registration Statement on Form 5-3 - File No.    333-
	 70465).
*311   - Articles of Amendment of Enron:     Statement of
	 Resolutions Establishing A Series of Preferred
	 Stock of Enron corp.   - Mandatorily convertible
	 Junior Preferred Stock,   Series B (Exhibit 3.11 to
	 Post-Effective Amendment No.   1 to Enron 's
	 Registration Statement on Form S-3 - File No.    333-
	 70465).
*4.01  - Indenture dated as of November 1,    1985, between
	 Enron and Harris Trust and Savings Bank (now The
	 Bank of New York),   as supplemented and amended by
	 the First Supplemental   Indenture dated as of
	 December 1,   1995 (Form T-3 Application for
	 Qualification of Indentures under the Trust
	 Indenture Act of 1939,   File No.  22-14390, filed
	 October 24,   1985; Exhibit 4(b) to Form S-3
	 Registration Statement No.    33-64057 filed on
	 November 8,   1995).  There have not been filed as
	 exhibits to this Form 10-K other debt instruments
	 defining the rights of holders of long-term debt of
	 Enron,   none of which relates to authorized
	 indebtedness that exceeds 10% of the consolidated
	 assets of Enron and its subsidiaries.     Enron hereby
	 agrees to furnish a copy of any such instrument to
	 the commission upon request.
*4.02 -  Supplemental   Indenture, dated as of May
	 8,  1997, by and among Enron Corp.,   Enron Oregon
	 corp. and Harris Trust and Savings Bank (now The
	 Bank of New York),   as Trustee (Exhibit 4.02 to Post-
	 Effective Amendment No.   1 to Enron's Registration
	 Statement on Form S-3,   File No.  33-60417).
*4.03  - Third Supplemental Indenture, dated as of September
	 1,  1997, between Enron corp. and Harris Trust and
	 Savings Bank (now The Bank of New York),    as Trustee
	 (Exhibit 4.03 to Enron Registration Statement on
	 Form S-3,   File No. 333-35549).
*4~Q4  - Fourth Supplemental   Indenture, dated as of August
	 17,  1999,  between Enron corp. and Harris Trust and
	 Savings Bank (now The Bank of New York), as Trustee
	 (Exhibit 4.05 to Enron Registration Statement on
	 Form S-3 - File No.   333-83549).

					Page 107



				0001024401-01- 500010 [1]
Executive Compensation Plans and Arrangements Filed as
Exhibits Pursuant to Item 14(c) of Form 10-K:    Exhibits 10.01
through 10.53
*10.01  - Enron Executive Supplemental   Survivor Benefits
	  Plan, effective January 1,  1987 (Exhibit 10.01 to
	  Enron Form 10-K for 1992).
*10.02  - First Amendment to Enron Executive
	  Supplemental  Survivor Benefits Plan (Exhibit 10.02
	  to Enron Form 10-K for 1999).
*10.03  - Enron Corp.  1988 Stock Plan (Exhibit 4.3 to Form 5-
	  8 Registration Statement No.   33-27893).
*10.04  - Second Amendment to Enron Corp.   1988 Stock Plan
	  (Exhibit 10.04 to Enron Form 10-K for 1996).
*10.05  - Enron Corp.  1988 Deferral Plan (Exhibit 10.19 to
	  Enron Form 10-K for 1987).
*10.06  - First Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.06 to Enron Form 10-K for 1995).
*10.07  - Second Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.07 to Enron Form 10-K for 1995).
*10.08  - Third Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.09 to Enron Form 10-K for 1996).
*10.09  - Fourth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.10 to Enron Form 10-K for 1996).
*10.10  - Fifth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1996).
*10.11  - Sixth Amendment to Enron Corp.   1988 Deferral Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1999).
*10.12  - Enron Corp.  1991 Stock Plan (Exhibit 10.08 to Enron
	  Form 10-K for 1991).
*10.13  - Amended and Restated Enron Corp.   1991 Stock Plan
	  (Exhibit A to Enron Proxy Statement filed pursuant
	  to Section 14(a) on March 24,   1997).
*10.14  - First Amendment to Enron Corp. Amended and Restated
	  1991 Stock Plan (Exhibit 10.13 to Enron Form 10-K
	  for 1997).
*10.15  - Second Amendment to Enron Corp. Amended and
	  Restated 1991 Stock Plan (Exhibit 10.14 to Enron
	  Form 10-K for 1997).
*10.16  - Enron Corp.  1991 Stock Plan (As Amended and
	  Restated Effective May 4,  1999)  (Exhibit B to Enron
	  Proxy Statement filed pursuant to Section 14(a) on
	  March 30,  1999).
*10.17  - First Amendment to Enron Corp.   1991 Stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.17 to Enron Form 10-K for 1999).

					Page 108



			       0001024401-01- 500010 [1]
*10.18  - second Amendment to Enron corp.   1991 stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.18 to Enron Form 10-K for 1999).
*10.19  - Third Amendment to Enron Corp.  1991 stock Plan (As
	  Amended and Restated Effective May 4,   1999)
	  (Exhibit 10.19 to Enron Form 10-K for 1999).
*10.20  - Enron Corp.  1992 Deferral Plan (Exhibit 10.09 to
	  Enron Form 10-K for 1991).
*10.21  - First Amendment to Enron Corp.  1992 Deferral  Plan
	  (Exhibit 10.10 to Enron Form 10-K for 1995).
*10.22  - Second Amendment to Enron Corp.   1992 Deferral Plan
	  (Exhibit 10.11 to Enron Form 10-K for 1995).
*10.23  - Enron Corp. Directors' Deferred Income Plan
	  (Exhibit 10.09 to Enron Form 10-K for 1992).
*10.24  - Split Dollar Life Insurance Agreement between Enron
	  and the KLL and LPL Family Partnership,   Ltd., dated
	  April 22,  1994 (Exhibit 10.17 to Enron Form 10-K
	  for 1994).
*10.25  - Employment Agreement between Enron Corp.   and
	  Kenneth L.  Lay, executed December 18,  1996 (Exhibit
	  10.25 to Enron Form 10-K for 1996).
*10.26  - First Amendment to Employment Agreement between
	  Enron Corp. and Kenneth L.  Lay, dated February 7,
	  2000 (Exhibit 10.26 to Enron Form 10-K for 1999).
*10.27  - Consulting Services Agreement between Enron and
	  John A. urquhart dated August 1,   1991 (Exhibit
	  10.23 to Enron Form 10-K for 1991).
*10.28  - First Amendment to Consulting Services Agreement
	  between Enron and John A. urquhart, dated August
	  27, 1992 (Exhibit 10.25 to Enron Form 10-K for
	  1992).
*10.29  - Second and Third Amendments to Consulting Services
	  Agreement between Enron and John A. urquh art,  dated
	  November 24,  1992 and February 26,  1993,
	  respectively (Exhibit 10.26 to Enron Form 10-K for
	  1992).
*10.30  - Fourth Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart dated as of May
	  9, 1994 (Exhibit 10.35 to Enron Form 10-K for
	  1995).
*10.31 -  Fifth Amendment to Consulting Services Agreement
	  between Enron and John A. urquhart (Exhibit 10.36
	  to Enron Form 10-K for 1995).
*10.32  - Sixth Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart (Exhibit 10.37
	  to Enron Form 10-K for 1995).
*10.33  - Seventh Amendment to Consulting Services Agreement
	  between Enron and John A.  urqu hart, dated October
				       Page 109



			       000102 4401-01- 500010 [1]
	  27,  1997 (Exhibit 10.27 to Enron Form 10-K for
	  1997).
*10.34  - Eighth Amendment to Consulting Services Agreement
	  between Enron and John A.  urquhart, dated May 27,
	  1998 (Exhibit 10.28 to Enron Form 10-K for 1998).
*10.35  - Ninth Amendment to Consulting Services Agreement
	  between Enron and John A. urquhart,  dated December
	  31,  1998 (Exhibit 10.29 to Enron Form 10-K for
	  1998).
*10.36  - Tenth Amendment to Consulting Services Agreement
	  between John A.  Urquhart and Enron Corp. dated
	  January 1,  2000 (Exhibit 10.36 to Enron Form 10-K
	  for 1999).
*10.37  - Enron Corp.  Performance Unit Plan (Exhibit A to
	  Enron Proxy Statement filed pursuant to Section
	  14(a) on March 25,  1994).
*10.38  - Enron corp. Annual Incentive Plan (Exhibit B to
	  Enron Proxy Statement filed pursuant to Section
	  14(a) on March 25,  1994).
*10.39  - Enron Corp. Annual Incentive Plan dated May 4,   1999
	  (Exhibit A to Enron Proxy statement filed pursuant
	  to Section 14(a) on March 30,  1999).
*10.40  - Enron Corp.  Performance Unit Plan (as amended and
	  restated effective May 2,  1995)  (Exhibit A to Enron
	  Proxy Statement filed pursuant to Section 14(a) on
	  March 27,  1995).
*10.41  - First Amendment to Enron Corp.  Performance Unit
	  Plan (Exhibit 10.46 to Enron Form 10-K for 1995).
*10.42  - Enron Corp.  Restated 1994 Deferral  Plan (Exhibit
	  4.3 to Enron Form S-8 Registration Statement,   File
	  No.  333-48193).
*10.43  - Employment Agreement between Enron Capital Trade &
	  Resources Corp. and Jeffrey K.  Skilling, dated
	  January 1,  1996 (Exhibit 10.63 to Enron Form 10-K
	  for 1996).
*10.44  - First Amendment effective January 1,   1997, by and
	  among Enron Corp.,  Enron Capital & Trade Resources
	  Corp., and Jeffrey K.  skilling,  amending Employment
	  Agreement between Enron Capital & Trade Resources
	  Corp. and Jeffrey K.  skilling dated January 1,  1996
	  (Exhibit 10.64 to Enron Form 10-K for 1996).
*10.45  -               Agreement between Enron and Jeffrey K.
			  May 23, 1997 (Exhibit 10.41 to Enron
	  Form 10-K for 1997).
*10.46  - Second Amendment effective October 13,   1997, to
	  Employment ~g reement between Enron Corp.  and
	  Jeffrey K.  Skilling (Exhibit 10.42 to Enron Form 10-
	  K for 1997).
*10.47  - Loan Agreement effective October 13,   1997, between
					Page 110



				0001024401-01- 500010 [1]
	  Enron Corp. and Jeffrey K.  Skilling (Exhibit 10.43
	  to Enron Form 10-K for 1997).
*10.48  - Third Amendment to Employment A~ reement between
	  Enron Corp. and Jeffrey K.  Ski lung,  dated February
	  7, 2000 (Exhibit 10.48 to Enron Form 10-K for
	  1999).
*10.49  - Executive Employment Agreement between Enron
	  Operations Corp.  and Stanley C. Horton,  dated as
	  of October 1,  1999 (Exhibit 10.45 to Enron Form 10-
	  K for 1997).
*10.50  - First Amendment to Executive Employment Agreement
	  by and between Enron Operations Corp.,   Enron Corp.
	  and Stanley C.  Horton, dated December 27,  1999
	  (Exhibit 10.56 to Enron Form 10-K for 1999).
 10.51  - Employment Agreement between Enron Corp.   and Mark
	  A. Frevert,  effective March 1,  2000
*10.52  - Executive Employment A~ reement between Enron Corp.
	  and Kenneth D.  Rice, effective June 1,  1998
	  (Exhibit 10.43 to Enron Form 10-K for 1998).
 10.53  - First Amendment to Executive Employment Agreement
	  between Enron Corp.  and Kenneth D.  Rice, dated
	  February 14,  2000.

 12     - Statement re computation of ratios of earnings
	  to fixed charges.
 21     - Subsidiaries of registrant.
 23.01  - Consent of Arthur Andersen LLP.
 23.02  - Consent of Arthur Andersen LLP.
 24     - Powers of Attorney for the directors signing
	  this Form 10-K.

 99     - Financial Statements of Atlantic Water Trust.

	 *    Asterisk indicates exhibits incorporated
	      by reference.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE> EX- 10
<SEQUENCE>2
<FILENAME>exhlOSl. txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>

						      Exhibit 10.51
		       Employment Agreement

					Page 111



				 0001024401-01- 500010 [1]
     This Employment A9reement ("Agreement"),    including the
attached Exhibit "A," is entered into between Enron Corp.
("Enron"), and Mark Frevert ("Employee")~    to be effective as
of March 1, 2000 (the "Effective Date").     Enron and Employee
agree as follows:
Article 1:  Employment, compensation and Benefits
     1.1  Term and Position.     Enron agrees to employ
Employee, and Employee agrees to be employed by Enron for
the Term (the "Term') described on Exhibit     A.   Enron may
assign Employee to a different position or modify Employee's
duties and responsibilities,   subject to the terms and
conditions of this Agreement.
     1.2  Compensation.   Employee shall   be p aid as set forth
on Exhibit "A."   Employee's monthly base salary shall be
paid in semimonthly installments in accordance with Enron's
standard pay roll practice,  and (as with all other payments
made to Employee by Enron) is subject to withholdin9 of all
federal, state, city, or other taxes as may be required by
1 aw.
     1.3  Benefits.   Employee shall  be allowed to
participate, on the same basis generally as other employees
employed in the same or similar positions,    in all general
employee benefit plans and programs that Enron has made
available to Enron's employees on or after the Effective
Date.   Nothing in this Agreement is to be construed to
provide greater ri9hts,  part, ci pation, coverage, or benefits
than provided to similar 1 y-situated employees pursuant to
the terms of such benefit plans and programs.     Enron is not
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing any such benefit program or plan,
so long as such actions are similarly applicable to covered
employees generally.   Copies of benefit plans will be made
available to Employee upon request.
Article 2:   Termination Before the Term Expires and Effects
	  of Such Termination
     2.1. Termination By Enron.    Enron may terminate
Employee's employment before the Term expires for the
following reasons:
	  a.   Cause.   For "cause" upon the determination by
     Enron 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 by a trial     court; (iii)
     Employee's material  breach of any material   provision of
     this Agreement that,   if possible to correct,   remains
     uncorrected for 30 days after Enron notifies Employee
     in writing of such breach; or (iv) Employee's material
     violation of any material   policy of Enron.   If Enron
     terminates Employee's employment for Cause,    Employee
     shall be entitled only to his or her 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
     compensation and/or benefit plans,    shall cease.

					 Page 112



				0001024401-01- 500010 [1]
	  b.    Involuntary Termination.  Involuntary
     termination at Enron's option may occur for any reason
     whatsoever, including termination without cause,   in the
     sole discretion of Enron.  upon an Involuntary
     Termination before the Term expires,  Employee is
     entitled to receive the amount of one year's annual
     base salary and performance bonus ("Amount").    This
     Amount will be calculated by taking the average of
     Employee's annual  base salary and performance bonus for
     the last two years of Employee's employment with Enron.
     Fifty percent of the Amount shall be paid in six equal
     installments each month during the first six months
     following the Involuntary Termination; the remaining
     fifty percent will  be paid in a single lump-sum payment
     at the end of that six month period.

	  c.    Death/Disability.  upon Employee's (i) death,
     or (ii) becoming incapacitated or disabled so as to
     entitle Employee to benefits under Enron's long-term
     disability p lan, 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 compensation and/or
     benefit plans,  shall cease.
     2.2  Termination By Employee.   Employee may terminate
the employment relationship before the Term expires for the
following reasons:
	  a.    Breach by Enron.  A material breach by ENA of
     any material provision of this Agreement which remains
     uncorrected for 30 days following Employee's written
     notice to ENA of such breach.  upon such a termination,
     Employee shall be entitled to receive the amount of one
     year's annual  base salary and performance bonus
     ("Amount").  This Amount will be calculated by taking
     the average of Employee's annual base salary and
     performance bonus for the last two years of Employee's
     employment with ENA.   Fifty percent of the Amount shall
     be paid in six equal  installments each month during the
     first six months following the Involuntary Termination;
     the remaining fifty percent will   be paid in a sin9le
     lump-sum payment at the end of that six month period.
	  b.    voluntary Termination.  For any other reason
     whatsoever, in Employee's sole discretion.     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 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.
     2.3  Offset.   In all cases, the compensation and
benefits payable to Employee under this Agreement upon
termination of employment shall  be offset by any amounts to
					Page 113



				 0001024401-01- 500010 [1]
which Employee otherwise may be entitled under any benefit
plans,  severance plans, voluntary payments, and policies of
Enron or its affiliates, or amounts (including the value of
Enron's property) that Employee owes to Enron.
      2.4  Certain obligations Continue.    Neither termination
of employment nor expiration of the Term terminates the
Continuing obligations of this Agreement,    including
obligations under Articles 3 and 4.1.
      2.5  Employment Beyond Term.   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.
Article 3:   Confidential  Information;  Post-Employment
obligations
      3.1  This Agreement.   The terms of this ~g reement
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 sublect Employee to disciplinary action, including
without limitation, termination of employment for cause.
      3.2  Enron Property.   All written materials,   records,
data, and other documents prepared or possessed by Employee
during Employee's employment by Enron are Enron property.
All   information, ideas, concepts, improvements,  discoveries,
and inventions that are conceived, made, developed, or
acquired by Employee individually or in conjunction with
others during Employee's employment (whether during business
hours and whether on Enron's premises or otherwise) which
relate to Enron's business,   products, or services are
Enron's sole and exclusive property. All memoranda,    notes,
records,   files, correspondence,  drawings, manuals, models,
specifications,  computer programs, maps,   and all other
documents,  data, or materials of any type embodying such
information,   ideas, concepts,  improvements, discoveries, and
inventions are Enron's property.    At the termination of
Employee's employment with Enron for any reason,    Employee
shall  return all of Enron's documents, data, or other Enron
property to Enron.
      3.3  Confidential  Information;  Non-Disclosure.
Employee acknowledges that the business of Enron and its
affiliates is highly competitive and that Enron has agreed
to provide and immediately will provide Employee with access
to Confidential Information relating to the business of
Enron and its 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;  strate9ies, methods, books,   records, and
documents; technical   information concerning products,
equipment,  services,  and processes;  procurement procedures
and pricing techniques; the names of and other information
					 Page 114



				 0001024401-01- 500010 [1]
concerning customers,   investors, and business affiliates
(such as contact name,   service provided,  pricing for that
customer,  type and 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
benefitin9 or obligating Enron;   bids or proposals submitted
to any third party; technologies and methods;    training
methods and training processes; organizational    structure;
personnel  information,  including salaries of personnel;
payment amounts or rates p aid 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 affiliates in their
businesses to obtain a competitive advantage over their
competitors.   Employee further acknowledges that protection
of such confidential   Information a9ainst unauthorized
disclosure and use is of critical importance to Enron and
its 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 and its affiliates.    Enron also agrees to provide
Employee with immediate access to Confidential Information
and specialized trainin9 regarding Enron's methodologies and
business strategies, which will   enable Employee to perform
his or her job at Enron.
      Employee agrees that Employee will   not, at any time
during or after Employee's employment with Enron, make any
unauthorized disclosure of any confidential Information or
specialized training of Enron or its affiliates, or make any
use thereof,  except in the carrying out of his or her
employment responsibilities hereunder.     Employee also agrees
to preserve and protect the confidentiality of third p arty
confidential  Information to the same extent, and on the same
basis,  as Enron's confidential Information.
      3.4  Non-competition Obligations.    Enron agrees to and
shall provide Employee with immediate access to confidential
Information. Ancillary to the rights provided to Employee
following Involuntary Termination,   Enron's provision of
confidential  Information and specialized training 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
					 Page 115



				0001024401-01- 500010 [1]
Employee's termination of Employment):
	   a.    engage in the business of buying,  selling,
      tradin9, structuring, or executin9 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,   9as, electricity, coal,
      chilled water,  clean fuel, liquids, emissions,
      petrochemicals,  energy assets, transmission capacity,
      paper,  pulp, packa9ing, communications, metals, weather
      products, electronic commerce (including business-to-
      business electronic commerce),   "click trading,"
      bandwidth communications,  interest rates,  credit,
      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 ar-ran9ements into products,  commodities,
      futures, derivatives, or other items in which Enron
      currently is engaging in business,  has plans to engage
      in business, or has en9aged in business in the
      preceding 12-month period;

	   c.    engage in activities relating to Enron's
      business not described in parts a and b of this Article
      3.4, to the extent that Employee has knowledge or
      information about such activities; 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.
      3.5  Non-Solicitation of Customers.    For the Period of
Non-Solicitation of Customers described on Exhibit "A,"
Employee will not call on,   service, or solicit competing
business from customers of Enron or its 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.
      3.6  Non-Solicitation of Employees.    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 or its
affiliates whom Employee had contact with,    knowledge of, or
					 Page 116



				 0001024401-01- 500010 [1]
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.
      3.7  Early Resolution Conference/Arbitration.    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 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 Executive Committee 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 "Earl y Resolution Conference").    Should the
parties not be able to resolve disputes at the Early
Resolution Conference, the parties agree to use
confidential,  bindin   arbitration to resolve the disputes.
The arbitration shal    be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association before an arbitrator licensed to practice law in
Texas.   Either party may seek a temporary restraining order,
injunction,  specific performance, or other equitable relief
re9arding the provisions of this Section if the other party
fails to comply with obli9ations stated herein.     The
parties'  agreement to arbitrate applies only to the matters
subject to an Early Resolution Conference.
Article 4:   Miscellaneous
      4.1  Statements About Enron.   Employee shall  refrain,
both during and after his or her employment,    from publishing
any oral or written statements about Enron or any of its
subsidiaries or affiliates, or any of such entities~
officers,  employees,  agents, or representatives that are
disparaging,  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.
      4.2  Notices.  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.
      4.3  No waiver,   other than as described in Section 2.2
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.
      4.4  Mediation.   If a dispute arises out of or related
to Employee's employment, other than a dispute regarding
					 Page 117



				 0001024401-01- 500010 [1]
Employee's obli gations under Articles 3 and 4.1,   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 confi   en ia  mediation before having
recourse to any other proceeding or forum.
     4.5  Venue/Jurisdictions.    This Agreement shall be
governed by Texas law.   Any litigation that may be brought
 y either p arty 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.
     4.6  Assi gnment.  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.     Enron
may assi~n this Agreement to any affiliate or other entity.
Employee s rights and obligations under this Agreement are
personal, and they shall   not be assigned or transferred
without Enron's prior written consent.
     4.7  Other Agreements.    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).    In addition,  Employee
signed Agreement Type "B" on July 24,    2000, and that
Agreement is incorporated by reference.    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.     This
Agreement supersedes and replaces the Executive Employment
Agreement between Enron and Employee effective June 1,    1998.
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.
     4.8  Invalidity.   Should any provision(s) in this
Agreement be held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions
shall be unaffected and shall    continue in full force and
effect, and the invalid, void or unenforceable provision(s)
shall be deemed not to be part of this Agreement.
     IN WITNESS WHEREOF,   Enron and Employee have executed
this Agreement in multiple originals to be effective on the
first date of the Term.
Enron corp.                    Mark Frevert

By:/s/ MARY K. JOYCE           /5/ MARK FREVERT
Name:   Mary K.  Joyce         This 25th day of August,  2000
Title:  Vice President
This 25th day of August,   2000

					 Page 118



			       0001024401-01- 500010 [1]
			Exhibit "A" to
		     Employment Agreement
	    Between Enron Corp. and Mark Frevert

Employee Name:

Term:

Mark Frevert

June 1,  2000 through May 31,  2003

Position:

Location:

chairman and Chief Executive Officer,
Enron North America Corp.  and Chairman,
Enron Europe Limited
Houston, Texas and London,  England

Monthly Base salary:  Employee's Monthly Base Salary
		      shall  be at least $43,333.33.

Performance Bonus:

Geographic Re g ion
of Responsibility:
Grant Awards:

Employee shall be eligible to
participate in the Enron Corp. Annual
Incentive Plan ("Plan") or any
appropriate replacement bonus plan of
Enron.   All bonuses are discretionary
and 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 and/or restricted stock.
Employee's annual bonus
amounts for calendar years 2000,   2001,
and 2002 under the Plan (payable in
2001,  2002, and 2003,  respectively)
shall be based on an annual bonus target
of $1,500,000.00.
worldwide

As approved by the Compensation
Committee of the Enron Cor~.   Board of
Directors (the "Committee"   , Employee
shall  receive the grants described
below.   These grants are made with the
expectation that this Agreement will   be
executed.   The grants are made pursuant
to the Enron Corp.   1991 stock Plan (the
 stock Plan'') as determined by the
Committee,  and shall  be in the form of
written agreements approved by the
Committee.   The terms of the grant
agreements shall govern these grants.
The exercise price for the grants is
determined according to the provisions
of the stock Plan, on the Date of Grant
established by the Committee ("Date of
Grant").
Employee acknowledges and understands
that the grants described below are
intended to deliver value for a three-
year period.
Employee shall  receive a grant of Enron
		   Page 119



				0001024401-01- 500010 [1]
		     Corp. Common Stock options (with a two-
		     year term) with a value of $7,875,000.00
		     (the number of stock options is
		     determined by the Committee, which uses
		     the Enron-approved Black-Scholes
		     valuation in effect on the date that the
		     Committee approves the grant).   This
		     grant shall vest 50% on the Date of
		     Grant, and 50% on the first anniversary
		     date of the Date of Grant.
		     Employee also shall  receive a grant of
		     Enron Corp. Common Stock options (with a
		     three-year term) with a value of
		     $7,875,000.00 (the number of stock
		     opt, ons is determined by the Committee,
		     which uses the Enron-approved Black-
		     Scholes valuation in effect on the date
		     that the Committee approves the grant).
		     This grant shall vest 50% on the first
		     anniversary date of the Date of Grant,
		     and 50% on the second anniversary date
		     of the Date of Grant.

Period of Post-
Empl oyment
Non-Competi ti on
Obligations
and Non-
Solicitation
of Customers:

Enron Corp.

By: /5/ MARY K.  JOYCE
Name:   Mary K. Joyce
Title: Vice President
This 25th day of August,

Employee's obli9ations in paragraph 3.4,   NOn-
Competition obligations,   and paragraph 3.5,  Non-
Solicitation of Customers,   shall survive the
termination of employment and extend through the
latest of the following dates, whichever is
applicable:   (a) Twelve (12) months after
Employee's voluntary termination of employment if
such termination occurs during the Term; or (b)
Six (6) months after the last date of Employee's
employment with Enron Corp.   in the event of an
involuntary termination with or without cause
during the Term; or (c) Three (3) months after
Employee's termination of employment for any
reason if such termination occurs after the Term.
	 Mark Frevert

	 /5/ MARK FREVERT

	 This 25th day of August,   2000

     2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE> EX- 10
<SEQUENCE>3
<FILENAME>exhlOS3 .txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>

						 Exhibit 10.53

      FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
					Page 120



				 0001024401-01- 500010 [1]
      This Agreement,  entered into on this 14th day of
February,  2000, and made effective as of February 14,    2000,
by and between Enron Corp.,    an Oregon corporation
('Employer") having its headquarters at 1400 Smith Street,
Houston, Texas 77002,   and KENNETH D. RICE ("Employee"), an
individual  residing at 4531 Birch Street,   Bellaire, Texas
77401,  is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
1st day of June,   1998, and made effective as of June 1,  1998
(the "Employment Agreement").

      WHEREAS,  Employee is an employee in good standing with
Employer;
      WHEREAS, the Employer and Employee desire to amend the
Employment Agreement to extend the Term of the Employment
Agreement for one (1) year with consideration for said
extension 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
	del eted in its enti rety and the attached Exhibit "A' is
	inserted in its entirety.
      2.   Article 3,  Section 3.5 of the Employment A9reement is
	hereby deleted in its entirety and the following is inserted
	in its place:
	   "3.5  upon an Involuntary Termination of the
	   employment relationshi pby 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 the remainder of the then current Monthly
	   Base Salary as if Employee's employment (which
	   shall cease on the date of such Involuntary
	   Termination) had continued for the full Term of
	   this Agreement.   In the event of Employee's
	   Involuntary Termination of employment by Employer,
	   for all vesting purposes under any grant or award
	   agreement granted to Employee,   excluding the grant
	   agreement to Employee under the All   Employee Stock
	   Option Program,  Employee shall  continue to vest
	   during the ninety (90) day period following the
	   date of Employee's Involuntary Termination by
	   Employer.   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 0th erwise, for any Involuntary Termination of
					Page 121



			   0001024401-01- 500010 [1]
      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 3, Section 3.10 of the Employment Agreement
   is hereby deleted in its entirety.
4.    Article 7, Section 7.1 of the Employment
A~r eement is hereby deleted in its entirety and
     following is inserted in its entirety:
      "7.1 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.
      In the event of Employee's termination of
      employment for any reason during the Term of this
      Agreement, these post employment non-competition
      and non-solicitation obligations shall extend for
      a period of one (1) year plus any additional
				   Page 122



				 0001024401-01- 500010 [1]
				Gasnacol S.A.,  (Pending).
			   Gases de la Guajira S.A.,  E.S.P.,  (Pending).
			   Gases Del Occidente S.A.,  E.S.P.,
			   (Barranqui 11 a)
			   Surtigas S.A., E.S.P.,  (Pending).
				Gasnacol S.A.,  (Pending).
				Tolgas S.A.,  (Pending).
		      SE Raven L.P., (Delaware)
		      SE Thunderbird,  L.P., (Delaware)
PORTLAND GENERAL ELECTRIC COMPANY,   (oregon)
     Portland General Transport Corporation,    (Oregon)
     121 S.W. Salmon St. Corporation,    (Oregon)
	 Salmon Springs Hospitality G~OU~,    Inc., (Oregon)
	  World Trade Center Northwest Corporation,     (Oregon)
PORTLAND GENERAL HOLDINGS,   INC.,  (Oregon)
     PGH Leasing,  LLC,  (Oregon)
	  Seneca Leasing Partners,   L.P.,  (Delaware)
	 PGH II, Inc.,   (oregon)
		    Columbia-Pacific Distribution Servi ces Company,
		      LLC, (Oregon)
		 Enron Distribution Services Company,    LLC,  (Delaware)
		   Peregrine Ventures II,   L.P., (Pending)
		   Portland Energy Solutions Company,   LLC, (Oregon)
		   Portland General Distribution Company,    (Oregon)
				Columbia-Pacific   Distribution Services
				 Company, LLC,  (Oregon)
			      Enron Distribution Services Company,   LLC,
				(Del aware)
			      Portland Energy Solutions Company,   LLC,
				(Oregon)
		    Portland General Operations Company,   Inc.,  (Oregon)
		   Tule Hub Services Company,   (Oregon)
     Portland General Operations Company,   Inc.,  (Oregon)
		    PGO Holding Company Ltd.,   (Cayman Islands)
		    PGO-Mexico ComUp9rade Ltd.,   (Cayman Islands)
			      PGO-Mexico Comupgrade 1,  LLC, (Delaware)
			      PGO-Mexico CornUpgrade 2, LLC, (Delaware)
		    PGO-Mexico Ltd.,   (Cayman Islands)
			      PGO-Mexico 1 LLC,  (Delaware)
			      PGO-Mexico 2 LLC,  (Delaware)
     Portland General   Property Holdings,  Inc., (oregon)
     Tule Hub Services Company,   (oregon)
PORTLAND TRANSITION COMPANY,    INC., (Oregon)
PRAIRIE HAWK, INC.,   (Delaware)
PRONGHORN I LLC, (Delaware)
	Porcupine I LLC,   (Delaware)
ROADRUNNER I LLC,  (Delaware)
	Bobcat I LLC,   (Delaware)
SEMINOLE CAPITAL LLC,   (Delaware)
				 SENTINEL DOME LLC,  (Delaware)
		    SEQUOIA FINANCIAL ASSETS,   LLC, (Delaware)
SHELBY LTD., (Cayman Islands)
SMITH STREET LAND COMPANY,   (Delaware)
      Enron Renewable Energy Corp.,    (Delaware)
      Enron solar Energy,   Inc., (Delaware)
	      EREC Nepal Development Ltd.,    (Cayman Islands)
   Enron wind corp.,   (California)
     Enron Wind Corp.   Holdings B.V.,  (The Netherlands)
				 Enron wind Denmark ApS,   (Denmark)
				 Enron wind Gunfleet Limited,   (England)
			   Owenreagh Power Partners Ltd.,   (Cayman Islands)
			  Owenreag   a man Power Partners,   LLC,
			   (Cayman Islands)
					 Page 178



			0001024401-01- 500010 [1]
	     owenreagh Power Partners,   (Cayman Islands)
			  Tacke Sverige AB,  (Sweden)
			 vindkraftbolaget utgrunden Aktiebolag,
			  (Sweden)
Enron wind Domestic Holding Corp.,   (California)
   Enron wind Development Corp.,   (California)
	Enron Wind Cabazon Funding LLC,   (Delaware)
	Cabazon Holdings LLC,  (Del aware)
	Cabazon Power Partners LLC,  (Delaware)
	Enron Wind Cabazon LLC,  (Delaware)
	Cabazon Holdings LLC,  (Delaware)
	Cabazon Power Partners LLC,  (Delaware)
	Enron Wind Indian Mesa,  (Delaware)
	Enron Wind Indian Mesa II LLC,   (Delaware)
	Indian Mesa Power artners II LP,   (Delaware)
	Enron Wind Indian Mesa I LLC,   (Delaware)
	Indian Mesa Power Partners III LP,   (Delaware)
	Enron Wind Lake Benton LLC,  (Delaware)
	Lake Benton Power Associates LLC,   (Delaware)
   Lake Benton Holdings LLC,  (Delaware)
   Lake Benton Power Partners LLC,   (Delaware)
	Enron Wind Midwest LLC,  (Delaware)
	     Enron Wind Lake Benton II LLC,   (Delaware)
		  Lake Benton Power Partners II LLC,    (Delaware)
	     Enron Wind Storm Lake I LLC,   (Delaware)
		  Storm Lake Power Partners I LLC,    (Delaware)
	     Enron Wind Storm Lake II LLC,   (Delaware)
		  Storm Lake Power Partners II LLC,    (Delaware)
	     Storm Lake II Power Associates LLC,   (Delaware)
		  Storm Lake II Holdings LLC,   (Delaware)
	Enron wind Palm Springs LLC,  (Delaware)
	     Palm Springs Power Partners LLC,   (Delaware)
	     Enron wind Southwest Texas I LLC,   (Delaware)
	     Southwset Texas Power Partners I LP,   (Delaware)
	Enron Wind Texas Panhandle LLC,   (Delaware)
	Gorman Power Partners I LLC,  (Delaware)
	Green Power Partners I LLC,  (Delaware)
	Green Power Partners II LLC,  (Delaware)
	Indian Mesa Power Partners II LLC,   (Delaware)
	Indian Mesa Power Partners III LP,   (Delaware)
	Indian Mesa Power Partners II LP,   (Delaware)
	Indian Mesa Power Partners I LP,   (Delaware)
	Kahua Power Partners LLC,   (Delaware)
	Lake Wilson Power Partners I LLC,   (Delaware)
	Midwest Power Funding LLC,   (Delaware)
	Painted Hills Power Partners I LLC,   (Delaware)
	Rocky Mountain Power Partners LLC,   (Delaware)
	Rocky Mountain Power Partners II LLC,   (Delaware)
	     Southwest Texas Power Partners I LP,   (Delaware)
	Texas Panhandle Power Partners I LP,   (Delaware)
	Victory Garden Power Partners I LLC,   (Delaware)
	Zond Cabazon Development Corporation,   (Delaware)
	Zond Iowa Development Corporation,   (Delaware)
	zond Maine Development Corporation,   (Delaware)
   Zond Palm Springs Deve] opment Corporation,  (California)
	Palm Springs Wind Developers,   (California)
   Enron Wind Systems,  Inc., (California)
	Enron Wind Funding LLC,  (Delaware)
		 Storm Lake II Power Associates LLC ,    (Delaware)
	Enron Wind Overseas Development Limited,   (England)
      Cambrian Wind Energy Limited,  (Wales)
	Enron Wind Ireland Limited,  (Ireland)
	     Mynydd Gorddu Maintenance Limited,   (England)
				Page 179



			       0001024401-01- 500010 [1]
		    Parco Eolico Faeto S.R.L.,   (Italy)
		    zond International Contractors Limited,   (England)
	  Mesa Wind Developers,   (California)
	  Painted Hills wind Developers,   (California)
	  Sky River LLC,  (Delaware)
	  Sky River Partnership,  (California)
	  sagebrush Partner Fifteen,  Inc.,  (California)
	       Triveni zond Private Limited,   (India)
	       Victory Garden LLC,  (Delaware)
		    Victory Garden Phase IV Partnership,
		    Sixteen,  Inc., (California)
	  Zond Mesa-VGIV Corporation,   (California)
		       zond Construction Corporation,  (California)
		       zond Construction II Corporation,   (California)
		   Mesa Construction Company,    (California)
		   Mesa Construction II Company,   (California)
	  Zond Pacific,  Inc., (Hawaii)
	  Zond windsystems Management Corporation,   (California)
	       zond-PanAero Windsystems Partners I,   (California)
	  Zond windsystems Management Corporation II,   (California)
	       zond-PanAero windsystems Partners II,   (California)
	  Zond windsystems Management Corporation III,    (California)
	       Zond windsystems Partners,   Ltd.Series 85-A, (California)
	       Sagebrush Partner Seventeen,   Inc., (California)
	  zond windsystems Management Corporation IV,   (California)
	       zond windsystems Partners,   Ltd.Series 85-B, (California)
		    Sagebrush Partner Eighteen,  Inc.,  (California)
	  Zond windsystems Management Corporation V,   (California)
	       Zond windsystems Partners,   Ltd. Series 85-C, (California)
	       Sagebrush Partner Nineteen,   Inc., (California)
	  Zond windsystems Operating Corporation,   (California)
	  ZWHC, L.L.C.,  (California)
     Sagebrush Partners Twenty,   Inc., (California)
     Enron wind Holdings B.V.,   (The Netherlands)
     Enron Wind Holding GmbH,  (Germany)
	  Enron Wind GmbH,  (Germany)
	  Enron wind Service GmbH,  (Germany)
Enron Wind International Development Corp.,   (California)
     Enron Wind International Holding Corp.,   (California)
	  Enron wind Cayman Holding Corp.,   (Cayman Islands)
		 Enron Wind Development Holdings B.V.,
		   (The Netherlands)
		       Enron Wind Hellas Holdings B.V.,
			(The Netherlands)
	       Aeolos S.A.,  (Greece)
	       IWECO Me9ali Vrissi S.A.,  (Greece)
	       Enron Wind Hellas S.A.-Construction Management
		Services of Wind Power Stations,   (Greece)
	       Enron Wind Hellas S.A.-Operation Maintenance Services
		of Wind Power Stations,   (Greece)
	       Mynydd Eleri  Limited, (Cayman Islands)
	       zond Cayman Corporation,   (Cayman Islands)
		    Mynydd Eleri  Limited,  (Cayman Islands)
		    Zond Cayman Corporation,   (Cayman Islands)
		    zond Honduras L.L.C.,   (Cayman Islands)
		    zond Power Partners of chandras L.L.C.,
		      (cayman Islands)
		    zond Power Partners of Honduras L.L.C.,
		      (Cayman Islands)
		    zond Power Partners of Megali Vrissi   L.L.C.,
		      (Cayman Islands)
		    zond Power Partners of Mynydd Gorddu L.L.C.,
		      (Cayman Islands)
					Page 180



				0001024401-01- 500010 [1]
		      Mynydd Gorddu Investment company,
		       (Cayman Islands)
	       zond Power Partners of owenreagh L.L.C.,
		  (Cayman Islands)
	  Enron Wind de Espana,   S.L.,  (Spain)
	  Zond Chile S.A.,   (Chile)
	  zond de Espana Parques EolicOs,    Si.,  (Spain)
	       zond Honduras LL.C.,     (Cayman Islands)
	       zond Power Partners of Chandras L.L.C.,
		  (Cayman Islands)
	       zond Power Partners of Honduras L.L.C.,
		  (Cayman Islands)
	       Zond Power Partners of Megali Vrissi     L.L.C.,
		  (Cayman Islands)
	       Zond Power Partners of Mynydd Gorddu L.L.C,,
		  (Cayman Islands)
	       Zond Power Partners of Owenreagh L.L.C.,
		  (Cayman Islands)
		      owenreagh Power Partners,  (Cayman Islands)
     Iweco S.A.,,  (Greece)
	  Aeolos S.A.,,  (Greece)
	  Iweco Megali Vrissi   S.A.,  (Greece)
     Iweco Megali Vrissi   S.A.,  (Greece)
     x2Y2 corporation,   (California)
     zond Construction Corporation,    (California)
     zond Construction Corporation II,    (California)
     Mesa Construction Company II,    (California)
     zond Construction Corporation III,    (California)
     zond Construction Corporation IV,    (California)
     zond Constructors,   Inc., (California)
     Zond Constructors II,   Inc., (California)
	  Zond Minnesota Construction Company L.L.C.,     (California)
     Zond Minnesota Construction Company L.L.C.,     (California)
     Enron Wind Development Corp.,    (pending).
     Enron wind Energy Systems Corp.,    (California)
     Zond International sales Corporation,    (Barbados)
     Enron wind Maintenance Corp.,    (California)
     zond Victory Garden Phase IV    Maintenance Corporation,
      (Cal i forni a)
 SPORTS FINANCING CORP.,   (Delaware)
      Stadium Facilities,   L. P., (Texas)
TRANSBORDER GAS SERVICES II LTD.,    (Cayman Islands)
TRANSBORDER SHIPPING SERVICES LTD.,    (Cayman Islands)
WHITEWING ASSOCIATES LP,   (Delaware)
	  Blue Herron I LLC,   (Delaware)
		      HPL Asset Holdings L.P.,  (Delaware)
		      Merlin Acquisition L.P.,  (Delaware)
			       ECT Colombia Pipeline Holdings 2 Ltd.,
				(Cayman Islands)
		      Promigas S.A., E.S.P.,  (Pending).
			   Gases del Caribe S.A.,  E.S.P., (Pending).
				Gases de la Guajira S.A.,  E.S.P.,  (Pending).
				Gas de Risaralda S.A.,  (Pending).
				Gasnacol  S.A., (Pending).
			   Gases de la Guajira S.A.,  E.S.P.,
			    (Pending).
			   Gases Del occidente S.A.,  E.S.P.,
			    (Barranquilla)
			   Surtigas S.A.,  E.S.P., (Pending).
				Gasnacol  S.A., (Pending).
				Tolgas S.A.,  (Pending).
			      European Power Holdings,  (England)
			      Pelican Bidder cayman Limited,
					 Page 181



		     0001024401-01- 500010 [1]
		    (Cayman Islands)
			   European Power Holdings,   (England)
	  SE Acquisition,   L.P.,  (Delaware)
		 Merlin Acquisition L.P.,    (Delaware)
		       ECT Colombia Pipeline Holdings 2 Ltd.
			(Cayman Islands)
	       Promigas SA.,    E.S.P.,  (Pending).
	       Gases del Caribe S.A.,    E.S.P., (Pending).
		     Gases de la Guajira S.A.,   E.S.P.,
		       (Pending).
		     Gas de Risaralda S.A.,   (Pending).
		     Gasnacol  S.A., (Pending).
	       Gases de la Guajira S.A.,    E.S.P.,
		 (Pending).
	       Gases Del Occidente S.A.,    E.S.P.,
		 (Barranqui 11 a)
	       Surtigas S.A.,   E.S.P.,  (Pending).
		     Gasnacol S.A.   , (Pending).
		     Tolgas S.A.,  (Pending).
HPL Asset Holdings L.P.,   (Delaware)
	  Merlin Acquisition L.P.,   (Delaware)
		 ECT   Colombia Pipeline Holdings 2 Ltd.
		   (Cayman Islands)
	  Promigas SA.,    E.S.P., (Pending).
	       Gases del Caribe S.A.,    E.S.P., (Pending).
		     Gases de la Guajira S.A.,   E.S.P.,
		       (Pending).
		     Gas de Risaralda S.A.,   (Pending).
		     Gasnacol S.A.,  (Pending).
	       Gases de la Guajira S.A.,    E.S.P., (Pending).
		     Gases Del occidente S.A.,   E.S.P.,,
		       (Barranqui 11 a)
	       Surtigas S.A.,   E.S.P.,  (Pending).
		     Gasnacol  S.A., (Pending).
		     Tolgas S.A.,  (Pending).
	  SE Acquisition,   L.P.,  (Delaware)
		 Merlin Acquisition L.P.,   (Delaware)
		       ECT Colombia Pipeline Holdings 2 Ltd.,
			(cayman Islands)
		 Promigas S.A.,   E.S.P., (Pending).
	       Gases del Caribe S.A.,    E.S.P., (Pending).
		     Gases de la Guajira S.A.,   E.S.P.,
		       (Pending).
		     Gas de Risaralda S.A.,   (Pending).
		     Gasnacol S.A.,  (Pending).
	       Gases de la Guajira S.A.,    E.S.P.,
		 (Pendin ).
	       Gases De~ Occi dente S.A.,
		       E.S.P., (Barranquilla)
	       Surtigas S.A.,   E.S.P.,  (Pending).
		     Gasnacol S.A.,  (Pending).
		     Tolgas S.A.,  (Pending).
	  SE Raven L.P.,   (Delaware)
		 SE Thunderbird,   L.P., (Delaware)
	  SE Raptor L.P.,   (Delaware)
	  SE Raven L.P.,   (Delaware)
	  SE Thunderbird,  L.P.,   (Delaware)
SE Acquisition,  L.P.,  (Delaware)
	   Merlin Acquisition L.P.,    (Delaware)
		    ECT Colombia Pipeline Holdings 2 Ltd.,
		     (cayman Islands)
	       Promigas S.A.,   E.S.P.,  (Pending)
	       Gases del Caribe S.A.,    E.S.P., (Pending).
			      Page 182



				 0001024401-01- 500010 [1]
			  Gases de la Guajira S.A.,   E.S.P.,
			    (Pendin9).
			  Gas de Risaralda S.A.,   (Pending).
			  Gasnacol S.A.,   (Pending).
			  Gases de la Guajira S.A.~,  E.S.P.,
			    (Pending).
				Gases Del Occidente S.A.,  E.S.P.,
				 (Bar ranqui 11 a)
			  Surtigas S.A.,   E.S.P., (Pending).
				Gasnacol  S.A., (Pending).
				Tolgas S.A.,  (Pending).
		      Purple Martin,  LLC,  (Delaware)
		     SE Raven L.P.,   (Delaware)
		     SE Thunderbird,  L.P.,  (Delaware)
YELLOWKNIFE INVESTORS,  INC.,  (Delaware)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>ex-23 .txt
<DESCRIPTION>CONSENTS OF EXPERTS AND COUNSEL
<TEXT>

						     Exhibit 23.01

	  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation of our reports dated February 23,    2001
included in this Form 10-K,   into Enron Corp.'s previously
filed Registration Statement File Nos.    33-13397 (Savings
Plan), 33-34796 (Savings Plan),   33-52261 (savings Plan),   33-
27893 (1988 Stock Option Plan),   33-52768 (1991 Stock Plan),
33-60821 (1994 Stock Plan),   333-70465 (Debt Securities,
Common Stock, Preferred Stock and Depository Shares),    333-
48193 (1994 Deferral  Plan),  333-82225 (1994 stock plan),   333-
85001 (1994 Stock Plan),  333-82227 (1991 Stock Plan),   333-
84999 (1991 Stock Plan),  333-54448 (1991 Stock Plan),   333-
54452 (1994 Stock Plan),  333-54454 (1999 Stock Plan),   333-
41776 (Debt Securities,  Preferred Stock, Depository Shares),
333-34030 (4.9 Million Shares of Common Stock) and 333-39394
(616,778 Shares of Common Stock).

					  ARTHUR ANDERSEN LLP

					 Page 183



				 0001024401-01- 500010 [1]
Houston, Texas
March 30,   2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>exh2LO2 .txt
<DESCRIPTION>CONSENTS OF EXPERTS AND COUNSEL
<TEXT>

						       Exhibit 23.02

	     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference of our report dated March 26,    2001,
on the financial   statements of Atlantic Water Trust included
in this Form 10-K as Exhibit 99,    into Enron Corp.'s previously filed
Registration Statement File Nos.    33-13397 (savings Plan), 33-
34796 (Savings Plan),   33-52261 (Savings Plan),  33-27893 (1988
Stock Option Plan),   33-52768 (1991 Stock Plan),  33-60821 (1994
Stock Plan),  333-70465 (Debt Securities, Common Stock,    Preferred
Stock and Depository Shares),    333-48193 (1994 Deferral  Plan), 333-
82225 (1994 Stock plan),   333-85001 (1994 Stock Plan),  333-82227
(1991 Stock Plan),   333-84999 (1991 Stock Plan),  333-54448 (1991
Stock Plan),  333-54452 (1994 Stock plan),   333-54454 (1999 Stock
Plan),  333-41776 (Debt Securities,  Preferred Stock,  Depository
Shares),  333-34030 (4.9 Million Shares of Common Stock) and 333-
39394 (616,778 Shares of Common Stock).

ARTHUR ANDERSEN LLP

Houston, Texas
March 26,   2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>exh24 .txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

						      Exhibit 24
			 POWER OF ATTORNEY

	    KNOW ALL MEN BY THESE PRESENTS , that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
					 Page 184



				 000102 4401-01- 500010 [1]
Company hereby constitutes and appoints Kenneth L.    Lay,
jeffrey K.  Skilling,  Richard A. Causey, Andrew S.   Fastow and
Rebecca C. Carter, and each of them (with full    power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,    place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual  Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full   to all  intents and purposes as the undersigned
might or cou~'d do if personally present,   hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,   the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ ROBERT A.   BELFER
				     Robert A.  Belfer

			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS,   that in connection
with the filing by Enron Corp., an oregon corporation (the
 Company"), of its Annual Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.   Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,    place
and stead,  in any and all capacities, to sign,   execute and
file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as fully to all   intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,   the undersigned has hereto set
his hand this 26th day of March,   2001.

				     /5/ NORMAN P.   BLAKE, JR.

				     Norman P.  Blake,  Jr.

			 POWER OF ATTORNEY

					 Page 185



				 0001024401-01- 500010 [1]
	   KNOW ALL MEN BY THESE PRESENTS,   that in connection
with the filing by Enron corp.,   an Oregon corporation (the
"company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority,   granting unto said attorneys,
and each of them,  full power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,  the undersigned has hereto set
his hand this 20th day of March,   2001.

				     /5/ RONNIE C. CHAN
				     Ronnie C. Chan
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS,   that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
 Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C.  Carter,  and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority,   granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,  the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ JOHN H.  DUNCAN
					Page 186



				 0001024401-01- 500010 [1]
				     John H.  Duncan
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS,   that in connection
with the filing by Enron Corp., an oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31,  2000 with the Securities and Exchange
commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,  and each of them (with full power to each
of them to act alone),   her true and lawful attorney-in-fact
and agent, for her and on her behalf and in her name,    place
and stead, in any and all   capacities, to sign,  execute and
file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,  the undersigned has hereto set
her hand this 19th day of March,   2001.

				     /5/ WENDY L. GRAMM
				     Wendy L. Gramm
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp., an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31,  2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter, and each of them (with full    power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name,    place
and stead, in any and all   capacities,  to sign, execute and
file such Annual  Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority,   granting unto said attorneys,
and each of them, full   power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents,    or
any of them, may lawfully do or cause to be done by virtue
hereof.

					 Page 187



				  0001024401-01- 500010 [1]
	   IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 21st day of March,    2001.

				      /5/ KEN L. HARRISON
				      Ken L.  Harrison
			  POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with  the filing by Enron Corp., an Oregon corporation      (the
"company"),  of its Annual Report on Form 10-K for     the  year
ended  December    31,  2000 with the Securities   and  Exchange
commission,   the   undersigned officer    or  director  of  the
Company   hereby   constitutes and appoints    Kenneth  L.  Lay,
Jeffrey K.  Ski 1 ling, Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter, and each of them (with full     power to each
of  them to act alone),    his true and lawful attorney-in-fact
and  agent,  for him and on his behalf and in his name,    place
and  stead,  in any and all   capacities,  to sign, execute  and
file  such   Annual    Report on Form 10-K   together  with  any
amendments or supplements thereto, with all exhibits and any
and  all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform
each  and every act and thing requisite and necessary to      be
done  in   and about the premises in order to effectuate     the
same as fully to all    intents and purposes as the undersigned
might  or   could do if personally present,    hereby  ratifying
and confirming all the said attorneys-in-fact and agents, or
any  of   them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,   the undersigned has hereto set
his hand this 26th day of March,    2001.

				      /5/ ROBERT K. JAEDICKE
				      Robert K.  jaedicke
			  POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,    an oregon corporation (the
 company"), of its Annual Report on Form 10-K for the year
ended December 31,    2000 with the Securities and Exchange
commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.     Lay,
jeffrey K.  Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. carter,    and each of them (with full  power to each
of them to act alone),    his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,    place
and stead,  in any and all   capacities,  to sign, execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them,   full  power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as fully to all    intents and purposes as the undersigned
					  Page 188



				 0001024401-01- 500010 [1]
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ KENNETH L.  LAY
				     Kenneth L. Lay
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority,   granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,   the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ CHARLES A.  LeMAISTRE
				     Charles A. LeMaistre
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C. carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all capacities, to sign, execute and
file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
					 Page 189



				 0001024401-01- 500010 [1]
with any regulatory authority,   granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ JOHN MENDELSOHN
				     John Mendelsohn
			 POWER OF ATTORNEY

	  KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name,    place
and stead, in any and all capacities, to sign,    execute and
file such Annual  Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority,   granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 21st day of March,   2001.

				     /5/ JEROME J. MEYER
				     Jerome J. Meyer
			 POWER OF ATTORNEY

	  KNOW ALL MEN BY THESE PRESENTS,    that in connection
with the filing by Enron Corp.,   an oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full power to each
of them to act alone),   his true and lawful attorney-in-fact
					 Page 190



				 0001024401-01- 500010 [1]
and agent, for him and on his behalf and in his name,    place
and stead, in any and all   capacities, to sign,  execute and
file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them, full   power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 19th day of March,   2001.

			       /s!   PAULO   V. FERRAZ PEREIRA
				     Paulo V.  Ferraz Pereira

			 POWER OF ATTORNEY

	  KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
"Company"), of its Annual Report on Form 10-K for the year
ended December 31,  2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,  and each of them (with full   power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name,    place
and stead, in any and all capacities, to sign,    execute and
file such Annual Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF,   the undersigned has hereto set
his hand this 21st day of March,   2001.

				     /5/ FRANK SAVAGE
				     Frank Savage
			 POWER OF ATTORNEY

	  KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,  2000 with the Securities and Exchange
					Page 191



				 0001024401-01- 500010 [1]
commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,  the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ JEFFREY K.  SKILLING
				     Jeffrey K. Skilling
			 POWER OF ATTORNEY

	   KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission,  the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K.  Skilling,  Richard A. Causey, Andrew S.  Fastow and
Rebecca C.  Carter,  and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent,  for him and on his behalf and in his name,   place
and stead,  in any and all  capacities, to sign,  execute and
file such Annual   Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	   IN WITNESS WHEREOF,  the undersigned has hereto set
his hand this 19th day of March,   2001.

				     /5/ JOHN A.  URQUHART
				     John A.  urquhart
			 POWER OF ATTORNEY

					Page 192



				 0001024401-01- 500010 [1]
	  KNOW ALL MEN BY THESE PRESENTS,    that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name,     place
and stead, in any and all   capacities, to sign,  execute and
file such Annual  Report on Form 10-K together with any
amendments or supplements thereto, with all    exhibits and any
and all documents required to be filed with respect thereto
with an   regulatory authority,  granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and a b out the premises in order to effectuate the
same as fully to all   intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 21st day of March,   2001.

				     /5/ JOHN WAKEHAM
				     John Wakeham
			 POWER OF ATTORNEY

	  KNOW ALL MEN BY THESE PRESENTS, that in connection
with the filing by Enron Corp.,   an Oregon corporation (the
"Company"), of its Annual   Report on Form 10-K for the year
ended December 31,   2000 with the Securities and Exchange
Commission, the undersigned officer or director of the
Company hereby constitutes and appoints Kenneth L.    Lay,
Jeffrey K. Skilling,   Richard A. Causey, Andrew S.  Fastow and
Rebecca C. Carter,   and each of them (with full  power to each
of them to act alone),   his true and lawful attorney-in-fact
and agent, for him and on his behalf and in his name,     place
and stead, in any and all   capacities, to sign,  execute and
file such Annual  Report on Form 10-K together with any
amendments or supplements thereto, with all exhibits and any
and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys,
and each of them,  full  power and authority to do and perform
each and ever y act and thing requisite and necessary to be
done in and about the premises in order to effectuate the
same as full y to all  intents and purposes as the undersigned
might or could do if personally present,    hereby ratifying
and confirming all the said attorneys-in-fact and agents,    or
any of them, may lawfully do or cause to be done by virtue
hereof.
	  IN WITNESS WHEREOF, the undersigned has hereto set
his hand this 19th day of March,   2001.

					Page 193



				0001024401-01- 500010 [1]
				 Is!  HERBERT S. WINOKUR,   JR.
				 Herbert S. winokur,   Jr.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE> EX- 99
<SEQUENCE>9
<FILENAME>atl anti c.txt
<DESCRIPTION>FINANCIAL STATEMENTS OF ATLANTIC WATER TRUST
<TEXT>

		 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Atlantic Water Trust:

  we have audited the accompanying consolidated balance sheets of Atlantic
Water Trust (a Delaware statutory business trust) and subsidiaries as of
December 31,  2000 and 1999, and the related consolidated statements of
income (loss), comprehensive income (loss),   cash flows and changes in trust
equity for the years ended December 31,   2000 and 1999 and for the period
from November 30,  1998 (Date of Inception) to December 31,    1998.  These
financial statements are the responsibility of Atlantic Water Trust's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

  we conducted our audits in accordance with auditing standards      enerally
accepted in the United States. Those standards require that we p~an and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examinin9, on a test basis,  evidence supporting the amounts and disclosures
in the financial statements. An audit a~ so includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial   statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
  In our opinion,  the financial statements referred to above present
fairly, in all material  respects, the financial   position of Atlantic Water
Trust and subsidiaries as of December 31,   2000 and 1999 and the results of
their operations and cash flows for the years ended December 31,     2000 and
1999, and for the period from November 30,   1998 (Date of Inception) to
December 31,  1998, in conformity with accounting principles generally
accepted in the United States.

ARTHUR ANDERSEN LLP

Houston, Texas
March 26, 2001
<PAGE>
<TABLE>
			    ATLANTIC WATER TRUST

		 CONSOLIDATED STATEMENTS OF INCOME (LOSS)
				(In millions)

<CAPTION>
				     November 30,   1998
				    (Date of Inception)
				      to December 31,       Year Ended December 31,
					     1998              1999       2000
					    <C>                <C>     <C>
					Page 194



000102 4401-01- 500010 [1]
	    $19.5

operating revenues
Operati fl9 expenses:
  Operations and maintenance
  General and administrative
  Depreciation and amortization
  Impairment of long-lived assets
  Restructuring charge
     Total operating expenses
Operating income (loss)
Other income (expense):
  Equity in earnings (loss) of
   unconsolidated affiliates
  Impairment of investment in
   unconsolidated affiliate
Gain on sale of subsidiary common stock
Interest income
Interest expense
Gain on sale of asset
Income (loss) before minority interest,
 income taxes and extraordinary loss
Minority interest
Income tax expense
Income (loss) before extraordinary loss
Extraordinary loss,  net of income tax
 benefit
Net income (loss)

 4.8
 3.3
 3.6

11.7
 7.8

(0.1)

0.9
(2.0)

6.6

2.7
3.9

$618.0  $  757.3

224.7
125.3
104.8
 34.2
489.0
129.0

  2.0

  31.5
  33.8
 (86.6)

 109.7
   3.9
  21.5
  84.3

   6.8
$ 77.5

$ 3.9

       376.2
       169.3
       132.3
       401.8
     1,079.6
      (322.3)

	 5.6

       (55.0)

	27.9
      (133.5)
-        2.5

      (474.8)
      (164.5)
	17.6
      (327.9)

    $ (327.9)

<FN>
The accompanying notes are an integral part of these consolidated
statements.
</TABLE>

<PAGE>
<TABLE>

								     fi nanci al

			    ATLANTIC WATER TRUST

	  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
				(In millions)

November 30,  1998
(Date of Inception)
 to December 31,
	1998

<5>
Net income (loss)
Other comprehensive loss,  net of tax:
  Foreign currency translation
   adj ustment
  unrealized loss on available for
   sale securities
Comprehensive income (loss)

<C>

$  3.9

 (11.5)

$ (7.6)

Year Ended December 31,
   1999      2000

  <C>      <C>
  $ 77.5   $(327.9)

   (26.5)    (72.9)

    (0.8)     (0.3)
  $ 50.2   $(401.1)

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
				       Page 195

<CAPTION>



			       0001024401-01- 500010 [1]
			    ATLANTIC WATER TRUST
			 CONSOLIDATED BALANCE SHEETS
				(IN MILLIONS)

<CAPTION>

		 ASSETS

<5>
Current assets
  Cash and cash equivalents
  Restricted cash and cash equivalents (Note 4)
  Trade receivables (net of allowance for doubtful
   accounts of $40.7 and $66.9,  respectively)
  Unbilled receivables
  Other
     Total current assets
Property, plant and equipment, at cost
Less accumulated depreciation
     Property, plant and equipment,  net
Investments in unconsolidated affiliates
Notes and interest receivable - affiliates
Concession intangibles,  net
Goodwill, net
Other assets
     Total Assets

							  December 31,
							 1999        2000

						     <C>

								  <C>

						     $   27.2
							464.2
							115.7
							 32.5
							 76.9
							716.5
						      2,559.1
							(90.4)
						      2,468.7
							 93.4
							197.1
							451.3
						      1,029.6
							 81.1
						     $5,037.7

								   $   30.0
								      108.0
								      128.9
								       42.0
								       75.2
								      384.1
								    2,691.7
								     (228.2)
								    2,463.5
								       60. 5
								      105.5
								       86.4
								      971.4
								      135.5
								   $4,206.9

      LIABILITIES AND TRUST EQUITY

Current liabilities:
  Accounts payable and accruals
  Deferred income
  Accrued taxes
  Short-term debt
  Current maturities of lon9-term debt
     Total  current liabilities
Long-term debt
Long-term debt affiliates
Deferred income taxes
Other long -term liabilities
     Total  liabilities
Commitments and contingencies (Note 20)
Minority interest
Trust equity:
  Beneficial Interest - Class A
  Beneficial Interest - Class B
  Beneficial Interest - Class B Accumulated other
   comprehensive loss
     Total Trust equity
     Total  Liabilities and Trust Equity

						     $  236.0
							 54.6
							 21.1
							602.2
							 35.0
							948.9
						      1,301.9
							 53.3
							443.3
							 31.2
						      2,778.6

							643.4
							958.0
							721.7
							(64.0)
						      1,615.7
						     $5,037.7

								   $  275.9
								       43.3
									9.4
								      298.7
								       80.7
								      708.0
								    1,346.1
								      103.1
								      457.8
								       32.5
								    2,647.5
								      413.5
								      957.8
								      325.3
								     (137.2)
								    1, 145 .9
								   $4,206.9

<EN>
The accompanying notes are an integral   part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
			    ATLANTIC WATER TRUST
		    CONSOLIDATED STATEMENTS OF CASH FLOWS
					Page 196



			       0001024401-01- 500010 [1]
				(In millions)

<CAPTION>

December 31,
2000
<5>
Operating Activities:
  Net income (loss)
$(327.9)
  Adjustments to reconcile net
   income (loss) to cash provided by
   operating activities:
     Depreciation and amortization
132.3
     Impairment of long-lived assets and
      investment in unconsolidated affiliates
456.8
     Accretion and amortization of debt
      expenses and write-off of deferred
      financing costs
7.3
     Deferred income taxes
9.5
     Equity in (earnings) loss of
      unconsolidated affiliates
(5.6)
     Minority interest
(164.5)
     Gain on sale of Azurix common stock
     Gain on sale of asset
(2.5)
     Changes in operating assets and
      liabilities:
       (Increase) decrease in trade
	receivables and other
	CURRENT ASSETS
(30.1)
       Increase (decrease) in current
	liabilities,  excluding debt
24.8
       Increase in other assets
(15.6)
       Increase (decrease) in other
	long-term liabilities
2.0
Net cash provided by (used in)
 operating activities
86. 5
Investing Activities:
  Capital ex en itures
(297.1)
  Investments in and advances to
   unconsolidated affiliates
(3.2)
  Business acquisitions,  net of
   cash required
(15.5)
  Proceeds from sale of assets

November 30,   1998
(Date of Inception)
 to December 31,
	 1998
      <C>
      $   3.9

	  3.6

	   0.1
	   2.0

	   0.1

	  (6.2)

	  (9.3)
	  (0.9)

	   0.5

	  (6.2)

	 (10.3)

77.5

Year Ended
    1999
<C>
$

    104.8

     12.2
      6.2

     (2.0)
      3.9
    (31.5)

      7.9

      6.1
    (19.4)

     (7.4)

    158.3

   (287.3)

    (34.5)

   (698.5)

Page 197

<C>



				000102 4401-01- 500010 [1]

5.4
  Other
(53.1)
Net cash used in investing activities
(363.5)
Financing Activities:
  Proceeds from long-term borrowings
599.2
  Repa~'ments of long-term borrowings
  Net proceeds from (repayments of)
   short-term borrowings
(183.5)
  Cash acquired in the issuance of
   Class B beneficial  interest
  (Deposit to) withdrawal from
   restricted cash and cash equivalents
   accounts
394.0
  Advances from affiliates,  net of repayments
47.9
  Issuance of subsidiary stock
1.7
  contribution to subsidiary from
   minority shareholder
4.3
Net cash provided by financing activities
290.6
Effect of exchange rate changes on cash
(10.8)
Change on cash and cash equivalents
2.8
Cash and cash equivalents,  beginning of period
27.2
Cash and cash equivalents,  end of period
30.0
<FN>
The accompanying notes are an integral part of these
statements.
</TABLE>

<PAGE>
<TABLE>

							 (10.3)

							   8.3

							 (12.6)

									    (56.5)
									 (1,076.8)

									  1,176.7
									   (254.6)

							  25.1

									     80.7

							   1.0

									   (407.7)
									     44.4
									    300. 5

							  21.8

							   5.3

						       $   5.3

									    940.0
									      0.4
									     21.9
									      5.3
									$    27.2

						       consolidated financial

			    ATLANTIC WATER TRUST

	    CONSOLIDATED STATEMENTS OF CHANGES IN TRUST EQUITY
				(In millions)

<CAPTION>

					   Beneficial
					    Interest
					    Class A
Total

Beneficial
 Interest
 Class B

  Benefi ci al
   Interest
   Class B
Accumul ated
    Other
Comprehensive
     Loss

<5>
<C>
Balance at November 30,  1998 (Date

$

<C>

<C>

Page 198

<C>



				000102 4401-01- 500010 [1]
 of inception)                               $      -      $               $
$
Issuance of Beneficial   Interests            1,149.0        905.8          (25.2)
2,029.6
Foreign currency translation adjustment                                     (11.5)
  (11.5)
Net income                                        3.3          0.6
    3.9
Balance at December 31,   1998                1,152.3        906.4          (36.7)
2,022.0
Distributions tO Beneficial   Interests        (271.4)      (184.5)
 (455.9)
Foreign currency translation adjustment
 and unrealized loss on available for
 sale securities                                                            (27.3)
  (27.3)
unearned compensation                                          (0.6)
   (0.6)
Net income                                       77.1          0.4
   77.5
Balance at December 31,   1999                  958.0        721.7          (64.0)
1,615.7
Distributions to Beneficial   Interests         (69.1)
  (69.1)
Foreign currency translation adjustment
 and unrealized loss on available for
 sale securities                                                            (73.2)
  (73.2)
unearned compensation                                          0.4
    0.4
Net income (loss)                                68.9       (396.8)
 (327.9)
Balance at December 31,   2000               $  957.8      $ 325.3        $(137.2)
$1,145.9

<EN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
			ATLANTIC WATER TRUST

	 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business
   Atlantic Water Trust is a statutory business trust established
on November 30,  1998 ("Date of Inception") under the laws of the
State of Delaware pursuant to a trust agreement ("Trust
A~ reement").   Enron Corp. ("Enron") and Marlin water Trust
( Marlin") each hold a 50% voting interest in Atlantic Water
Trust (see Note 2).    Atlantic Water Trust has not conducted any
operations, other than those activities incidental to its
formation and its ownership of all of the beneficial ownership
interest in Bristol Water Trust ("Bristol") and of its subsidiary
Azurix Corp.,   including the sale of a portion of the shares of
Azurix Corp.   it held during 1999 (see Note 2).   Subsequent to
such sale, Atlantic Water Trust holds an approximate 67.1%
					 Page 199



				 0001024401-01- 500010 [1]
interest in Azurix Corp.    Azurix Corp. and its consolidated
subsidiaries (collectively "Azurix") are engaged in the business
of acquiring, owning, operating and managing water and wastewater
assets,  providing water and wastewater related services and
managing and developing resources in the global water industry.
Hereafter, Atlantic Water Trust and its consolidated subsidiaries
will  be referred to as "Atlantic water."
    Atlantic Water was established on November 30,   1998, and as a
result,  the 1998 consolidated Statement of Income, consolidated
Statement of Comprehensive Income (Loss), Consolidated Statement
of Cash Flows and consolidated Statement of Changes in Trust
Equity are from the Date of Inception to December 31,    1998.
However,  substantially all of Atlantic Water's 1998 results of
operations,  cash flows and capital transactions occurred during
the last 15 days of December 1998 (see Note 2).
    On March 16,  2001, shareholders of Azurix approved and adopted
the Agreement and Plan of Merger by and among Enron,    Enron BW
Corp.,   a wholly owned indirect subsidiary of Enron, and Azurix
dated as of December 15,   2000.  The merger was consummated on
March 16,  2001, at which time Enron BW Corp. was merged into
Azurix with Azurix being the surviving corporation (see Note 2
and 21).
Consolidation Policy and Use of Estimates
    The consolidated financial   statements include the accounts of
all majority owned subsidiaries and those affiliates over which
Atlantic Water has the ability to control and are prepared in
accordance with generally accepted accountingp rincipl es in the
united States. All   significant intercompan    a ances and
transactions have been eliminated in consolidation. Atlantic
Water uses the equity method of accounting for all investments
where it owns less than a majority of the voting stock, and
cannot control,   but is able to exercise significant influence
over the operating and financial   policies of the investee.
    The preparation of the financial  statements in conformity with
U.S.  generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial     statements
and the reported amounts of revenues and expenses during the
reporting period. Actual   results could differ from those
estimates.
Revenue Recognition
    operating revenues represent income earned in the ordinary
course of business,   excluding value added tax. Water and
wastewater revenue for metered customers is recognized based on
actual   usage and accrued based on the estimated amount of water
sold but not billed as of the balance sheet date. Water and
wastewater revenue for non-metered customers, who pay an annual
fixed charge based on the ratable value of their property,    is
recognized uniformly over the year.   Revenue for water and
wastewater related services is recognized as services are
p rovided. Revenues derived from services provided under fixed-
price contracts are recognized on the percentage-of-completion
basis.
Derivative Financial   Instruments
					 Page 200



 w

				 0001024401-01- 500010 [ii
   Atlantic Water utilizes derivative financial    instrument
contracts for non-trading purposes to manage exposure to
fluctuations in interest rates and foreign currency exchan9e
rates.  Hedge accounting is utilized in non-trading activities
where there is a high correlation of price movements in the
derivative and the contract is designated as a hedge.    In
instances where the anticipated correlation of price movements no
longer exists,  hedge accounting is terminated and future changes
in the value of the derivative financial    instruments are
recognized as gains or losses to net income.
   Interest rate swaps involve the exchange of amounts based on a
fixed interest rate for amounts based on variable interest rates
over the life of the contract without an exchange of the notional
amount upon which payments are based. The difference to be
received or paid is recognized in income over the life of the
contracts as adjustments to interest expense.
   currency swap contracts are denominated in one foreign
currency and are to be repaid in another currency. These
contracts are desi9nated as hedges of firm commitments to pay
interest and principal on debt, which would otherwise expose
Atlantic Water to foreign currency risk.

   The fair values of the swap contracts are not recognized in
the financial   statements. The income and cash flow impact of
financial  instruments is reflected as an adjustment of the hedged
item. Gains and losses on terminations of interest rate and
currency swap contracts are deferred as an adjustment to the
carrying amount of the outstanding obligation and amortized as an
adjustment to interest expense related to the obligation using
the effective interest method over the remaining term of the
ori9inai  contract life of the hedged item.   In the event of early
extinguishment of the obligation,   any realized or unrealized gain
or loss from the swap would be recognized in net income at the
time of extinguishment.   See Note 1 - Recent Accounting
Pronouncements.
Income Taxes
   Atlantic Water and its wholly owned subsidiary,     Bristol, are
not taxable entities for u.s.    federal income tax purposes, and
accordingly,   no recognition has been given to income taxes
related to their stand-alone activities.    Azurix's operations are
taxable for U.S.   federal and certain foreign income tax purposes.
Accordingly,   for financial reporting purposes,  no recognition has
been given to income taxes related to the operations of Atlantic
Water other than those recorded by Azurix.
   Azurix accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No.    109, "Accounting
for Income Taxes." under the asset and liability method of
Statement of Financial Accounting Standards No.    109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases.    For U.S. tax purposes, Azurix was a
member of Enron's consolidated group through June 8,    1999 and
accordingly is included in Enron's consolidated federal    income
tax return through that date. Members of the consolidated group
are charged with the amount of income tax expense (benefit)
determined as if they filed separate federal    income tax returns.
					 Page 201



				 0001024401-01- 500010 [1]
For periods subsequent to June 9,   1999, Azurix will  file its own
consolidated tax return.

Cash Equivalents
   Atlantic water considers all   highly liquid investments with
original maturities of three months or less to be cash
equivalents.
Property,  Plant and Equipment
   Property,  plant and equipment is stated at cost. Cost of
acquired property,   plant and equipment includes an allocation of
the purchase price based on the asset's fair market value. Cost
of property,  plant and equipment placed in service includes
di rect charges for material,  labor and services and i ndi rect
charges related to construction,   such as engineering,
supervision,  payroll taxes and employee benefits. Additions,
replacements, modifications and enhancements to units of property
are capitalized. Major improvements to leasehold properties are
amortized over the shorter of the asset life or the life of the
respective lease.  Repairs, maintenance and minor replacements are
charged to operations and maintenance expense as incurred.
Interest capitalized is based on the average value of
construction work in progress at Atlantic water's average
borrowing rate during the period. The amount of interest
capitalized during 1998,   1999 and 2000 was approximately $2.3
million,  $8.6 million and $13.5 million,   respectively.
   Atlantic water's infrastructure assets comprise a network of
systems of mains and sewers,   impounding and pumped raw water
storage reservoirs, dams,   sludge pipelines and infrastructure
investigations and studies.
   The cost of property,   plant and equipment,  excluding land,  is
charged to depreciation using the straight-line method over the
estimated useful   lives of the assets. Depreciation is computed
based on estimated useful   lives as follows:
						     Years
   Buildings and operational   structures            5 to 80
   Infrastructure                                    5 to 115
   Plant machinery and vehicles                      3 to 30
   Other assets                                      3 to 15
   Atlantic Water's accounting policy for the costs of computer
software (all of which is for internal use only) is to capitalize
direct costs of materials and services consumed in developing or
obtaining software,   including payroll and payroll-related costs
for employees who are directly associated with and who devote
time to the software project. Costs begin to be capitalized once
the application development stage has begun. All other costs are
expensed as incurred. Atlantic water amortizes the costs on a
straight-line basis over the useful   life of the software.
Impairment is evaluated based on changes in the expected
usefulness of the software.
Long-Lived Assets
   In accordance with Statement of Financial Accounting standards
No. 121,  "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of," long-lived assets held
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				 0001024401-01- 500010 [1]
and used by Atlantic water are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.    For purposes of
evaluating the recoverability, a test is performed comparing the
estimated future undiscounted cash flows associated with the
asset to the asset's carrying amount,    including allocated
goodwill,  to determine if a write-down to fair value is required.
Goodwill
   Goodwill  represents the excess of purchase price and related
costs over the value assigned to the net assets of businesses
acquired (see Note 3) and is presented on the consolidated
Balance Sheets net of accumulated amortization. Goodwill    is
amortized on a straight-line basis over the estimated useful
life,  not to exceed 40 years. Accumulated amortization of
~ oodwill at December 31,  1999 and 2000 was $28.8 million and
 51.9 million,  respectively.
Concession Intangibles
   Concession intangible assets represent prepaid amounts for the
rights as the concession holder and operator of public water and
wastewater facilities to provide service and charge a tariff in
the service area subject to the concession and is presented on
the Consolidated Balance Sheets net of accumulated amortization
and accumulated impairments.
   The total  costs associated with retaining concession rights,
including prepaid amounts and amounts payable in the future, are
allocated among the service areas awarded by the concession
agreement and amortized on a straight-line basis over the life of
the concession for each service area commencing when access is
attained. Accumulated amortization of concession intangibles at
December 31,  1999 and 2000 was $5.4 million and $13.4 million,
respectively,  and accumulated impairments of concession
intangible assets at December 31,   2000 was $357.2 million (see
Note 18).
Other Assets
   Other assets consist primarily of deferred tax assets,
deferred pension assets and deferred charges,    such as financing
costs and external   costs of acquisition activities. Deferred
financing charges are amortize d to interest expense over the
lives of the related debt issuances using the effective interest
method and external acquisition costs are capitalized as a cost
of successful acquisitions or expensed during the period in which
it is determined that the project is unsuccessful or the pursuit
is terminated.
Deferred Income
   Atlantic Water bills certain customers in advance of providing
water and wastewater services and classifies these amounts as
"Deferred income" on the Consolidated Balance Sheets until
earned.
Pension Benefits
   The pension plans maintained by Atlantic water's indirect
subsidiaries, Wessex, Azurix Buenos Aires and Lurgi    Bamag (see
Note 13) are of the defined benefit type, and are valued by an
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				 0001024401-01- 500010 [1]
independent actuary. Current service costs for the plans are
accrued in the period to which they relate.    Prior service costs
and actuarial gains and losses,   if any,  relating to amendments to
the plans,  are recognized on a basis designed to spread the costs
over the remaining average service lives of employees.
    Atlantic Water's indirect subsidiary, Azurix North America,
has defined contribution plans for a number of its employees and
makes contributions to a multi-employer pension plan for certain
employees. Atlantic Water's contributions to these plans are
based on various percentages of compensation, years of service
and,  in some instances,  are based upon the amount of the
employees'  contributions to the plans (see Note 13).
Foreign Currency Translation
    The functional currency for Atlantic water's foreign
operations is the applicable local currency. The translation from
the applicable foreign currencies to U.S.    dollars is performed
for balance sheet accounts using the current exchange rates in
effect at the balance sheet date and for revenue and expense
accounts,  using the weighted average exchange rate during the
period or, where known or determinable, at the rate on the date
of the transaction for significant items. The resulting
translation adjustments are recorded in accumulated other
comprehensive loss as a component of trust equity and are
included in income only upon the sale or liquidation of the
underlying investments.
Envi ronmental costs
    Environmental  expenditures that relate to current operations
are expensed as incurred.   Expenditures providing a future benefit
are capitalized as appropriate.   Remediation costs that relate to
an existing condition caused by past operations are accrued when
it is probable that these costs will be incurred and can be
reasonably estimated.
Recent Accounting Pronouncements
    In 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.    133,  "Accounting
for Derivative Instruments and Hedging Activities," which was
subsequently amended by Statement of Financial Accounting
Standards No.  137 and No.  138. Statement of Financial Accounting
Standards No.  133 must be applied to all derivative instruments
and certain derivative instruments embedded in hybrid instruments
and requires that such instruments be recorded in the balance
sheet either as an asset or liability measured at their fair
value through earnings, with special accounting allowed for
certain qual ifyin9 hedges.   Atlantic water adopted Statement of
Financial Accounting Standards No.   133 as of January 1,  2001.
Due to its adoption, Atlantic water will    recognize an after-tax
non-cash gain of approximately $1.0 million in earnings and an
after-tax non-cash loss in "Accumulated other comprehensive
loss," a component of trust equity, of approximately $0.3
million,   both from the cumulative effect of a change in
accounting principle.
Segment Reporting
    Statement of Financial Accounting Standards No.    131,
"Disclosures about Segments of an Enterprise and Related
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				 0001024401-01- 500010 [1]
Information," establishes standards for reporting information
about operating segments in annual financial    statements and
requires selected information about operating segments in interim
financial  reports.   operating segments are defined as components
of an enterprise about which separate financial    information is
available and evaluated regularly by the chief operating decision
maker, or decision making group,   in deciding how to allocate
resources and in assessing performance.    The operating
subsidiaries of Atlantic Water operated in one segment for all
periods presented in this report and therefore such disclosures
are not applicable.
Reclassifications
   certain reclassifications have been made to the consolidated
financial  statements for prior years to conform with the current
presentation.
NOTE 2 - CAPITAL TRANSACTIONS
   All of the following transactions occurred on December 17,
1998.   The Class B Beneficial   Interest was issued by Atlantic
Water to Enron in exchange for Enron's contribution of (i) its
entire interest in Enron Water (Holding) L.L.C.    ("Enron Water"),
the former parent of Azurix,   (ii) its rights under a united
Kingdom pounds sterling ("U.K.    Pounds sterling" or "GBP") note
receivable from an indirect wholly owned subsidiary of Enron
Water in the amount of GBP73.0 million and (iii) $200.0 million in
the form of a release of indebtedness in such amount owed to
Enron by Enron Water under a $1.1 billion loan.     The Class A
Beneficial  Interest was issued by Atlantic Water to Marlin for
$1.149 billion.   Atlantic Water utilized the proceeds from Marlin
to purchase a note receivable from Enron for $249.0 million (see
Note 12) and to repay $900.0 million of debt to Enron that was
held by Enron Water under a $1.1 billion loan.     The proceeds to
be received by Atlantic Water from Marlin on December 17,    1998
were also to be disbursed by Atlantic Water on that same date to
Enron as described above.    In addition,  Enron Water was merged
into Azurix, with Azurix being the surviving entity.

   In connection with Azurix's public offering in 1999, Azurix
sold 17.1 million shares and Atlantic Water sold 21.5 million
shares of Azurix.    The net proceeds to Atlantic Water from the
sale of Azurix stock,   net of expenses associated with the
offering, was $380.2 million.     The net proceeds were used to make
a return of capital to Enron and Marlin of $184.5 million and
$195.7 million,   respectively.
   On March 16,   2001, shareholders of Azurix approved and adopted
the Agreement and Plan of Merger, as a result of the merger,    each
issued and outstanding share of Azurix common stock, other than
those shares held by Atlantic Water,    Enron, Enron BW Corp.,
Azurix and any of their wholly owned subsidiaries, was cancelled
and converted into the right to receive $8.375 per share.     On the
date of the merger,   Enron BW Corp. had $325.9 million of cash
that was used to pay consideration to the public shareholders
whose shares were cancelled.     As a result of the merger and
effective on the merger date, Azurix had three shares of common
stock outstanding, of which Atlantic Water holds two, and Azurix
common stock ceased to be publicly held.     (See Note 21.)
NOTE 3 - BUSINESS ACQUISITIONS

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				 0001024401-01- 500010 [1]
   on October 2,   1998, Azunix, through its indirect wholly owned
subsidiary Azurix Europe Ltd., acquired over 90% of the
outstanding ordinary share capital of wessex water Plc. Azurix
completed the acquisition of the ordinary share capital of Wessex
in November 1998. The cost of the Wessex acquisition,    including
transaction costs, was $2.4 billion. The purchase method of
accounting was utilized and the results of operations of wessex
have been included in the consolidated financial    statements since
the date of acquisition.

   Azurix entered into an agreement on December 19,    1998 to
purchase 49.9% of an entity whose principal asset is the water
concession for the city of Cancun, Mexico. This agreement was not
bindin9 until  specific material  conditions were met,  and these
conditions were met subsequent to December 31,    1998. As a result,
the Cancun concession is not reflected in Atlantic Water's 1998
financial  statements. The purchase price was $13.5 million and
Azurix agreed to provide up to $25.0 million in debt financing.
The balance of the loans outstanding to the cancun concession at
December 31,  2000 was $20.1 million. The Cancun concession
acquisition closed on March 24,   1999. The results of the Cancun
concession acquisition are reflected in the financial    statements
as of the acquisition closing date utilizing the equity method of
accounting.
   On May 18,  1999, Azurix acquired 100% of the stock of Canadian-
incorporated Philip utilities Management corporation for $107.4
million,  including transaction costs. This business subsequently
was renamed Azurix North America. Azurix North America is a water
and wastewater services company that provides operations and
management,   engineering, residuals management and underground
infrastructure development services for municipal water and
wastewater facilities in the U.S.   and Canada.  Subsequent to its
acquisition by Azurix, Azurix North America has expanded throu9h
the acquisition of several water and wastewater service companies
for an aggregate purchase price of $17.7 million.
   During the second quarter of 1999, Azurix was the successful
bidder in a tender for a 30-year concession to operate the water
and wastewater systems in two regions of the Province of Buenos
Aires, Argentina,   previously operated by Administracion General
de Obras Sanitarias Buenos Aires. On June 30,    1999, Azurix,
through Azurix Buenos Aires S.A.,   an indirect wholly owned
subsidiary,   entered into a concession contract with the
provincial government covering the two regions and paid the
government $438.6 million. On July 1,    1999, Azurix assumed
operation of the water and wastewater systems and risk of
ownership of the concession.
   In connection with the funding of this acquisition, Azurix
made an equity investment in Azurix Buenos Aires of $45.0
million,  and Azurix Buenos Aires borrowed $394.0 million under a
new credit a9reement. This loan was secured by cash and other
short-term liquid investments which Azurix deposited into a cash
collateral   account and pled9ed as security for the loan (see Note
4). Azurix used $230.6 million of the proceeds from its initial
public offering,   $208.0 million in funds drawn under the senior
credit facility of its indirect wholly owned subsidiary, Azurix
Europe Ltd.,  and interest on those funds and other funds of
Azurix,  to fund the equity investment in Azurix Buenos Aires and
the deposit into the cash collateral account.    under the
concession contract, a 10% interest in Azurix Buenos Aires was
subsequently transferred to the employees of Azurix Buenos Aires.
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				0001024401-01- 500010 [1]
   On September 24,   1999, Azurix acquired 49% of the capital
stock of IASA Holdings,   S.A. de c.v. for $22.5 million,  excluding
transaction costs.   IASA Holdings owns 100% of Industrias del
Agua,  S.A. de C.v., a water and wastewater services company based
in Mexico City, Mexico that provides meterin9,    billing,
collections,  operations and maintenance services for one quarter
of the Federal District within Mexico City, a service area with a
population of approximately two million people.    Industrias del
Agua has provided these services since 1993, when it signed a 10-
year contract with the water Commission of the Federal District.
In addition to holding an interest in Industrias del Agua, Azurix
provides technical   services and serves as a technical participant
under the Federal District contract. Contemporaneous with its
purchase of the common stock of IASA Holdings, Azurix entered
into separate agreements that resulted in Azurix having effective
control over IASA Holdings. Accordingly,    IASA Holdings is
consolidated for financial   statement purposes.
   On September 24,   1999, Azurix acquired from an affiliate of
AMx-Acqua Management Inc.   100% of three Brazilian companies,
Geoplan-Assessoria,   Planejamento e Perfuracoes Ltda., Aguacerta-
Sistemas de Abastecimento Ltda.   and Aguacerta Saneamento Ltda.,
which provide water drilling, water supply and wastewater
treatment services in Brazil,   for $55.6 million in cash,
excluding transaction costs. Azurix has contingent payment
obligations to a former owner under certain negotiated formulas
that depend on the future performance of the business and has
retained a former affiliate as a consultant to its Brazilian
operations.
   On October 4,   1999, Azurix purchased 13,600 acres of property
in Madera County, California,   for $31.5 million,  excluding
transaction costs, with plans of developing, owning and operating
a ground water storage project in the aquifer beneath it.
   On October 18,   1999, Azurix acquired Lurgi  Bamag GmbH, a water
and wastewater engineering services company,    for $30.2 million,
excludin9 transaction costs.    Lurgi Bamag and its subsidiaries
have offices in Germany,   Brazil, Egypt and the united Kingdom.
   For each 1999 acquisition that is consolidated in Atlantic
Water's financial   statements, the purchase method of accounting
was utilized, and accordin9ly,   the assets and liabilities have
been recorded at their estimated fair values on the date of each
acquisition. The excess of the purchase price over the fair
values of the net assets acquired for each acquisition has been
recorded as goodwill,   and is being amortized on a straight-line
basis over 40 years. The results of operations of the
acquisitions have been included in the consolidated financial
statements since the date of each acquisition.

NOTE 4 - RESTRICTED CASH AND CASH EQUIVALENTS

   At December 31,   1999, Azurix had restricted cash and cash
equivalents of $407.7 million, on deposit in a cash collateral
account that secured a $394.0 million bank loan to an Azurix
subsidiary that was used to fund the Buenos Aires concession
acquisition (see Note 3). The amount payable under the loan at
December 31,  1999 is included in "Short-term debt" on the
consolidated Balance Sheets (see Note 7).    In April 2000, Azurix
used the proceeds from this account to repay the loan and related
interest.   In addition, at December 31,   1999 and 2000, Azurix had
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				 0001024401-01- 500010 [1]
other restricted cash on deposit of $56.5 million and $108.0
million,  respectively,  that primarily secured borrowings under
the Azurix Europe credit facility (see Note 7).
NOTE 5 - OTHER CURRENT ASSETS
   other current assets is comprised of the following:
<TABLE>
<CAPTION>
					       December 31,
					     1999      2000
					      (In millions)
   <5>                                       <C>       <C>
   Prepayments                               $20.0     $21.5
   Other receivables                          34.4       23.5
   other                                      22.5       30.2
					     $76.9     $75.2
</TABLE>
NOTE 6 - PROPERTY,   PLANT AND EQUIPMENT
   Property,  plant and equipment is comprised of the following:
<TABLE>
<CAPTION>
						 December 31,
						1999      2000
						(In millions)

   <5>                                        <C>         <C>
   Land                                       $   42.7    $  41.4
   Buildings and operational    structures       500.4      595.8
   Infrastructure                              1,269.7    1,231.7
   Plant machinery and vehicles                  489.2      650.9
   Construction work-in-progress                 216.0       84.7
   Other assets                                   41.1       87.2
					       2,559.1    2,691.7
   Less accumulated depreciation                 (90.4)     (228.2)
       Property,  plant and equipment, net    $2,468.7    $2,463.5
</TABLE>
   Included in accumulated depreciation at December 31,     2000 are
accumulated impairments of $44.6 million which were recorded in
2000 (see Note 18).
NOTE 7 - SHORT-TERM DEBT
   As of December 31,   1999 and 2000, Azurix, through wessex,   had
committed credit facilities with major commercial    banks providing
for an aggregate of $121.1 million and $224.3 million,
respectively, of availability for general corporate    purposes.
These facilities expire in October 2001 and April 2002.     As of
December 31,  1999,  no amounts were outstandin9 under these credit
facilities. As of December 31,   2000, outstanding borrowings
consisted of $62.8 million under the facilities that expire in
2002.   Borrowings are for a period of less than one   year but may
be refinanced through 2002.     Therefore, amounts outstanding at
December 31,  2000 were reclassified to long-term debt.     The
facilities accrue interest at the London interbank offered rate
plus 0.275% to 0.35% per annum.    wessex pays an annual  commitment
fee equal to 0.15% of the unused portion of committed lines of
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				0001024401-01- 500010 [1]
credit.
   On May 10,  1999, Azurix Europe entered into a credit facility.
At December 31,   1999 and 2000, the maximum capacity of the
facility was $686.4 million and $635.6 million,    respectively. At
December 31,  1999 and 2000,  $298.8 million and $276.7 million,
respectively, of the facility capacity could be used to refinance
indebtedness of Azurix Europe,   $101.3 million and $80.8 million,
respectively, of such capacity was reserved to provide for the
refinancing of outstanding Azurix Europe loan notes. At December
31, 1999, the remaining $387.6 million of capacity could be used
for acquisitions of water and wastewater related assets or
businesses.  In February 2000,  the facility was amended so that as
of December 31,   2000, Azurix Europe may borrow $358.9 million of
the facility capacity in a manner allowing for its use by Azurix
for 9eneral  corporate purposes. At December 31,   1999,  $474.8
million was outstanding under the facility.     In February 2000,
Azurix issued long-term debt (see Note 8) and used a portion of
the proceeds to repay $386.0 million outstanding under the
portion of this facility that had been borrowed for acquisitions.
Accordingly,  this amount was reclassified to long-term at
December 31,  1999.   At December 31, 2000,  $156.0 million was
outstanding under that portion of the facility that can be used
by Azurix for general   corporate purposes and $95.7 million was
outstanding under that portion of the facility that can be used
to refinance the indebtedness of Azurix Europe.     In January 2001,
Azurix borrowed $40.0 million under its credit agreement with
Enron (see Note 8) and repaid borrowings that were outstanding at
December 31,  2000 under the Azurix Europe credit facility.    In
March 2001,  borrowings outstanding under the Enron credit
agreement,   includin9 the $40.0 mi 1 lion borrowed and used to repay
borrowin9s outstanding under the Azurix Europe credit facility,
were retired through the issuance of long-term mandatorily
redeemable preferred stock (see Note 21).     Accordingly, $40
million of the balance outstanding was reclassified as long-term
at December 31,   2000.
   The Azurix Europe credit facility bears interest at the London
interbank offered rate plus 0.75% or 1.0%, depending on the level
of utilization of the borrowing capacity. The weighted average
interest rates on the u.s.   dollar and U.K.  pound sterling
borrowings outstanding at December 31,    1999 were 6.9% and 6.8%,
respectively, and at December 31,   2000 were 7.5% and 6.8%,
respectively. Azurix incurs commitment fees of 0.375% on the
unused borrowing capacity of this facility. The facility
terminates on May 10,   2002, but contains a clause permitting
banks, with two-thirds or more of the commitments,    to terminate
at an earlier time if,   in their reasonable opinion,   changes have
occurred resulting in a material adverse effect on the borrowers s
ability to repay the outstanding debt. Therefore,    amounts
outstanding under this facility are classified as short-term
debt,  except amounts refinanced subsequent to December 31,    1999
and 2000 through the issuance of long-term debt (see Note 8) and
long-term mandatorily redeemable preferred stock (see Note 21).
The facility contains restrictive covenants that include
limitations on borrowings, maintenance of financial     ratios such
as interest coverage and debt to equity and contracts to perform
or refrain from undertaking certain acts. The facility includes
customary events of default,    including non-payment,  cross-
defaults and insolvency and prohibits Azurix Europe from paying
dividends.
   As of December 31,   1999 and 2000, Azurix,  through wessex,  had
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				 0001024401-01- 500010 [1]
$15.8 million and $6.0 million,    respectively, outstanding under
credit facilities with major commercial    banks on an uncommitted
basis.  Interest accrues on the uncommitted facilities based on
the market rate   lus a negotiated margin. The interest rate on
the uncommitted ~an k borrowings outstanding as of December 31,
1999 and 2000 was 5.2% and 5.5%,    respectively.
   In connection with the funding of the Buenos Aires concession
acquisition (see Note 3), Azurix,   through its indirect wholly
owned subsidiary, Azurix Buenos Aires S.A.,   entered into a credit
agreement and borrowed $394.0 million in June 1999. The agreement
was between Azurix Buenos Aires and westdeutsche Landesbank
Girozentrale,  a German bank, as the agent and lender. The loan
was secured by cash and other short-term liquid investments in
the aggregate amount of $407.7 million as of December 31,    1999,
which Azurix deposited into a cash collateral account,    including
interest earned on amounts deposited, and pledged as security for
the loan (see Note 4).   In April  2000, Azurix used proceeds from
the cash collateral account to repay the $394.0 million bank loan
and related interest of $19.7 million (see Note 4).
   On September 29,   1999, Azurix entered into a 364-day $150.0
million unsecured revolving credit facility with a group of
banks. The facility, as subsequently amended, was scheduled to
mature in September 2000. As of December 31,    1999, $150.0 million
was outstanding under the facility and the borrowings were
primarily used to reduce other debt obligations and finance
acquisitions. The weighted average interest rate on borrowings
outstanding under this facility at December 31,    1999 was 7.7%.
Azurix used a portion of the proceeds from the long-term senior
notes issued in February 2000 to repay all amounts outstanding
under this facility (see Note 8). Accordingly,    the borrowings
under this facility at December 31,   1999 were reclassified as
long-term. Azurix terminated the facility in March 2000.
   Azurix,  through Azurix Europe,  had outstanding U.K.  pound
sterling denominated loan notes as of December 31,    1999 and 2000
of $101.3 million and $80.8 million,    respectively. The loan notes
were issued to Wessex shareholders in lieu of cash consideration
for the ordinary shares purchased in the wessex acquisition (see
Note 3). The loan notes are redeemable, at the option of the
holder,  semiannually beginning September 30,   1999, with final
redemption occurring September 30,   2005. The loan notes may be
redeemed at the holders' option within one year,    and therefore,
are ~,otential current obligations. At December 31,   1999 and 2000,
the  oan notes are secured by the Azurix Europe credit facility.
As a result of a subjective acceleration clause contained in that
facility as discussed above, the loan notes are classified as
short-term at December 31,   1999 and 2000.  Interest on the loan
notes accrues at the London interbank offered rate and is payable
semiannually. The interest rates for the period the loan notes
were outstanding during 1999 and 2000 was 5.9% and 6.3%,
respectively.
   At December 31,   1999 and 2000, Azurix, through various
subsidiaries,  had other short-term borrowings outstanding of $2.3
million and $0.2 million,   respectively.
NOTE 8 - LONG-TERM DEBT AND LONG-TERM DEBT - AFFILIATES

   The components of long-term debt are as follows:
<TABLE>
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				 000102 4401-01- 500010 [1]
<CAPTION>
						  December 31,
						 1999      2000
						  (In millions)
    <5>                                        <C>        <C>
    Amounts reclassified from short-term
     debt (see Note 7)                         $  536.0   $  102.8
    Azurix Corp. senior notes                         -      589.6
    wessex senior unsecured bonds                 479.2      444.3
    Wessex European Investment Bank credit
     facilities                                   223.1      201.7
    Capital lease obligations                      86.3       61.9
    Other                                          12.3       26.5
						1,336.9    1,426.8
    Less current maturities                       (35.0)     (80.7)
       Total long-term debt                    $1,301.9   $1,346.1
</TABLE>

    In February 2000, Azurix issued u.s. dollar and U.K.   pound
sterling senior notes with a U.S.   dollar equivalent face value at
December 31,  2000 of $589.6 million.   The senior notes consisted
of $240.0 million and GBP100.0 million, each due in 2007 and
bearing an interest rate of 10.375%, and $200.0 million due in
2010 and bearin9 an interest rate of 10.75%.     Net proceeds after
underwriters' discount and other offering costs were $583.1
million,    of this amount, $150.0 million was used to pay down the
Azurix revolving credit facility,   $386.0 million was used to pay
down the Azurix Europe credit facility and $18.1 million was used
to pay down amounts outstanding under the credit agreement with
Enron.   In addition,  $11.5 million was used to pay accrued
interest on the three credit facilities.     The remaining proceeds
were made available for general    corporate purposes.  The senior
notes were issued under an indenture that contains certain
covenants that limit Azurix's ability to incur additional debt,
pay dividends or make other distributions,     incur liens on its
assets,  enter into sale/leaseback transactions,   enter into
transactions with affiliates, or sell assets to, or merge with,
another entity.
    In March 1999, Azurix,  throu9h a wholly owned subsidiary of
Wessex,  issued U.K.  pound sterling denominated senior unsecured
bonds with a face value of $484.5 million and $448.7 million as
of December 31,  1999 and 2000,  respectively. The net proceeds
were primarily used to refinance all   short-term bank borrowings
that were outstanding on the date of issue. The bonds mature on
March 30,   2009 and bear interest at a rate of 5.875% payable
annually.
    The European Investment Bank credit facilities consist of four
separate loans. The U.S.   dollar denominated loan has a floating
interest rate based on the London interbank offered rate less 0.25%,
is due October 2001 and had an outstanding balance of $48.5
million and $44.9 million at December 31,    1999 and 2000,
respectively. The weighted average interest rate on the U.S.
dollar loan was 5.1% and 6.2% for the years ended December 31,
1999 and 2000,   respectively. The Italian lire denominated loan
bears interest at 11.6% per annum,    is payable in semiannual
installments through June 2002 and had an outstanding balance of
$13.1 million and $7.3 million at December 31,    1999 and 2000,
respectively. The other two obligations are U.K.    pound sterling
denominated and were entered into in 1999.     Interest on one of the
U.K.  pound sterling denominated obligations is based on the
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				0001024401-01- 500010 [1]
London interbank offered rate less 0.13%,    is payable in full in
December 2005 and had an outstanding balance of $126.6 million
and $117.2 million at December 31,   1999 and 2000,  respectively.
Interest on this loan was 5.9% for the period outstanding in 1999
and 6.0% in 2000.    The other U.K.  pound sterling denominated
obligation bears interest based on the London interbank offered
rate less 0.10%,  is payable in full  in December 2009 and had an
outstanding balance of $34.9 million and $32.3 million at
December 31,  1999 and 2000,  respectively. The interest rate on
this loan was 5.9% for the period outstanding in 1999 and 6.1% in
2000.
   At December 31,   2000, future minimum lease payments under
capital  leases total  $69.4 million, including $7.5 million
representing interest. At December 31,   2000,  $150.7 million of
historical  cost and $26.5 million of related accumulated
depreciation are recorded under capital    leases and included in
property,  plant and equipment.

   At December 31,   1999 and 2000, Azurix,  throu9h various
subsidiaries,  had other long-term debt outstanding of $12.3
million and $26.5 million,   respectively.
   Each of these financing agreements contains certain
restrictive covenants,   including among other things,  limitations
on borrowings,   the maintenance of certain financial   ratios such
as interest coverage,   net worth and debt to equity and contracts
to perform or refrain from undertaking certain acts. The
financing contracts include standard events of default,    including
non-payment,  cr955-defaults and insolvency. Azurix is currently
in compliance with these covenants.
   At December 31,   2000, long -term debt and capital lease
obligation maturities over the next five y ears were $80.7 million
in 2001,   $101.8 million in 2002,  $4.7 million in 2003, $3.7
million in 2004 and $120.1 million in 2005.
   Azurix has entered into interest rate and currency swap
contracts related to certain outstanding debt instruments (see
Note 9).
   Effective May 1,   1999, Azurix entered into a credit agreement
with Enron, which was amended as of January 24,    2000. Under this
agreement,  Enron loaned funds to Azurix for general,
administrative and operating expenses. As of December 31,    1999
and 2000,  $53.3 million and $103.1 million,   respectively, was
outstanding under this credit agreement. The credit agreement
originally terminated on the earlier of December 15,    2001 or 90
days following the date that Enron does not own or have the power
to vote at least one-third of Azurix's capital    stock ordinarily
entitled to vote for the election of directors and fewer than one-
third of Azurix's directors are officers, directors or employees
of Enron. The total   commitment under the credit agreement would
not exceed $60 million,   $120 million and $180 million at any time
during calendars years 1999,    2000 and 2001, respectively.
Advances under the credit agreement bare interest at the federal
funds rate plus 1.50%. The effective interest rate on these
borrowings in 1999 and 2000 was 6.8% and 8.1%,    respectively. In
January 2001, Azurix borrowed $40.0 million under the Enron
credit agreement and paid down that portion of the Azurix Europe
credit facility that can be used by Azurix for general    corporate
purposes.   Interest expense recorded for 1999 and 2000 was $2.2
million and $7.6 million,   respectively.  In addition, on March 16,
					 Page 212



				 000102 4401-01- 500010 [1]
2001,  the then outstanding balance of the Enron credit agreement
of $180 million was retired through the issuance to Enron of
mandatorily redeemable preferred stock and the credit agreement
was terminated.   As a result,  the balance outstanding at December
31,  2000 under the credit agreement was classified as long-term
debt - affiliates and not as current maturities of long-term debt
affiliates.
NOTE 9 - FINANCIAL INSTRUMENTS

   Atlantic water and Azurix use derivative financial    instruments
in the normal   course of their businesses for purposes other than
trading. These financial   instruments include interest rate,
currency swap and forward foreign exchange contracts. At December
31,  2000, Azurix had U.K.  pound sterling interest rate swap
contracts having a total   notional principal amount of $272.4
million.  Interest rate swap contracts rel ating to notional
principal  amounts of $179.4 million and $93.0 million terminate
in 2001 and 2002 through 2009,    respectively. At December 31,
2000, Azurix had cross-currency swap contracts to exchange U.S.
dollars of $51.0 million to u.K.   pound sterling of GBP3O.0 million,
which expires in 2001,   and Italian lire of 10.7 billion to U.K.
pound sterling of GBP4.9 million, which expires in 2002. At
December 31,  2000, Azurix had forward foreign exchange contracts
having a total   notional principal amount of $5.5 million which
terminate in 2001.   In addition, Atlantic Water also has a
currency option agreement with Enron whereby Atlantic Water can
exchange U.K.   pounds sterling up to GBP73.0 million for u.s.
dollars at an exchange rate of $1.71233 to GBP1.00.     This agreement
expires in 2001.
   The carrying amount of cash and cash equivalents, trade
accounts receivable (net of an allowance for doubtful accounts),
affiliate notes and interest receivable, accounts payable and
accruals and short-term debt approximates their fair value due to
their short-term nature. The fair value of long-term debt and
affiliate long-term debt is based on the quoted market prices for
the same or similar issues or on the current rates offered to
Azurix for debt of the same remaining maturities. The fair value
of currency swap,   forward exchange and interest rate swap
contracts shown below was determined based on a model which
estimates the fair value of these contracts using market rates in
effect at each respective date or was based on quoted market
prices for similar instruments with similar maturities.    Judgment
is necessarily required in interpreting market data and the use
of different market assumptions or estimation methodologies may
affect the estimated fair value amounts. The comparison of
estimated fair value and carrying amount are as follows:
<TABLE>
<CAPTION>
						    December 31,
						   1999       2000
						    (In millions)

   <5>                                           <C>         <C>
   Long-term debt (including current
     maturities) (1)
	 Estimated fair value                    $1,219.8    $1,136.6
	 Carryinq amount                          1,338.1     1,430.9
   Long-term debt - affiliates
     (including current maturities)
	 Estimated fair value                         54.6     103.5
					 Page 213



				0001024401-01- 500010 [1]
						    53.3

	Carrying amount
   Den vatives:
      Interest rate swap contracts
	Estimated fair value
	Carrying amount
      currency swap contracts(1)
	Estimated fair value
	Carrying amount
      Forward exchange contracts
	Estimated fair value
	Carrying amount
      Currency option agreement - affiliate
	Estimated fair value
	Carrying amount

<FN>
(1)

						     7.2

						    (2.8)
						    (1.2)
						    (0.8)

						     7.1
						     7.1

							      103.1

								 2.7

								 2.9
								(4.1)

								(0.3)

								 0.2
								 0.2

    The sum of the carrying amount for long-term debt and the
    currency swaps,  as indicated above, equals long-term debt
    including current maturities (see Note 8).
</TABLE>
   Atlantic water and Azurix are exposed to certain risks due to
the nature of derivative financial  instruments.  In the event of
non-performance by third parties, the amounts of interest rate,
forward exchange and currency swap contracts are potentially
subject to credit risk. Third parties to these contracts are
major commercial banks with high-quality credit ratings.
Accordin ly, Atlantic Water does not anticipate non-performance
by any o~ these counterparties on these financial   instruments.
Atlantic Water is exposed to market risk in the form of foreign
exchange rate and interest rate risks.  Several variable and fixed
rate loans in foreign currencies are hedged through a combination
of cross-currency swaps,  forward exchange contracts and interest
rate swaps.
NOTE 10 - INCOME TAXES

   As discussed in Note 1, Atlantic Water and its wholly owned
subsidiary, Bristol, are not taxable entities for u.s.   federal
income tax purposes.   The following information relates to
Azurix's activities.
   The components of income before minority interest and income
taxes are as follows:
<TABLE>
<CAPTION>

  November 30,
      1998
    (Date of
   Inception)
to December 31,
      1998

Year Ended December 31,
     1999     2000

(In millions)

   <5>
   United States
   United States trust income
    not subject to tax
   Foreign
</TABLE>

<C>
$(2.0)

0.9
7.7

<C>       <C>
$(86.5)   $(121.6)

  43.7
 152.5
$109.7

$ 6.6

   (1.4)
 (351.8)
$(474.8)

Page 214



				 0001024401-01- 500010 [1]

<TABLE>
<CAPTION>
				 November 30,
				     1998
				   (Date of
				  Inception)
			       to December 31,
				     1998

Year Ended December 31,
     1999     2000

(In millions)

<5>
Current tax expense:
   Federal
   State
   Foreign

Deferred tax expense
   Federal
   State
   Foreign

</TABLE>

	    <C>

	     0.7
	     0.7
(benefit):

Total  income tax expense

<C>
$   0.9
    0.3
   14. 1
   15.3

  (33.1)
    0.1
   39.2
    6.2
$ 21.5

 2.0
 2.0
$2.7

<C>

$

0.2
7.9
8.1

 (39.3)

  48.8
   9.5
$ 17.6

   Income tax benefit for the components of other comprehensive
loss was $0.3 million and $0.1 million for the years ended
December 31, 1999 and 2000,  respectively.
   The differences between taxes computed at the u.s.   federal statutory tax
rate and Atlantic water's effective income tax rate are as follows (dollars
in millions):

November 30,  1998
(Date of Inception)
  to December 31,
	1998

Percent
<5>
<C>
Statutory federal  income tax
 provi sion
(35.0)%
U.S.  loss not benefited
 (valuation allowance reversal)

Amount

<C>

$2.3

 0.7

		Year Ended December 31,
		1999                2000
Percent    Amount   Percent    Amount

<C>

<C>

<C>

<C>

35.0%    $ 38.4     35.0%    $(166.2)

10.4

(5.1)    (4.6)

Trust income not subject to tax
0.1
Foreign subsidiary company
 losses not benefited
35.1
Nondeductible goodwill
 amorti zati on
1.5
Consolidated foreign earnings
 taxes at other than the u.s.
 rate
(1.5)

(0.3)

(4.5)

(15.3)   (13.9)

-       166.9

0.3

(0.3)

4.5

(4.5)

6.3

5.7

(2.5)    (2.3)

Page 215

<TABLE>
<CAPTION>

0.5

7.1

(7.1)



Equity income (loss) of foreign
 investment
2.9
Minority interest
(0.2)
Other
0.8
  Total  income tax expense
3.7%
</TABLE>

000102 4401-01- 500010 [1]

			   (0.5)    (0.5)
			   (0.3)    (0.3)
			    0.5

$ 2.7

40.9%    $ 21.5    19.6%    $  17.6

   The principal components of Azurix's
liability are as follows:
<TABLE>
<CAPTION>

net deferred income tax

	    December 31,
	   1999      2000
	    (In millions)

   Deferred income tax assets:
     U.K. Advance Corporation Tax (ACT)
      car ryforward
     u.s.  tax loss and start-up expenditure
      carryforwards
     Foreign net operating loss carryforwards
     Tax credits in foreign jurisdictions
     Basis differences in concession intangibles
      property,  plant and equipment and Other
     valuation all owance
      Total deferred tax assets
   Deferred income tax liabilities:
     Basis differences in property,   plant
      and equipment
     Liabilities not recognized for tax
      purposes and Other
      Total deferred tax liabilities
      Net deferred tax liabilities
</TABLE>

<C>

<C>

$   67.8   $  23.2

 36.3
 13.0
  2.8
  7.9
 (4.8)
123.0

 80.6
   9.7
   7.4
163.4
(180.5)
103.8

(515.1)    (466.8)

   (1.6)
 (516.7)
$(393.7)

   (6.0)
 (472.8)
$(369.0)

   Atlantic water's results of operations for the year ended
December 31, 2000 included the impairment of the equity method
investment of the Mendoza concession company of $55.0 million and
the impairment of long-lived assets at the Buenos Aires
concession of $389.5 million.   Due to the significant uncertainty
regarding the Argentine investments (see Note 18),   no deferred
tax benefits were recorded for these impairments.    In addition,
at December 31,  2000, Azurix determined that a valuation
allowance on its prior and current year Argentine deferred tax
assets was required,  resulting in a fourth quarter 2000 tax
expense of $18.5 million.
   Azurix had U.K. Advance Corporation Tax credit carryforwards
at December 31,  2000 of approximately $23.2 million that can be
used to offset U.K. taxes payable in future years. At December
31, 2000, the U.K. ACT credit had an indefinite carryforward
period. At December 31,  2000, Azurix had foreign subsidiary
company loss carryforwards of approximately $27.6 million. Due to
restrictions on the use of such loss carryforwards and
uncertainty as to their ultimate usage, the related tax benefits
have not been reflected in Atlantic water's results of
operations.
					Page 216

13.6
(1.1)

0.5

3.9



			       0001024401-01- 500010 [1]
   At December 31,  2000, Azurix had carryforwards of U.S. tax
losses and start-up expenditures of approximately $230.2 million
that will begin to expire in 2019.  During 1998, Azurix recorded a
valuation allowance on a deferred tax asset of approximately $5.1
million related to losses incurred in the united States. During
the second quarter of 1999, Azurix determined that the available
evidence attributable to the increased level of 1999 business
activities (including consideration of the proceeds generated
from the initial public offering and available U.S. tax planning
strategies) indicated that it is more likely than not that the
deferred tax asset associated with the 1998 u.s.    losses will be
realized. Accordingly, the valuation allowance of approximately
$5.1 million was reversed in the second quarter of 1999.
Management has determined that no valuation allowance is
necessary for the u.s.  losses generated through the year ended
December 31, 2009 due to expected future income and available tax
planning strategies.
   U.S. and forei9n income taxes have been provided for earnings
of foreign subsidiary and affiliate companies that are expected
to be remitted to the U.S.  Foreign subsidiaries' and affiliates'
cumulative undistributed earnings of approximately $277.7 million
are considered to be indefinitely reinvested outside the united
States and, accordingly,  no u.s.  income taxes have been provided
thereon. In the event of a distribution of those earnings in the
form of dividends, Azurix may be subject to both foreign
withholding taxes and U.S.  income taxes net of allowable foreign
tax credits.
NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

   Cash paid for income taxes and interest expense is as follows:
<TABLE>
<CAPTION>
				 November 30,
				     1998
				   (Date of
				   Incepti on)
			       to December 31,     Year Ended December 31,
				     1998               1999     2000
					  (In millions)
   <5>                               <C>               <C>      <C>
   Income taxes                      $   -             $29.6    $  7.8
   Interest expense (net of
    amounts capitalized)              9.6               47.7     115.7
</TABLE>

Non-cash Transactions
   The capital transactions,  equity distributions and sale of
Azurix stock described in Note 2, and principal    repayments on a
note receivable from Enron described in Note 12 were non-cash
transactions.  The related receipts and disbursements were made
through a trustee in accordance with the Trust Agreement.     During
2000, Azurix acquired assets by entering into capital    leases
totaling $5.4 million.
NOTE 12 - RELATED PARTY TRANSACTIONS

   On December 17,  1998, Atlantic Water entered into two
				       Page 217



				 0001024401-01- 500010 [1]
unsecured loan agreements with Enron whereby Enron will    pay to
Atlantic Water an aggregate of $249.0 million in six semi-annual
installments beginning in June 1999.     Each of the loan agreements
accrues interest on the unpaid principal portion at 6.0% per
annum.   During 1999 and 2000,   respectively, Enron funded to the
trustee in accordance with the Trust Agreement,    $83.0 million and
$83.0 million in principal   payments.   These notes receivable are
classified as non-current assets as the proceeds are not expected
to be available to meet working capital    requirements (see Note
17).   The balance outstanding at December 31,   1999 and 2000 was
$166.0 million and $83.0 million,   respectively.   Interest income
of $0.6 million,   $13.5 million and $8.5 million was recorded
during 1998,  1999 and 2000,  respectively.
    In accordance with the terms of the Trust Agreement, Atlantic
water incurred general and administrative expenses of $7.3
million and $13.8 million related to administrative services
provided by Enron during 1999 and 2000,    respectively.
    Enron and Azurix have entered into an agreement that limits
the scope of Azurix's business and provides that Enron and its
affiliates may engage in water related businesses,    even if those
businesses have a competitive impact on Azurix.    In general, Enron
is permitted to engage in any business whatsoever,    including
water, wastewater and other businesses competing with Azurix,
provided the business is conducted and opportunities are
identified and developed through Enron's own personnel and not
through those of Azurix.   If an opportunity in the water industry
is presented to a person who is an officer or director of both
Enron and Azurix, the opportunity must first be offered to
Azurix,  unless water constitutes a minority of the fair market
value of the opportunity,   as determined by that officer or
director in good faith based on information available at the
time.
    During 1998,  1999 and 2000, Enron provided various services to
Azurix.  In 1999, Azurix signed agreements with Enron pursuant to
which Enron will   continue to provide such services which include
among other things,   information technology, office space,
building maintenance,   security and other office services as well
as employee development,   training, maintenance of compensation
and other benefits programs and the use of Enron-owned aircraft.
Azurix may utilize Enron's regulatory affairs, marketing affairs,
treasury and risk assessment and control departments.     In
addition, Azurix may continue to participate in Enron's corporate
insurance program. The agreement provides that Azurix may use the
international offices of Enron and its affiliates for projects,
sublect to mutual agreement with Enron or its affiliates on a
project-by-project basis. The agreement provides that Azurix will
reimburse Enron for direct charges related to Enron services and
facilities that it utilizes. Azurix is also allocated an amount
for overhead charges related to Enron corporate staff and support
services which it utilizes. This overhead charge is allocated
based upon factors such as employee headcount,    payroll and square
footage. The agreement is for an indefinite term,    but either
party may terminate the agreement on 180 days'    notice. During
1998,  1999 and 2000,  the expense recorded for these services was
approximately $1.5 million,   $6.6 million and $2.9 million,
respectively.
    Employees of Azurix are covered by various employee benefit
plans of Enron such as medical, dental,    life insurance and other
benefit plans. These costs are allocated to Azurix based upon
					 Page 218



				 0001024401-0 1- 500010 [1]
Enron's costs of administering and providing the benefit plans.
During 1998,  1999 and 2000, the expense recorded under the plan
arrangements was approximately $1.4 million,     $2.3 million and
$1.4 million,  respectively.
    Management believes the above allocation methods and costs are
reasonable.
    During 1998 and 1999,   Enron advanced to Azurix $17.7 million
and $53.4 million,   respectively,   related to office space and
other services provided by Enron and the cost of various benefit
plans for certain employees,     each described above, and to fund
Azurix's investment in and advances to its Cancun affiliate. The
entire amount of the advances were repaid in June 1999 with the
proceeds from Azurix's initial     public offering of its common
stock.
    A former director of a subsidiary of wessex owns certain
assets utilized in the subsidiary's operations. The subsidiary
was charged $0.1 million and $0.2 million for the use of those
assets during 1998 and the period in 1999 while serving as a
director,   respectively.
    Enron has made available letters of credit on behalf of
Azurix's subsidiaries in the aggregate amount of approximately
$16 million as of December 31,     1999. Azurix paid, or reimbursed
Enron for, the fees associated with these letters of credit.
There were no letters of credit made available by Enron on behalf
of Azurix as of December 31,     2000.
    During 1999 and throu9h March 31,   2000,  Enron guaranteed debt
and letter of credit obligations of up to $25 million on behalf
of Azurix North America to a bank under terms of the bank credit
facilities in exchange for,    among other things,  the elimination
of requirements for various assets to be pledged. As of December
31,  1999,  $16.4 million of letter of credit obligations were
outstanding under this credit facility,     and thus guaranteed by
Enron. whi 1 e the guarantee was outstanding, Azurix paid a fee to
Enron of $0.3 million per annum.
    During 2000, Azurix provided certain services that included
arranging,   negotiating and structuring water supply arrangements
for a project being developed by an Enron subsidiary.      Revenues
earned and received during 2000 related to these services were
$1.1 million.   under a separate agreement with the Enron
subsidiary, Azurix has agreed to provide future water supply and
water management services to the project for a period of
a p proximately 25 years.   Future services to be provided under
this agreement are contingent upon the Enron subsidiary receiving
certain government approvals to proceed with its project.
    Azurix has long-term debt with affiliates (see Note 8).

NOTE 13 - PENSION AND OTHER POSTRETIREMENT BENEFITS

    Azurix has various pension plans through its subsidiaries
which include both defined benefit and defined contribution
plans.
    During 1999, wessex maintained three defined benefit pension
plans that covered substantially all of its employees. On January
1,  2000, these plans were merged into a single plan.     The plan
assets are held in separate trustee administered funds and
					  Page 219



				0001024401-01- 500010 [1]
consist primarily of equity and debt securities. Wessex's funding
policy is to contribute to the plan sufficient to satisfy legal
funding requirements. Azurix Buenos Aires maintains a defined
benefit plan and Lurgi  Bamag maintains a defined benefit plan and
a postretirement benefit plan. These plans have no assets because
Azurix Buenos Aires and Lurgi  Bamag have not previously provided
fundin9. The pension costs for these plans charged to the
consolidated Statements of Income (Loss) have been determined on
the advice of independent qualified actuaries and are accrued
over the service lives of the employees expected to be eligible
to receive such benefits.
   The weighted average assumptions used in the actuarial
computations for the defined benefit plans of Wessex, Azurix
Buenos Aires and Lurgi  Bamag and the postretirement plan of Lurgi
Bamag are shown below:

   Pension
Year Ended
    1999

   <5>
   Discount rate
   Expected long -term rate of
    return on p] an assets
   Rate of compensation increase
</TABLE>

<C>
5.8%
6.5
4.3

Benefits
December
   2000
     (In
   <C>
   5.8%
   6.8
   3.5

       Post reti rement Benefits
31,    Year Ended December 31,
	   1999      2000
millions)

<C>

6.0%

3.0

<C>

6.5%

3.0

   For the measurement purposes of postretirement benefits,   a 4.0% annual
rate of increase in heal thcare costs was assumed for the years ended
December 31, 1999 and 2000.
   The following represents the obligations,   plan assets and funded status
for the defined benefit pension plans and postretirement plan:

<TABLE>
<CAPTION>

Pension Benefits

Benefits

Year Ended December 31,

1999

<5>
Change in benefit obligation:
 Benefit obligation at beginning
  of period
   obl i9ation acquired from
    business acquisitions
   Service cost
   Past service cost
   Interest cost
   Plan participants'
    contributions
   Actuarial loss (gain)
   Benefits paid
   Exchange difference
 Benefit obligation at end of
  period
Change in plan assets:

<C>

2000
  (In millions)

<C>

$246.2     $289.3

11.9
 7.8
13.9
13.2
 3.5
 8.4
(7.7)
(7.9)

Post reti rement
Year Ended December

 1999
<C>

$

 2000
<C>

$ 0.7

0.7

6.9

16. 1

 3.8
 7.4
(12.1)
(21.6)

$289.3     $289.8

-       (0.1)

$ 0.7

$ 0.6

Page 220

<TABLE>
<CAPTION>

31,



 Fair value of plan assets at
  beginning of period
   Actual  return on plan assets
   Employer contribution
   Plan participants'
    contri butions
   Benefits paid
   Exchange difference
 Fair value of plan assets at
  end of period
 Funded status:
   Fair value of plan assets
   Projected benefit obligation
   Funded status
   unrecognized past service cost
   unrecognized net actuarial
    gain (loss)
 Prepaid benefit cost (accrued
  benefit liability)
</TABLE>

0001024401-01- 500010 [1]

$259.2
  40.4
   1.9
   3.6
  (7.6)
  (7.3)

$290.2
   1.0
  15.8

$

$

 3.8
(11.5)
(21.6)

$290.2     $277.7

$290.2
 289.3
   0.9
  13.8

 (22.5)

$    -

$277.7
 289.8
 (12 . 1)
  11.8

   4.2

$ (7.8)    $  3.9

$   -
 0.7
 (0.7)

$

$

0.6
(0.6)

    -       (0.1)

$(0.7)     $(0.7)

   Net periodic benefit cost includes the following components:

<TABLE>
<CAPTION>
				     Pensi on
				  Year Ended
				      1999

Benefits
December
   2000
     (In

31,
millions)

Postreti rement Benefits
Year Ended December 31,
    1999      2000

<5>
Service cost
Interest cost
Amortization of prior service
 costs
Expected return on plan assets
Net periodic benefit cost
</TABLE>

<C>
$   7.8
   13.2

<C>
$   6.9
   16.1

     -        0.9
 (16.3)     (18.9)
$  4.7     $  5.0

   A 1% change in assumed healthcare cost trend rates would have
the following effects for the year ended December 31,   2000:

<TABLE>
<CAPTION>
				      1% Increase    1% Decrease
					    (In millions)

Effect on total service and
 interest cost components
Effect on post retirement
 benefit obli a ion
</TABLE>

					<C>

							<C>

							$  -

					 0.1

							 0.1

   Azurix North America contributes to defined contribution plans
for a number of its employees in the U.S. and Canada.
contributions to these plans totaled $0.4 million during the
period in 1999 that Azurix owned Azurix North America and $0.3
million in 2000. Contributions to the defined contribution plans
are based on percenta9es of compensation varying from 1% to 15%
of compensation, and in some instances are based upon the amount
of the employees'  contributions to the plans.  In any event,
contributions are limited to $3,000 per employee per annum.
					Page 221

<C>
$

<C>



				 000102 4401-01- 500010 [1]
   Azurix North America also contributes to a multi-employer
union p ension plan for certain union employees. These
contributions are based on amounts negotiated between the union
and the participating employers. There were no contributions
related to the multi-employer plan during 1999 or 2000 because
the plan is currently over funded.
NOTE 14 - STOCK PLANS
   In February 1999, Azurix established a stock plan that
provides for the granting or awarding of stock options and
restricted stock to directors, officers and key employees of
Azurix and members of the Azurix Board of Directors. Options
granted may be either incentive stock options or non-qualified
stock options and are granted at not less than the fair market
value of the stock on the date of grant. At any particular time,
the number of shares of common stock issued under the plan may
not exceed 15% of the total   number of shares of common stock
outstanding. These stock options generally vest over three to
five years and will   be exercisable for 10 years after the date of
grant.   On March 16,  2001, all options and unvested restricted
stock outstanding under the stock plan were cancelled (see Note
21).
   Azurix applies Accounting Principles Board Opinion No.    25,
"Accounting For Stock Issued To Employees," and related
interpretations in accounting for stock options issued under the
plan. Accordingly,   no compensation expense has been recognized
for the stock options granted.   Had compensation cost been
recognized based on the fair value of options granted at the
9rant dates for awards under the plan, Atlantic Water's net
income (loss) for the years ended 1999 and 2000 would have been
$62.2 million and $(325.2) million,    respectively.
   The fair value of options granted in 1999 and 2000 was
estimated on the date of grant using the Black-Scholes option
pricing model assuming no expected dividend yield, weighted
average expected life of 3.8 years and 4.2 years,    respectively,
expected volatility of 82.5% and 57.4%,    respectively, and a
weighted average risk-free interest rate of 5.4% and 6.4%,
respectively.
   Summarized information for Azurix's stock option plan is as
follows:
<TABLE>
<CAPTION>
						  1999                  2000
						      weighted              weighted
						      Avera9e               Avera9e
						      Exercise              Exercise
(Options in Thousands)                      Options    Price     Options     Price
<5>                                         <C>        <C>          <C>        <C>
Options outstanding,   beginning of year         -          -      10,253    $13.79
Granted                                     12,374     $14.31       2,016      7.49
Exercised                                                   -        (251)     6.94
Forfei ted                                  (2,121)     16.81      (4,917)    14.42
Options outstanding,   end of year          10,253      13.79       7,101     11.82
weighted average fair value of
					 Page 222



				0001024401-01- 500010 [1]
 options granted                                        8.58                  3.85
</TABLE>

   The following table summarizes information about stock options
outstanding at December 31,  2000 (options in thousands):

<TABLE>
<CAPTION>
					 weighted
					  Avera9e      weighted
					 Remaining     Avera9e
     Range of Exercise      Options     Contractual    Exercise
	   Prices         outstanding       Life        Price

     <C>                     <C>        <C>             <C>
     $ 4.00 to $ 7.63        3,742      9.4 years       $ 7.17
      14.25 to  21.56        3,359      8.1 years         16.99
</TABLE>

NOTE 15 - EXTRAORDINARY LOSS

   In May 1999, Azurix Europe retired borrowings under its former
senior credit facility and terminated the facility prior to its
maturity. unamortized deferred financing fees related to this
facility of $9.8 million ($6.8 million net of tax benefit) were
charged to income as an extraordinary loss.
NOTE 16 - RESTRUCTURING CHARGE

   In 1998, Azurix adopted a business strategy focused on growth
through acquisitions and development projects around the world.
During the fourth quarter of 1998 and the first half of 1999,
Azurix initiated a business development effort requiring
increased personnel to pursue and support acquisition and
privatization activities worldwide. The initiative was based on
Azurix's expectations as to the size,   number, location and timing
of privatization projects that would be awarded in 1999,   2000 and
beyond. During the second half of 1999,  several  large
privatization projects were postponed or cancelled.   In the fourth
quarter of 1999, Azurix reevaluated its cost structure in
relation to its business development efforts. As a result, Azurix
announced a plan to restructure its operations, which resulted in
Azurix recording a one-time,  pre-tax expense totaling $34.2
million in the fourth quarter of 1999. The restructuring plan
included reducing personnel,  reducing leased office space and
eliminating other costs relating to the pursuit of concessions in
certain regions.
   The restructuring plan was completed in the fourth quarter of
2000 and involved the elimination of 213 employee positions
working in the concession acquisition effort.    Certain employee
contracts allowed Azurix to make payments for up to five years.
The restructuring liability of $5.4 million at December 31,   2000
is related to these long -term severance agreements and $2.7
million has been classified in "Accounts payable and accruals"
and $2.7 million has been classified in "Other long-term
liabilities" on the Consolidated Balance Sheet. There were no
adjustments necessary to the restructuring liability during the
year ended December 31,  2000.
NOTE 17 - TRUST EQUITY

Beneficial Interest
					Page 223



				0001024401-01- 500010 [1]
   During 1998, Atlantic water issued both Class A and class B
Beneficial Interests (see Note 2).
Equity Allocations and Distributions
   In accordance with the terms of the Trust Agreement, the
holders of the Class A and class B Beneficial   Interests share
disproportionately in cash distributions during the life of the
Trust, or upon liquidation rather than based upon the respective
voting ownership percentages in Atlantic Water.    The holder of
the Class A Beneficial Interest will   receive distributions on a
priority basis or pro rata with the class B Beneficial   Interest,
based on various factors described in the Trust Agreement.

   Atlantic water is required to make an equity distribution to
Marlin semi-annually.  Payments of the equity distributions
totaled $75.7 million and $69.1 million in 1999 and 2000,
respectively.
NOTE 18 - ASSET IMPAIRMENTS
   In 1999, Azurix, through its subsidiary Azurix Buenos Aires
S.A., was awarded and assumed operations of a water and
wastewater concession in the Province of Buenos Aires, Argentina.
In addition to the $438.6 million paid to the provincial
government to acquire the concession contract,   under the terms of
the concession contract, Azurix is required to complete an
investment program which it began in 1999.    Azurix currently owns
90% of Azurix Buenos Aires.
   Azurix believes that the provincial government has violated
the terms of the concession contract through such acts as
limiting the amount Azurix can charge customers to levels below
those specified in the concession contract and failing to
complete and deliver infrastructure and other assets,   including
algae treatment works at Bahia Blanca.   Azurix notified the
provincial government of these and other violations in 2000.
These violations have negatively impacted concession cash flows,
ability to raise capital to fund the investment program of the
concession and ability to provide services to the concession
customers.
   Failure by the provincial government to comply with the terms
of the concession contract,  lack of prog ress in reaching
resolution on these issues, despite oral assurances from
provincial officials to reach resolution by year-end 2000,   and
prominent government officials publicly stating that Azurix
should be removed as operator of the concession during the last
week of 2000,  resulted in Azurix evaluating its investment in the
concession and related property,   plant and equipment for
impairment.  Based on this review, in the fourth quarter of 2000,
Azurix adjusted the carrying values of the concession intangible
and related property,  plant and equipment to their fair value by
recording an impairment of $389.5 mi 1 lion (pre-tax and after-tax)
which is included in "Impairment of long-lived assets" in the
consolidated Statements of Income (Loss).    Fair value was
determined based on the present value of expected future cash
flows from the concession, discounted using a risk-adjusted rate.
   During 2000, there were water supply and quality problems
experienced by areas within the concession, which Azurix
attributes to failure of the Province to meet the terms of the
					Page 224



				0001024401-01- 500010 [1]
concession agreement.  In addition, there was negative publicity
generated from growing political opposition as discussed above.
Azurix recorded an additional  charge of $11.0 million (pre-tax
and after-tax) in the fourth quarter of 2000 to reflect the
impact of these items on accounts receivable collections.    This
amount is included in "operations and maintenance" expense in the
Consolidated Statements of Income (Loss).
   As a result of the review of future cash flows discussed
above, Azurix believes that sufficient uncertainty exists
regarding the realizability of Argentine tax loss carryforwards
such that a valuation allowance was appropriate at December 31,
2000 (see Note 10).   This resulted in an additional tax
expense of $18.5 million in the fourth quarter of 2000.

   Azurix has a 32.1% equity method investment in Obras
Sanitarias Mendoza S.A., which owns a water and wastewater
concession in the Province of Mendoza, Argentina.    As a result of
events related to its investment in the concession in the
Province of Buenos Aires, Ar9entina discussed above, Azurix
evaluated the fair value of its investment in the Mendoza
concession.  Fair value was determined based on the present value
of expected future cash flows from the concession,   discounted
using a risk-adjusted rate.   The resulting fair value was less
than Azurix's carrying value and this loss in value was
determined to be other than a temporary decline.    Accordingly,
Azurix recorded an impairment of $55.0 million (pre-tax and after-
tax) in the fourth quarter of 2000.   This amount is included in
"Impairment of investment in unconsolidated affiliate" in the
Consolidated Statements of Income (Loss).
   During 2000, Azurix decided to sell   its investment in its e-
business marketplace WaterDesk.comTM .    An initial attempt to
sell WaterDesk as a public marketplace solution for the water and
wastewater industry was terminated in the fourth quarter of 2000.
Azurix is currently attempting to sell WaterDesk as a private
marketplace or an internal  procurement tool for one or several
companies to conduct inter-company commerce.    Azurix believes the
fair market value of waterDesk used in this latter capacity has a
lower value than if it were utilized as a public marketplace
solution for the entire water and wastewater industry.    As a
result, Azurix recorded in the fourth quarter of 2000,   a $12.3
million pre-tax impairment of its long-lived assets that comprise
WaterDes k. This amount is included in "Impairment of long-lived
assets" in the Consolidated Statements of Income (Loss).
NOTE 19 - RESTRICTED NET ASSETS OF SUBSIDIARIES

   Certain subsidiaries of Atlantic Water have governmental and
regulatory restrictions or approvals required in order to pay
dividends or to make intercompany loans and advances to it. The
amount of restricted net assets of Atlantic Water subsidiaries at
December 31, 1999 and 2000 is approximately $1.6 billion.
NOTE 20 - COMMITMENTS AND CONTINGENCIES

Commitments

   Azurix leases office space from Enron (see Note 12). Azurix
has no contractual obligation under these office lease agreements
but pays to Enron the amount determined in the lease or the
contract rate applied to square footage occupied. Azurix incurred
rent expense to Enron for office space totaling $0.3 million,
					Page 225



				 0001024401-01- 500010 [1]
$1.7 million and $1.8 million in 1998,    1999 and 2000,
respectively.
   Azurix leases property under various operating leases.    Rental
expense related to these leases for the years ended December 31,
1998,  1999 and 2000 were $0.2 million,   $2.1 million and $7.4
million,  respectively.  Future minimum operating lease payments as
of December 31,  2000,  in the aggregate and for each of the five
succeeding fiscal years,   are as follows:
<TABLE>
<CAPTION>
					      (In millions)
						  <C>
	   2001                                   $ 4.7
	   2002                                     4.0
	   2003                                     3.1
	   2004                                     1.7
	   2005                                     0.3
	   2006 and beyond                          0.2
	      Total minimum lease payments        $14.0
</TABLE>

   Azurix,  through Wessex and Azurix Buenos Aires, as owner of
government regulated water and wastewater concessions,    is
required to undertake a significant capital investment program to
meet statutory water quality and environmental    standards. It is
currently estimated that the capital expenditure programs at
Wessex and Azurix Buenos Aires,   along with the capital
expenditure commitments of other Azurix subsidiaries, will
require expenditures over the next five years of approximately
$1.4 billion.
   The former parent of Lurg I   Bamag had guaranteed reimbursement
obligations for approximately $27 million of letters of credit
issued on behalf of Lurgi   Bamag. Azurix has agreed to indemnify
the former parent of any payments under that guarantee.

   Azurix has contingent payment obli9ations to former owners of
acquired entities under certain negotiated formulas. Currently,
Azurix cannot assess the likelihood that payments under these
obligations will occur.
Litigation
   Azurix is involved in various claims and lawsuits, the
significant items of which are discussed below.     Although no
assurances can be given, Azurix believes, after considering
appropriate reserves that have been established and except where
noted below,  that the ultimate resolution of such items will   not
have a material adverse effect on its financial    position or
results of operations.
   As previous reported in Azurix's Annual    Report on Form 10-K
for the year ended December 31,   1999 and other filings, on
November 1,   1999, Synagro filed a lawsuit against Azurix styled
Synagro Technologies,   Inc. v. Azurix Corp.,  in the 270th Judicial
District Court of Harris County, Texas. The lawsuit relates to
various agreements between the parties regar-din9 potential
business transactions and the possible acquisition by Azurix of
two subsidiaries of Waste Management,   Inc.,  commonly called
BioGro. On May 9,  2000,  Synagro filed its First Amended Petition
in the District Court seeking (i) damages in excess of $57
					Page 226



				 0001024401-01- 500010 [1]
million resulting from the alleged breach by Azurix to purchase
up to $23 million of synagro convertible preferred stock and (ii)
unspecified damages resulting from Azurix's alleged breach of
confidentiality and standstill agreements.     On August 4, 2000,
Azurix filed its First Amended Answer and counterclaim (i)
denying all of the material allegations contained in Synagro's
First Amended Petition and (ii) seeking damages in excess of $175
million for misrepresentations bysynagro that induced Azurix to
agree to restrictions on its ability to purchase BioGro and to
enter into negotiations with Synagro and Synagro's interference
with Azurix's acquisition of BioGro.     Azurix intends to continue
to vigorously defend itself against synagro's claims and to
continue to pursue its claims for damages resulting from
Synag ro's conduct regarding BioGro. The parties have agreed to a
trial date in september 2001. Although no assurances can be
~ iven, Azurix believes that the ultimate resolution of this
 i    a ion will not have a material adverse effect on its
financial position or results of operations.
   On October 6, 2000, a lawsuit was filed in the United States
District Court for the Southern District of Texas,    Houston
Division,   by Irving Rosenzweig, on behalf of himself and others
similarly situated, against Azurix Corp.,    Enron Corp. and certain
of their officers and directors.    The suit is a purported class
action filed on behalf of those persons who purchased the common
stock of Azurix during the period from June 9,    1999, the date of
Azurix's initial   public offering, through and including August 8,
2000.   The suit generally alleges that the defendants violated
Sections 11,  12(a) and 15 of the Securities Act of 1933,   Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule
lOb-S.   The plaintiff contends that the defendants issued and
disseminated materially false and misleading information to the
plaintiff and the investing public in connection with Azurix's
initial public offering and during the class period.      The
plaintiff seeks rescissory and/or compensatory damages,    interest
and costs,   including attorneys and experts fees.   The plaintiff
also seeks extraor~inar~ and/or injunctive relief,    md uding
attaching,   impounding, imposing a constructive trust upon or
otherwise restricting the proceeds of defendants'    trading
activities or their other assets so as to assure that plaintiffs
have an effective remedy.   Several similar actions have been filed
in the united States District Court for the Southern District of
Texas and have been consolidated.    These lawsuits are subject to
the Private Securities Litigations Reform Act of 1995 and in each
case the plaintiff seeks to have the action certified as a class
action with plaintiff as the class representative. Azurix intends
to deny the allegations in each complaint and defend these cases
vigorously.   At this early stage of the litigation,   it is not
possible to estimate potential damages,    if any. If liability were
established,  an unfavorable judgment or settlement could have a
material adverse effect on Azurix's financial    position and
results of operations.

    On October 27,  2000, a lawsuit was filed in the Court of
Chancery in the State of Delaware, New Castle county,     by Thomas
Turberg against Azurix Corp.,    Enron Corp., and certain of their
officers and directors.    The suit is a purported class action
filed on behalf of Azurix's public sharehol ders for the purpose
of enjoining a transaction proposed by Enron for taking Azurix
private at a price of $7.00 for each of Azurix's p ublicly held
shares. The letter from Enron making this proposal and the
related press release issued by Azurix were filed with the
Securities and Exchange Commission on October 27,    2000, as
					 Page 227



				 0001024401-01- 500010 [1]
exhibits to Azurix's Current Report on Form 8-K.     The suit
generally alleged that the buy-out p rice of $7.00 per share was
unconscionable and unfair and grossly inadequate and that the
defendants have breached their duties of loyalty and care with
respect to Azurix's public shareholders.    The p1 aintiff sought a
]udgment (i) enjoining the acquisition under the terms proposed
in the letter;   (ii) to the extent the transaction is consummated
prior to a final  judgment,  rescindin9 the transaction or awarding
rescissory damages to the class;    (iii) directing that the
defendants account to the plaintiff and the class for all damages
caused to them and account for all   profits and any special
benefits obtained by the defendants as a result of their alleged
unlawful  conduct;  (iv) awardin9 to the plaintiff the costs and
disbursements of the lawsuit,   including a reasonable allowance
for attorney fees and expenses; and (v) granting such other and
further relief as the court deems appropriate.     six similar
actions were subsequently filed in the Court of chancery in the
State of Delaware,  New castle county and all Delaware actions
have been consolidated into a single action.     In addition, a
similar action was filed in the 55th judicial District court of
Harris county, Texas.    certain of the actions filed in the
Delaware court have added Atlantic water as a defendant. On
December 13,   2000, the parties to the litigation executed a
Memorandum of understanding that settled both the Delaware and
Texas actions in principle.    Under the proposed settlement,  the
defendants acknow 1 edged that the prosecution of the litigation
was a material   factor in causing Enron to increase the merger
consideration from $7.00 to $8.375 per share.     The proposed
settlement provides that the defendants will not oppose
plaintiffs'  application for attorneys'   fees and expenses up to
$2.25 million, which Enron has agreed to pay. The proposed
settlement is subject to the execution of definitive settlement
documents,   confirmatory discovery, and court approval.
   Issues regarding water quality or quantity have arisen in
various areas served by AzUrix Buenos Aires.      Azurix believes
these episodes for the most part are due to failures by the
Province to deliver infrastructure that it committed to deliver
under the concession contract.    In a few instances,  customers of
Azurix Buenos Aires have filed claims for damages due to
allegedly inadequate water quality.    Although to date these
claims have not been for material amounts, other claims regarding
quality or quantity may be filed in the future,    the amount of
which Azurix cannot predict.    Azurix would defend any such claims
vigorously,  if made, and would seek to have the Province of
Buenos Aires brought in as a defendant and reimbursement from the
Province for any liability,   if assesed.   Because no material
claims have been asserted to date, Azurix is not in a position to
assess the likelihood of assertion or of Azurix Buenos Aires
prevailing on those claims.
Regulation
   Azurix is subject to extensive federal,    foreign, state and
local environmental   laws and regulations. Azurix anticipates
future changes in, or decisions affecting,    regulatory regimes
that will  serve to expand or tighten regulatory controls.   Some of
these changes or decisions could have a material adverse effect
on its financial position and results of operations.
   Most of Azurix's revenues are subject to governmental
regulation of the rates that it charges to its customers. On
November 25,   1999, the U.K. water regulator,  the Director General
					 Page 228



				 0001024401-01- 500010 [1]
of water services,   announced p rice limits for U.K. water
companies for the period April   1, 2000 through March 31,  2005.
Wessex was notified of a determination of a 12.0% p rice cut
effective April  2,  2000, before adjustment for inf a ion.
The announcement included level prices through March 2003
with annual  price increases effective April   1, 2003 of 3.8%
and April  1, 2004 of 4.7%,  before adjustment for inflation.
wessex's regulated operating revenues represented approximately
53% of Azurix's total operating revenues for the year ended
December 31,  2000. The outcome of the periodic review is expected
to reduce Wessex's regulated operating revenues from 1999-2000 to
2000-2001 by 12.0%,   before adjustment for inflation (or by
approximately 10% after adjustments for inflation and other
factors),  and thus materially reduce Azurix's cash flow and
earnings.  However, Azurix does not expect this will have a
material adverse effect on its financial    position.

   wessex currently has a virtual monopoly over water supply and
wastewater services within its service region, with the exception
of the areas around and including the cities of Bristol and
Bournemouth and a small area of rural Wiltshire, where three
other companies provide only water and Wessex provides wastewater
services. This may change in the future,    however, as the U.K.
Government and the Director are seeking to increase competition
in the water sector.
   At the end of 2000,   the U.K.  government published new
proposals.   The key features include,   among other things, that the
Director would have the primary duty to protect consumer
interests, which can include promoting competition,    that competition
would be reviewed in light of industry proposals on
restructuring,  increased level of fines, that companies would be
required to provide consumers with comparative performance data
and licenses for abstracting water would be reformed,    including
placing time limits on licenses,   allowing civil actions for
damages caused by abstraction and ending compensation for removal
of a license after 2012.    The final contents of this legislation
and the timing of its enactment are uncertain,    but it is unlikely
to take effect prior to 2002.
   In connection with Wessex' s most recent periodic review of
price limits, the Director has estimated that the cost of the
capital  expenditures that Wessex will   be required to make during
the period 2000 to 2004, will    be approximately GBP764 ($1,143)
million. The determination assumed an after-tax cost of capital
for wessex of 4.75%.
   Azurix believes that the provincial government of Buenos Aires
has failed to permit Azurix Buenos Aires to charge rates in
accordance wit h the tariff set by the concession contract and to
deliver infrastructure and other assets as required by the
concession contract,   thereby affecting its ability to raise
capital and to serve its customers.     Negotiations with the
province thus far have failed to result in resolution of disputed
items, despite oral assurances from provincial officials to
Azurix Buenos Aires management that various matters would be
resolved by the end of 2000,    including allowing Azurix to charge
rates at levels consistent with the concession contract.     In
addition,  during the last week of December 2000,    some prominent
officials in the Province publicly advocated canceling the
concession.   Azurix does not believe the Province has grounds for
cancellation without compensation and is vigorously challenging
the Province's actions and will    continue to do so; however, the
					 Page 229



				 0001024401-01- 500010 [1]
lack of resolution on rates by December 31,    2000, and a shift in
the political  environment during the last week of 2000 caused
Azurix to revise its expectation of future cash flows from this
concession,  including collection rates from customers,   and to
evaluate the recoverability of related tax assets. Accordingly,
Azurix has written down the carrying value of the concession
intangible and related property,   plant and equipment to its fair
value.   In addition it has recorded an increase in bad debt
expense and recorded a valuation allowance against its Argentine
tax loss carryforwards (see Note 17).
   on February 15,   2001, the Province and Azurix Buenos Aires
entered into a Memorandum of understanding regarding a variety of
issues between them.    The Memorandum of understanding, among
other things,  established an investment program for 2001 at a
lower level than previously required and established a framework
for negotiating issues associated with tariff levels and the
remaining capital pro~ ram.   There is no assurance,  however, that
these negotiations will   result in a resolution satisfactory to
Azurix or the Province.
NOTE 21 - SUBSEQUENT EVENTS
   on March 16,  2001,  shareholders of Azurix approved and adopted
the Agreement and Plan of Merger by and among Enron,     Enron BW
Corp.,  a wholly owned indirect subsidiary of Enron, and Azurix
dated as of December 15,   2000.  The merger was consummated on
March 16,  2001, at which time Enron BW Corp. was merged into
Azurix with Azurix being the surviving corporation.
   Under the Agreement and Plan of Merger,    each issued and
outstanding share of Azurix common stock, other than those
shares held by Atlantic Water,    Enron, Enron BW Corp., Azurix
and any of their wholly owned subsidiaries, was cancelled and
converted into the right to receive $8.375 per share.     On the
date of the merger,   Enron BW Corp. had $325.9 million of cash
that was used to pay consideration to the public shareholders
whose shares were cancelled. As a result of the merger and
effective on the merger date, Azurix had three shares of
common stock outstanding, of which Atlantic water holds two,
and Azurix common stock ceased to be publicly held.
   Pursuant to the terms of the Agreement and Plan of Merger, on
March 16,  2001, all Azurix stock options and unvested restricted
stock outstanding were cancelled.    Holders of the options
received a cash payment,   less applicable withholding taxes,  for
both vested and unvested options,   based on the excess of $8.375
over the exercise price per share.   Holders of unvested restricted
stock received a cash payment of $8.375 per share,    less
applicable withholding taxes.     These payments resulted in Azurix
recognizing a pre-tax charge of approximately $4.3 million in the
first quarter of 2001.
   In addition,  under the Agreement and Plan of Merger, Azurix
retired $180 million of borrowings outstanding on March 16,    2001
under the Enron credit a~ reement through the issuance to Enron of
11% cumulative mandatorily redeemable preferred stock with an
initial  liquidation preference of $180 million.    The preferred
stock may not be redeemed by Azurix prior to the date that all of
its senior notes due 2007 and 2010 have been redeemed.     The
preferred stock must be redeemed on or before the second
anniversary of the date that the senior notes are no longer
outstanding.   Dividends will accrue,  but will not be paid until
					 Page 230



				 0001024401-01- 500010 [1]
all of its senior notes have been redeemed.
</TEXT>
</DOCUMENT>
</SEC- DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE--------

					 Page 231



				 0001024401-01- 500010 [1]
	  period of post employment non-competition
	  obligations as described in the Enron Capital &
	  Trade Resources Corp.   Long-Term Compensation
	  Program and Phantom Stock Unit Plan."

     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 CORP.

				By: /5/ JEFFREY K.  SKILLING
				Name:  Jeffrey K.  Skillin9
				Title: President & operating
				Officer

This 14th day of February,   2000

				KENNETH D.  RICE

				/5/ KENNETH D. RICE
				This 14th day of February,
				2000

			EXHIBIT "A" TO
		EXECUTIVE EMPLOYMENT AGREEMENT
	   BETWEEN ENRON CORP. AND KENNETH D.    RICE

Employee Name:       Kenneth D.  Rice

Term:                February 14,  2000 through January 31,  2002

Position:            Chief Commercial Officer,   Enron
		     Broadband Services Inc.

Location:            Houston, Texas

Reporting Relationship:  Reports to the Office of the Chairman of Enron Corp.

Monthly Base Salary:  Employee' s Monthly Base Salary
		     shall  be Thirty Five Thousand   Dollars
		     ($35,000.00).
Long Term Grants:    Subject to and effective upon the
		     approval  by the Compensation and
		     Management Development Committee
					 Page 123



				 000102 4401-01- 500010 [1]
		     ("Compensation Committee") of the Enron
		     Corp.  Board of Directors, after this
		     Amendment has been executed and becomes
		     effective,   Employee shall receive the
		     stock awards described below:
		     Subject to the above,   at the February
		     14,  2000 Compensation Committee meeting
		     after this Amendment is signed,   Employee
		     shall  be granted the following from the
		     Amended and Restated Enron Corp.    1991
		     Stock Plan (as amended and restated May
		     4,  1999):   (1) a grant of 692,308 Enron
		     Corp. Common Stock Options with a two
		     (2) year term and a grant value of $9
		     million dollars on t heDate of Grant to
		     vest 50% upon the Date of Grant and 50%
		     on February 14,  2001;  (2) a grant of
		     600,000 Enron Corp. Common Stock options
		     with a three (3) year term,   having a
		     value of $9 million dollars on the Date
		     of Grant to vest 50% on February 14,
		     2001 and 50% on February 14,   2002; and
		     (3) a grant of 500,000 Enron Corp.   Stock
		     Options with a five (5) year term,
		     having a value of $9 million dollars on
		     the Date of Grant to vest 25% on
		     February 14,  2001, 2002,  2003, and 2004,
		     respectively.   In the event of
		     Employee's Involuntary Termination,
		     options granted on February 14,   2000,
		     which would have vested within ninety
		     (90) days of Employee's date of
		     Involuntary Termination,   shall vest upon
		     the date of Involuntary Termination of
		     the employment relationship.

				ENRON CORP.

				By: /5/ JEFFREY K.  SKILLING
				Name:  Jeffrey K.  Skillin9
				Title: President & operating
				Officer
				This 14th day of February,  2000

				KENNETH D.  RICE

				/5/ KENNETH D.  RICE
				This 14th day of February,  2000

</TEXT>
</DocuMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>4
<FILENAME>exl2 .txt
					Page 124



			       0001024401-01- 500010 [1]
<DESCRIPTION>STATEMENT REGARDING COMPUTATION OF RATIOS
<TEXT>

								    Exhibit 12
			ENRON CORP. AND SUBSIDIARIES
		     Computation of Ratio of Earnings to
				Fixed Charges
				 (Unaudi ted)

<CAPTION>
(In Millions)
					 2000

Year Ended December 31,
 1999     1998    1997

Earnings available for fixed charges
  Income from continuing operations
  Less:
     Undistributed earnings and
      losses of less than 50% owned
      affiliates
     Capitalized interest of
      non regul ated compani es

Add:
   Fixed charges(a)
   Minority interest
   Income tax expense

<C>       <C>

$   979   $1,024

     20      (12)

    (44)     (61)

1,184
  154
  478

948
135
137

<C>       <C>    <C>

$   703   $105   $

    (44)   (89)

    (66)   (16)

    809    674
     77     80
    204    (65)

					$2,771    $2,171   $1,683    $689   $1,361

Fixed charges
  Interest expense(a)
  Rental  expense representative of
   interest factor

     Total

$1,136

    48

$   900

     48

$   760   $624   $  404

49      50

50

$1,184   $  948   $  809    $674   $  454

Ratio of earnings to fixed charges

<FN>
(a) Amounts exclude costs incurred
</TABLE>

2.34

2.29

2.08    1.02

3.00

on sales of accounts receivable.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<S EQUENCE> S
<FILENAME>exh2l.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>

						    Exhibit 21

			 ENRON CORP.
		 AND SUBSIDIARY COMPANIES
Subsidiary and Limited Partnership Interests as

of 12/31/00

Subsidiary, Place of Incorporation
 ATLANTIC COMMERCIAL FINANCE B.V.,  i.l.,  (Cayman Islands)
 ATLANTIC COMMERCIAL FINANCE,  INC ,  (Delaware)
     Compression Projects Finance Ltd.,   (Cayman Islands)
					Page 125

<TABLE>

1996

Total

584

(39)
(10)

454
 75
297



			   000102 4401-01- 500010 [1]
EDC Atlantic Ltd.,   (Cayman Islands)
Enron Equity Corp.,   (Delaware)
     Enron Dominican Republic Ltd.,    (Cayman Islands)
	Smith/Enron Cogeneration Limited Partnership,
	 (Turks & Caicos Isles)
	Smith/Enron O&M Limited Partnership,
	 (Turks & caicos Isles)
 Enron Dominican Republic Operations Ltd.,
  (Cayman Islands)
	  Smith/Enron Cogeneration Limited Partnership,
	      (Turks & Caicos Isles)
	  Smith/Enron O&M Limited Partnership,
	      (Turks & Caicos Isles)
     Enron Global  Power & Pipelines LLC,   (Delaware)
	  Enron Domi ni cana Holding Limited,
	   (Cayman Islands)
	       Enron Dominicana Limited Partnership,
		      (Cayman Islands)
		      Smith/Enron Cogeneration Limited
		       Partnership, (Turks & Caicos Isles)
     Enron Holding Company L.L.C.,    (Delaware)
	  Enron Dominican Republic Ltd.,    (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		  (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		  (Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,
	   (Cayman Islands)
	       Smith/Enron Cogeneration Limited
	       Partnership,   (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		  (Turks & Caicos Isles)
	  Enron Global   Power & Pipelines LLC,  (Delaware)
	       Enron Domi ni cana Holding Limited,
		 (Cayman Islands)
		      Enron Dominicana Limited Partnership,
		       (Cayman Islands)
		      Smith/Enron Cogeneration Limited
		       Partnership, (Turks & Caicos Isles)
Enron International Holdings Corp.,    (Delaware)
     Enron Global  Inc.,  (Delaware)
	  Enron Holding Company L.L.C.,    (Delaware)
	       Enron Dominican Republic Ltd.,    (Cayman Islands)
		      Smith/Enron Cogeneration Limited
		       Partnership, (Turks & Caicos Isles)
		      Smith/Enron O&M Limited Partnership,
		       (Turks & Caicos Isles)
      Enron Dominican Republic Operation Ltd.,    (Cayman Islands)
		      Smith/En ron Cogene ration Limited
		       Partnership, (Turks & Caicos Isles)
		      Smith/Enron O&M Limited Partnership,
			(Turks & Caicos Isles)
	       Enron Global   Power & Pipelines LLC,   (Delaware)
	Enron Dominicana Holding Limited,    (Cayman Islands)
			   Enron Dominicana Limited
			    Partnership,  (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		      (Turks & Caicos Isles)
     Enron Holding Company L.L.C.,    (Delaware)
	  Enron Dominican Republic Ltd.,    (Cayman Islands)
      Smith/Enron Co9eneration Limited Partnership,
	 (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
				    Page 126



				 0001024401-01- 500010 [1]
			   (Turks & Caicos Isles)
	       Enron Dominican Republic operations Ltd.,
		(Cayman Islands)
	   Smith/Enron Cogeneration Limited Partnership,
	      (Turks & caicos Isles)
		     Smith/Enron O&M Limited Partnership,
			   (Turks & Caicos Isles)
	       Enron Global   Power & Pipelines LLC, (Delaware)
		     Enron Dominicana Holding Limited,    (Cayman Islands)
			   Enron Dominicana Limited Partnership,
			     (Cayman Islands)
			   smith/Enron Cogeneration Limited
			    Partnership,  (Turks & caicos Isles)
ATLANTIC WATER TRUST,   (Delaware)
     Azurix Corp.,  (Delaware)
		     AEL Finance B.V.,   (The Netherlands)
	  Azurix AGOSBA Holdings Ltd.,    (cayman Islands)
	       Azurix AGOSBA Ltd.,    (Cayman Islands)
	  Azurix AGOSBA S.R.L.,   (Argentina)
		      Azurix Argentina Holding,   Inc., (Delaware)
				      Azurix Misiones S.R.L.,  (Argentina)
			  Azurix AGOSBA S.R.L.,   (Argentina)
		      Azurix Brasil Holdings Ltd.,  (Cayman Islands)
				    Azurix Brasil Development Ltd.,
				    (Cayman Islands)
						Azurix Brasil  Investments
						  Ltd., (Cayman Islands)
		  Ltda.,   (Brazil)
		     Azurix Buenos Aires Investments Ltd.,    (Cayman Islands)
				 Azurix Argentina Finance Ltd.,
				  (Cayman Islands)
	  Azurix Cancun B.V.,    (The Netherlands)
				 Azurix Cancun S. de R.L. de C.V.,  (Mexico)
					    Desarrollos Hidraulicos de
					     Cancun S.A. de C.V.,   (Mexico)
						    Aguakan,  S.A.  de c.v.,
						      (Mexi co)
				 Azurix Israel  Ltd., (Israel)
	  Azurix Chaoyang Holdings ltd.,    (Cayman Islands)
				  Azurix Chaoyang Investments Ltd.,   (Mauritius)
	  Azurix Chile Holdings Ltd.,    (cayman Islands)
		      Azurix Buenos Aires Investments Ltd.,    (Cayman Islands)
		      Azurix eServices, Inc.,   (Delaware)
	  Azurix Finance Corp.,   (Delaware)
		      Azurix Florida,   Inc., (Delaware)
		     Azurix (Germany) B.V.,   (The Netherlands)
				  Azurix Butzbach Holdings GmbH,   (Germany)
					   Lurgi Bamag GmbH,  (Germany)
						   Lurgi Bamag Do Brasil  Ltda.,
						    (Brazil)
						    Lurgi Invent Limited,
						    (England)
		      Azurix Ghana Ltd.,   (Cayman Islands)
		      Azurix Ghana Operations Ltd.,   (Cayman Islands)
		      Azurix Industrials Corp.,   (Delaware)
			       Azurix Industrial Operations Corp.,   (Texas)
		      Azurix International  Limited,  (England)
		      Azurix Islands Ltd.,   (Cayman Islands)
		      Azurix Jamaica Ltd.,   (Cayman Islands)
	  Azurix Kuwait Ltd.   , (Cayman Islands)
	  Azurix Ltd.,    (Cayman Islands)
	       Azurix Europe Ltd.,    (England)
			Azurix Madera Corp.,  (Delaware)
					 Page 127

Azurix Brasil RDM



				0001024401-01- 500010 [1]
		      Azurix Mexico City B.V.,   (The Netherlands)
			       Azurix Mexico CitY,   s. de R.L.   de C.V., (Mexico)
					  Agua Industrial de
					    Matamoros, S.A. de c.v.,   (Mexico)
		     Azurix isla Mujeres B.V.,   (The Netherlands)
			       Azurix Cancun s.   de R.L. de C.V.,   (Mexico)
					     Desarrollos Hidraulicos de
					      Cancun S.A. de C.v.,   (Mexico)
						    Aguakan,S.A. de C.V.,
						     (Mexi co)
		     Azurix Misiones S.R.L.,   (Argentina)
	  Azurix Mendoza Holding Inc.,   (Delaware)
	       Enron Capital & Trade Resources Argentina S.A.,      (Argentina)
	  Azurix Misiones Holdings Ltd.,    (Cayman Islands)
	       Azurix Misiones Ltd.,   (Cayman Islands)
			       Operadora de Misiones S.R.L.,    (Argentina)
			      Operadora de Misiones S.R.L.,    (Argentina)
		     Azurix North America Corp.,   (Delaware)
			      Azurix North America (USA),   Inc.,   (Delaware)
					  Azurix CDM Inc.,   (Washington)
					  Azurix North America underground
					  Infrastructure,  Inc.,   (Arizona)
					 Azurix North America Operations
					  and Maintenance,  Inc.,   (Texas)
					  Azurix North America Operations
					    and Maintenance, Inc.,   (Delaware)
					  Azurix North America underground
					    Infrastructure, Inc.,   (Louisiana)
						    Magnolia Construction
						     Company,  (Loui si ana)
					  Enviroganics of Texas,   Inc., (Texas)
					  Azurix North America Underground
					    Infrastructure, Inc. ,  (Del aware)
						    Azurix North America
						     underground Infrastructure,
						     Inc. , (Florida)
					  Philip Automated Management Controls,
					    Inc., (Georgia)
					  Philip Utilities Management (Indiana)
					    Corporation,  (Indiana)
					  Azurix North America Under9round
					    Infrastructure, Inc. ,  (Maine)
					  Philip Utilities Management
					    (Massachusetts) Corporation,
					    (Massachusetts)
					  Philip Utilities Management
					    (New Jersey) Corporation,
					    (New Jersey)
						    utility Management &
						     Engineering Inc.,
						     (New Jersey)
					  Philip utilities Management
					    (Texas) corporation,   (Texas)
						   Di ttman-Merka Enterprises,
						    Inc. , (Texas)
Southwest Utilities,  Inc., (Texas)
Walker Water Works,  Inc., (Texas)
					  Trimax Residuals Management (USA),
					    Inc., (Delaware)
			      Azurix North America (Canada) Corp.,     (Ontario)
				       Braemar Acres Limited,   (Ontario)
				       1242204 Ontario,   Inc.,   (Ontario)
				       Rockcliffe Research Management,
				       Page 128



				000102 4401-01- 500010 [1]
					  Inc., (Canada Federal)
						    Braemar Acres Limited,
						     (Ontario)
					Azurix North America Engineering
					  Corp., (Ontario)
						   Horseshoe Carbons
						    Incorporated,  (Ontario)
					  Terratec Environmental  Ltd.,
					   (Ontario)
						     Prism Resource Management
						      Limited,  (Ontario)
KON-MAG Ltd.,  (Ontario)
					  Trimax Residuals Management mc,
					   (Del aware)
					  Uniflo Drain Services Inc.,  (Ontario)
						     1291063 Ontario,  Inc.,
						      (Ontario)
					  Uniflo Utilities Management
					   Corporation, (Canada Federal)
					   Construction & Pavage (Nord)
						     American Ltee., (Quebec)
Canarehab,  Inc.,  (Canada Federal)
						     uniflo Corporation,
						      (Ontario)
						     uniflo Pipeliners East
						      Inc., (Ontario)
						     uniflo Sewer Services
						      Inc. , (Ontario)
	   Azurix Rio Holdings Ltd.,  (Cayman Islands)
			      Azurix Campos Grande Investments Ltd.,
			       (Cayman Islands)
			      Azurix Cuiaba Investments Ltd.,
			   (Cayman Islands)
			       Azurix Lagos Invetsments Ltd.,
			   (Cayman Isands)
				      Azurix South America Ltda.,   (Brazil)
		     SCE - Sociedade Carioca de Energia (Brazil)
			      Azurix Manaus Investments Ltd.,   (Cayman Islands)
		Azurix Rio Investments Ltd.,   (Cayman Islands)
		     SCE - Sociedade Carioca de Energia Ltda.,    (Brazil)
		     SPE - Sociedade Paulista de Energia Ltda.,    (Brazil)
			      Azurix South America Ltda.,   (Brazil)
		SCE - Sociedade Carioca de Energia Ltda.,   (Brazil)
		SPE - sociedade Paulista de Energia Ltda.,    (Brazil)
		     Azurix Spain B.V.,   (The Netherlands)
	   Azurix Suzhou Holdings Ltd.,   (Cayman Islands)
		   Azurix Suzhou Investments Ltd.,   (Mauritius)
	   Azurix Suzhou Water Holdings Ltd.,   (Cayman Islands)
		Enron Suzhou Water Ltd.,   Pending.
	   Azuriz Tangiers Ltd.,   (Cayman Islands)
		     Azurix Tetouan Ltd.,  (Cayman Islands)
		     Azurix Utah,  Inc.,  (Delaware)
	   Brunel  Insurance Company, (Guernsey)
	   Enron Capital & Trade Resources Argentina S.A.,    (Argentina)
		       PUMC Finance Ltd.,  (Cayman Islands)
	   Recycle UK Limited,  (England)
	   SC Technology AG,  (Switzerland)
	   SC Technology Deutschland GmbH,   (Germany)
	   UK Water International  Limited,  (England)
		     WaterDesk Corp.,   (Delaware)
			     WaterDesk Europe Ltd.,  (England)
	   Water Management International  Limited,  (England)
		     Water2Water Corp.,   (Delaware)
					Page 129



				000102 4401-01- 500010 [1]
	  Wessex Engineering Services Ltd,    (England)
	  Wessex international Water Services Ltd,     (England)
	  Wessex Managed Services Ltd,   (England)
	  Wessex Property Services Ltd,   (England)
	  Wessex Spring Water Limited,   (England)
	  Wessex Waste Management Ltd,   (England)
	  Wessex Water By,   (England)
	  Wessex Water Care Ltd.,    (England)
	  Wessex Water Commercial    Ltd, (England)
	  Wessex Water Employee Trust Ltd,    (England)
	  Wessex Water Engineering Services Ltd,    (England)
	  Wessex Water Plc,   (England)
	  Wessex Water Services Limited,    (England)
	  Wessex Water Trustee Company Ltd,    (England)
	  Westran Ltd.,   (England)
AZURIX MENDOZA HOLDING INC.,    (Delaware)
     Enron Capital & Trade Resources Argentina S.A.,      (Argentina)
BLACK BAY,  LLC, (Delaware)
EBS HOLDINGS,   LTD., (Cayman Islands)
EBS INVESTMENTS,  L.L.C.,  (Delaware)
EGRET I LLC,  (Delaware)
	    Whitewing Management LLC,   (Delaware)
		     Whitewing Associates L.L.C.,   (Delaware)
			      Blue Herron I LLC,  (Delaware)
				    HPL Asset Holdings L.P.,   (Delaware)
				   Merlin Acquisition L.P.,    (Delaware)
					 ECT Colombia Pipeline Holdings 2
					  Ltd,   (Cayman Islands)
				   Promigas S.A., E.S.P.,  Pending.
						 Gases del Caribe S.A.,   E.S.P.,
						  Pending.
						      Gases de la Guajira S.A.,
							 E.S.P., Pending.
						      Gas de Risaralda S.A.,
							 Pending.
					  Gasnacol  S.A.,  Pendin9.
						 Gases de la Guajira S.A.,
						  E.S.P.,  Pending.
						      Gases Del Occidente S.A.,
							 E.S.P., (Barranquilla)
				      Surtigas S.A.,  E.S.P.,  Pending.
				      Gasnacol   S.A., Pending.
				       Tolgas S.A.,   Pending.
			      European Power Holdings,    (England)
			      Pelican Bidder Cayman Limited,    (Cayman Islands)
				      European Power Holdings,   (England)
		     SE Acquisition,   L.P., (Delaware)
			     Merlin Acquisition L.P.,    (Delaware)
				 ECT Colombia Pipeline Holdings 2 Ltd.,
				   (Cayman Islands)
			   Promigas S.A., E.S.P.,  Pending.
			   Gases del Caribe S.A.,  E.S.P.,   Pending.
				Gases de la Guajira S.A.,    E.S.P., Pending.
				Gas de Risaralda S.A.,    Pending.
				Gasnacol S.A.,   Pending.
			   Gases de la Guajira S.A.,   E.S.P.,  Pending.
					      Gases Del occidente S.A.,
						 E.S.P.,  (Barranquilla)
			   Surtigas S.A., E.S.P.,  Pending.
				Gasnacol S.A.,   Pending.
				Tolgas S.A.,  Pending.
	  HPL Asset Holdings L.P.,    (Delaware)
		     Merlin Acquisition L.P.,    (Delaware)
					 Page 130



				000102 4401-01- 500010 [1]
			    ECT Colombia Pipeline Holdings 2 Ltd.,
			     (Cayman Islands)
		     Promigas S.A.,  E.S.P.,  Pending.
			  Gases del caribe S.A.,   E.S.P., Pending.
				Gases de la Guajira S.A.,  E.S.P.,  Pending.
				Gas de Risaralda S.A.,  Pending.
				Gasnacol S.A.,  Pending.
			  Gases de la Guajira S.A.,   E.S.P., Pending.
					       Gases Del occidente S.A.,
						E.S.P., (Barranquilla)
			  Surtigas S.A.,   E.S.P., Pending.
				Gasnacol S.A.,  Pending.
				Tolgas S.A.,  Pending.
		     SE Acquisition,  L.P.,  (Delaware)
			   Merlin Acquisition L.P.,   (Delaware)
				 ECT Colombia Pipeline Holdings 2 Ltd.,
				  (Cayman Islands)
			   Promigas S.A.,  E.S.P.,  Pending.
			  Gases del caribe S.A.,   E.S.P., Pending.
				Gases de la Guajira S.A.,  E.S.P.,  Pending.
				Gas de Risaralda S.A.,  Pending.
				Gasnacol  S.A., Pending.
			  Gases de la Guajira S.A.,   E.S.P., Pending.
					      Gases Del Occidente S.A.,
						E.S.P., (Barranquilla)
			  Surtigas S.A.,   E.S.P., Pending.
				Gasnacol S.A.,  Pending.
				Tolgas S.A.,  Pending.
			     SE Raven L.P.,   (Delaware)
			    SE Thunderbird,   L.P., (Delaware)
		     SE Raptor L.P.,  (Delaware)
		     SE Raven L.P.,  (Delaware)
		     SE Thunderbird,  L.P.,  (Delaware)
	  SE Acquisition,  L.P.,  (Delaware)
		     Merlin Acquisition L.P.,   (Delaware)
			      ECT Colombia Pipeline Holdings 2 Ltd.,
				(cayman Islands)
			Promigas S.A.,   E.S.P., Pending.
			  Gases del Caribe S.A.,   E.S.P., Pending.
				Gases de la Guajira S.A.,   E.S.P.,  Pending.
				Gas de Risaralda S.A.,  Pending.
				Gasnacol S.A.,  Pending.
			  Gases de la Guajira S.A.,   E.S.P., Pending.
					       Gases Del Occidente S.A.,
						E.S.P., (Barranquilla)
			  Surtigas S.A.,   E.S.P.~, Pending.
				Gasnacol S.A.,  Pending.
				Tolgas S.A.,  Pending.
		     SE Raven L.P.,  (Delaware)
		     SE Thunderbird,  L.P.,  (Delaware)
ENA CLO 1 HOLDING COMPANY GP L.L.C.,    (Delaware)
	    ENA CLO 1 Holding Company I LP.,    (Delaware)
	    ENA CLO 1 Holding Company II L.P.,    (Delaware)
ENA CLO 1 HOLDING COMPANY II L.P.,   (Delaware)
ENRON ACQUISITION II CORP.,  (Delaware)
ENRON ENERGY SERVICES PROCESS TECHNOLOGIES,    INC., (Delaware)
ENRON AGUAVEN HOLDINGS LTD.,  (Cayman Islands)
     Enron Aguaven Investments Ltd.,    (Cayman Islands)
     Enron Agua Venezuela Ltd.,   (Cayman Islands)
ENRON AMERICA DEL SUR S.A.,  (Argentina)
ENRON AMERICAS LIMITED,   (Cayman Islands)
ENRON ASIA PACIFIC/AFRICA/CHINA LLC,    (Delaware)
	 BR-VT Holdings Ltd.,   (Cayman Islands)
					Page 131



				0001024401-01- 500010 [1]
	 EDP Power I,   LLC, (Delaware)
	 EDP Power II,   LLC, (Delaware)
		       EDP Power I, LLC,  (Delaware)
	  Enron Algeria Ltd.,   (Cayman Islands)
	  Enron APACHI Seismic Inc.,    (Delaware)
	 Enron Benin Power Ltd.,    (Cayman Islands)
			 Electricite du Benin Holding Ltd.,   (cayman Islands)
				    Enron Benin Power Holdings Ltd.,
				      (cayman Islands)
					   Electricite Du Benin,
					     (Cayman Islands)
					   Gazoduc du Benin Holding Ltd.,
					     (Cayman Islands)
Gazoduc du Benin,   (cayman Islands)
	  Enron Biomass Ltd.,   (Cayman Islands)
	  Enron Border Holdings Ltd.,    (cayman Islands)
		      Enron Border Investments Ltd.,   (Cayman Islands)
		Enron SAM Border Ltd.,   (Cayman Islands)
	    Enron Changjiang utilities Holdings Ltd.,     (Cayman Islands)
	    Enron China Services LLC,    (Delaware)
	    Enron China Gas Transport Holdings Ltd.,     (Cayman Islands)
			Enron China Gas Transport Ltd.,   (Cayman Islands)
	    Enron China Power Holdings Ltd.,    (Cayman Islands)
	    Enron CI-GH Pipeline Ltd.,    (Cayman Islands)
	    Enron Cote d'Ivoire Pipelines Ltd.,    (Cayman Islands)
	    Enron Development (Philippines) Ltd.,     (Cayman Islands)
	    Enron Development Funding Ltd.,    (Cayman Islands)
	   Enron Development Management Ltd.,    (Cayman Isi ands)
		Enron Guam Piti Corporation,   (Guam)
	   Enron Hong Kong Investments Ltd.,    (Cayman Islands)
	   Enron Indonesia Pipeline Ltd.,    (Cayman Islands)
	   Enron Japan Holdings B.V.,    (The Netherlands)
		    Enron Japan Corp.,  (Japan)
	   Enron Japan Marketing Holdings B.V.,    (The Netherlands)
		    Enron Japan Marketing Corp.,  (Japan)
 ENRON DEVELOPMENT PITI HOLDINGS CORP.,    (Del aware)
	    Marianas Energy Company LLC,    (Delaware)
	    Enron Development Vietnam L.L.C.,    (Delaware)
	  Enron DRI Development Holdings Ltd.,    (Cayman Islands)
	    Enron Ghana Power Holdings Ltd.,    (cayman Islands)
	    Enron Hainan Ltd. ,   (Cayman Islands)
	    Enron Inchon Power Holdings Ltd.,    (Cayman Islands)
	    Enron Indonesia Gas Ltd.,    (Cayman Islands)
	    Enron International Asia Pacific Ltd.,     (Cayman Islands)
	    Enron International Australia Capital     Ltd., (Cayman Islands)
	    Enron International Australia Gas Ltd.,     (Cayman Islands)
	    Enron International Australia Ltd.,    (Cayman Islands)
	    Enron International    Bach Ho Ltd., (cayman Islands)
	    Enron International Chengdu Power Holdings Ltd.,
	      (Cayman Islands)
			 Enron International chengdu Power Ltd.,   (Mauritius)
				  Sichuan Jialing Electric Power Co.,  Ltd.,
				   (Chi na)
	      Enron International China Clean Energy Ltd.,
		(Cayman Islands)
	      Enron International China CP Ltd.,   (Cayman Islands)
		Enron International China Pipeline Ltd.,   (Cayman Islands)
      Enron International China Gas Ltd.,    (Cayman Islands)
      Enron China Ltd.,   (Cayman Islands)
	      Enron International Gansu Gas Ltd.,    (Cayman Islands)
      Enron International Hainan Pipeline Ltd.,    (Cayman Islands)
	    Enron International Holdings Ltd.,    (Cayman Islands)
		Enron International   Investments Ltd.,  (cayman Islands)
					 Page 132



			  0001024401-01- 500010 [1]
	   Enron International Development Ltd.,    (Cayman Islands)
      Enron International  Japan,  LLC, (Delaware)
      Enron International  Korea Holdings Corp.,   (Delaware)
	      Enron International   Korea Holdings Company Ltd.,
	       (Cayman Islands)
		     Enron International Korea LLC,   (Delaware)
			  SK-Enron Co.,   Ltd., (Korea)
				Iksan City Gas Co.,   Ltd.,  (Korea)
				Iksan Energy Co.,   Ltd., (Korea)
				Chongju City Gas Co.,   Ltd.,  (Korea)
				Choog Nam City Gas Co.,   Ltd.,  (Korea)
				Daehan City Gas Co.,   Ltd.,  (Korea)
					   Pusan City Gas Co.,  Ltd.,
					   (Korea)
				Daehan City Gas Engineering,    (Korea)
				Kangwon City Gas Co.,   Ltd.,  (Korea)
					     Iksan City Gas Co., Ltd.,
					      (Korea)
				Chonnam City Gas Co.,   Ltd.,  (Korea)
					   Iksan Ener9y Co.,   Ltd., (Korea)
					     Kangwon City Gas Co.,  Ltd.,
					      (Korea)
				Kuk-il  Energy,  (Korea)
				Kumi City Gas Co.,   Ltd.,  (Korea)
				Pohang City Gas Co.,   Ltd.,  (Korea)
				Pusan City Gas Co.,   Ltd.,  (Korea)
					   Daehan City Gas Co.,  Ltd.,
					     (Korea)
					   Pusan City Gas Development Co.,
					     (Korea)
				SK Gas Co.,   Ltd., (Korea)
Enron International Korea Investments Ltd.,    (Cayman Islands)
       Enron International  Korea Energy Ltd.,   (Cayman Islands)
       Enron International  Korea Operating Services Corp.,    (Delaware)
Enron International Korea Resources LLC,   (Delaware)
       Enron International  Korean Steel Company Ltd.,   (Cayman Islands)
       Enron International Mariana Holdin9s Ltd.,    (Cayman Islands)
		  Enron International Mariana L.L.C.,    (Cayman Islands)
			      Enron International Mariana Power
			       Inc.,   (Cayman Islands)
      Enron International Merchant Holdings Inc.,    (Delaware)
		   Enron Australia Energy Holdings Ltd.,
		     (Cayman Islands)
			    Enron Australia Energy Investments LLC,
			     (Del aware)
				       Enron Australia Energy Pty
					Limited,  (Australia)
		     Enron Australia Finance Holdings Ltd.,
		      (Cayman Islands)
			     Enron Australia Finance Investments
			      LLC,  (Delaware)
				       Enron Australia Finance Pty
				       Limited,  (Australia)
		      Enron Australia Holdings Ltd.,   (Cayman Islands)
				Enron Australia Investments LLC,
				  (Del aware)
				       Enron Australia Pty Limited,
					(Australia)
     Enron International Nigeria Gas Ltd.,    (Cayman Islands)
      Enron International Mongolia Investments Ltd.,    (Cayman Islands)
      Enron International Mongolia Ltd.,   (Cayman Islands)
      Enron International Morocco Ltd.,    (Cayman Islands)
      Enron International  Philippines Energy Ltd.,   (Cayman Islands)
				   Page 133



			   000102 4401-01- 500010 [1]
      Enron International   Philippines Holdings Ltd.,   (Delaware)
	 Enron International Philippines Investments Ltd.,     (Delaware)
      Enron International   Philippines Pipelines Ltd.,  (Cayman Islands)
      Enron International   Siam Power Ltd.,  (Cayman Islands)
      Enron International   sichuan Gas Investments Ltd.,
       (Cayman Islands)
      Enron International Taiwan Ltd.,    (Cayman Islands)
Enron International Thailand Ltd.,   (cayman Islands)
Enron International Thai-Gen Holdings Ltd.,    (Cayman Islands)
Enron International Thai-Lao Holdings Ltd.,    (Cayman Islands)
       Enron International Thailand NSM Ltd.,    (Cayman Islands)
		 Chonburi Co9en Limited,    (Thailand)
       Enron International Tianjin Power Ltd.,    (cayman Islands)
 Enron International Tuas Ltd.,   (Cayman Islands)
       Enron International   u9anda Ltd.,  (Cayman Islands)
       Enron International Xiamen PTA Ltd.,    (Cayman Islands)
       Enron International Zambia Holdings Ltd.,    (Cayman Islands)
		     Enron International Zambia Investments Ltd.,
		      (Cayman Islands)
       Enron Japan Stategic Investemnents Ltd.,    (Cayman Islands)
      Enron Korea Anyang/Buchon Power Ltd.,    (Cayman Islands)
     Enron Korea Gas Holdings Ltd.,   (Cayman Islands)
		 Enron Korea Gas Investments LLC,   (Delaware)
      Enron Korea Seosan Power Ltd.,   (Cayman Islands)
      Enron Malaysia power Holdings Ltd.,    (Cayman Islands)
      Enron Morocco Ltd.,   (Cayman Islands)
      Enron Nigeria Power Holding Ltd.,    (cayman Islands)
		 Enron Nigeria Barge Holding Ltd.,   (cayman Islands)
			   Enron Nigeria Barge Ltd.,  (Nigeria>
		 EnronNi9eria IPP Holding Ltd.,   (Cayman Islands)
		 Enron Nigeria Pipeline Holding Ltd.,    (cayman Islands)
      Enron Nippon Holdings LLC,    (Delaware)
		 EnCom Corp.,  (Delaware)
			EnCom wheeling Services Ltd.,   (Cayman Islands)
      Enron Papua New Guinea Ltd.,   (Cayman Islands)
       Enron Philippines Hydroelectric Holdings Ltd.,    (Cayman Islands)
		     Enron Phili p pines Hydroelectric Power Ltd.,
		      (Cayman Islands)
      Enron Siam Energy Holdings Ltd.,    (Cayman Islands)
      Enron Sichuan Holdings Ltd.,   (cayman Islands)
	     Enron Sichuan Investments Ltd.,   (Cayman Islands)
	     Enron Sichuan Ltd.,  (Cayman Islands)
   Enron Southern Africa Holdings,   (Cayman Islands)
	 Enron Southern Africa Investments,    (Cayman Islands)
	  Enron southern Africa Development Ltd.,    (Cayman Islands)
			 Mozambique Steel Holdings Ltd.,
			  (Cayman Islands)
   Enron Taiwan Power Holdings Ltd.,   (cayman Islands)
   Enron Thai Holdings Ltd.,   (Cayman Islands)
    Enron Thai Investments Ltd.,    (Cayman Islands)
    Enron Thailand Ltd.,   (Cayman Islands)
    Enron Soc Trang Power Holdings II Ltd.,    (Cayman Islands)
	      Enron Soc Trang Power Holdings I Ltd.,    (Cayman Islands)
			 Enron Soc Trang Power Holdings,   Ltd.,
			  (cayman Islands)
     Enron Victoria Power Ltd.,   (Cayman Islands)
     Enron Vietnam Power Ltd.,    (Cayman Islands)
	Enron Ba Ria Power Company Ltd.,    (Cayman Islands)
			Vung Tau Power Ltd.,  (Cayman Islands)
     Enron West Africa Power Ltd.,   (cayman Islands)
     EP InterOil,  Ltd.,  (Cayman Islands)
     InterOil Pty Limited,   (New Guinea)
      Hainan Funding Ltd.,   (Cayman Islands)
				    Page 134



		     Holdings,   0001024401-O1-500010[1]
	   Multiva             Ltd.,  (cayman Islands)
		Ilijan Power corporation,   (Philippines)
 ENRON AMERICAS,  INC.,  (Delaware)
		 The Protane Corporation,   (Delaware)
		     Citadel Corporation Limited,   (Cayman Islands)
			     Citadel venezolana,  S.A.,  (Venezuela)
			Interruptores EspeCializados Lara,   S.A.,
			 (Venezuel a)
				   Enron Caribbean Holdings Ltd.,
				     (cayman Islands)
					 Enron (Barbados)
International Business Corporation,    (Barbados)
		 Industrial Gases Limited,   (Jamaica)
		Manufacturera de Aparatos Domesticos,  S.A.,   (Venezuela)
		       Enron Americas Energy Services, Inc.,   (Puerto Rico)
	      ProCaribe Division of The Protane Corporation,      (Delaware)
		   Progasco,  Inc.,  (Puerto Rico)
		   V.  Holdings Industries, S.A.,  (Venezuela)
			     Fi nven Financial Insti tuti on Limited,
			      (Cayman Islands)
		Enron Domi ni cana Holding Limi ted Partnership,
		 (Cayman Islands)
				 smi th/Enron Cogenerati on Li mi ted Partnership,
				  (Turks & Caicos Isles)
			 VENGAS,  S.A., (Venezuela)
			    Duck Lake International A.V.V.,   (Aruba)
			    Industrias Ventana,  S.A., (Venezuela)
					 Industrias Electricas de Ventane
					   Ltd.,  (Cayman Islands)
					       Compania Anonima Luz y
						 Fuerza Electrica de
						 Puerto Cabello,  Pending
					 Industrias Electricas de Ventane I
					   Ltd.,  (Cayman Islands)
			    Servicios Consolidados Ventane,   S.A., (Venezuela)
			    Industrias Ventana,  S.A,  (Venezuela)
			    Transporte Mil  Ruedas, S.A.,  (Venezuela)
			    Industrias Ventana,  S.A., (Venezuela)
			    Industrias Ventana,  S.A., (Venezuela)
			    Industrias Ventana,  S.A., (Venezuela)
			    Industrias Ventana,  S.A., (Venezuela)
ENRON (BRAZIL) POWER HOLDINGS 19 LTD.,   (cayman Islands)
ENRON (BRAZIL) POWER INVESTMENTS 19 LTD.,    (Cayman Islands)
ENRON WARPSPEED SERVICES,   INC.,  (Delaware)
ENRON CAPITAL LLC,   (Turks & Caicos Isles)
ENRON CAPITAL RESOURCES,   L.P.,  (Delaware)
ENRON CARIBBEAN BASIN LLC,   (Delaware)
	   Electricidad Enron de Venezuela Holdings Ltd,     (Cayman Islands)
					Electricidad Enron de Venezuela Ltd,
					 (Cayman Islands)
					 Geneval  Ltd., (Cayman Islands)
	  Energia de Antioquia Holding Ltd.,     (Cayman Islands)
		  Energia de Antioquia Ltd.,   (Cayman Islands)
	  Enron caribbeab Basin Finance LLC,     (Cayman Islands)
	  Enron Caribbean Jamaica Barges Ltd.,    (Cayman Islands)
	  Enron Caribe Holdings Ltd.,    (Cayman Islands)
	  Enron Caribe I Ltd.,    (Cayman Islands)
	   Enron Caribe III Ltd.,    (Cayman Islands)
	   Enron de Nicaragua Ltd.,    (Cayman Islands)
	   Enron Internacional    Panama, S.A.,  (Panama)
			     Bahia Las Minas Corp.,  (Panama)
	  Enron Property Management Corp.,    (Del aware)
	  Enron Leasing Partners,    L.P., (Delaware)
					 Page 135



			0001024401-01- 500010 [1]
   Enron Caribe IV Holdings Ltd.,    (cayman Islands)
   Enron Caribe VII Holdings Ltd.,   (Cayman Islands)
				Enron Caribe VII Ltd.,   (Cayman Islands)
    Enron Caribbean Basin Energy Services Ltd.,    (Cayman Islands)
	   Enron Panama Energy Services Ltd.,    (Cayman Islands)
	   Enron Venezuela Energy Services Ltd.,    (Cayman Islands)
   Enron Caribbean Finance Ltd.,   (cayman Islands)
   Enron Colombia Energy Services Ltd.,    (Cayman Islands)
   Enron Columbia Holdings Ltd.,   (Cayman Islands)
	       ACCROSERV SRL,   (Barbados)
   Enron Colombia Inc.,  (Delaware)
	       Enron Colombia Inc.-Colombia Branch,   (Colombia)
   Enron Colombia Transportation B.V. Colombia Branch,     (Colombia)
   Enron Dominicana LNG Holdings Ltd.,    (Cayman Islands)
		  Enron Dominicana LNG Ltd.,    (Cayman Islands)
			    Enron Dominicana LNG Ltd.- Dominican
			    Republic Branch,   (Cayman Islands)
		  Enron Electrica de Venezuela Holdings Ltd.,
		    (Cayman Islands)
			       Enron Electrica de Venezuela I Ltd.,
				(Cayman Islands)
			       Enron Electrica de Venezuela Ltd.,
				(Cayman Islands)
			       Enron Gas Trade & Processing Ltd.,
				(Cayman Islands)
  Enron Egypt Power Ltd.,   (cayman Islands)
  Enron Energy Marketing Colombia Ltd.,    (Cayman Islands)
  Enron Gas de Venezuela Ltd.,   (Cayman Islands)
  Enron Gas de Venezuela I Ltd.,   (Cayman Islands)
  Enron Gas Trade & Processing Holdings Ltd.,    (Cayman Islands)
  Enron Guatemala Holdings Ltd.,   (Cayman Islands)
  Enron Industrial de Venezuela Ltd.,    (Cayman Islands)
	       ACCROVEN SRL,  (Barbados)
   Enron International Central America Holdings Ltd.,
    (Cayman Islands)
	     Enron International Central America Ltd.,
	       (Cayman Islands)
   Enron International Costa Rica Holdings Ltd.,
    (Cayman Islands)
	     Enron International CR Ltd.,    (Cayman Islands)
   Enron International CR Holdings Ltd,    (Cayman Islands)
   Enron International Guatemala Ltd.,    (Cayman Islands)
   Enron LNG Atlantic Ltd.,   (Cayman Islands)
	   Enron LNG Holdings Ltd.,    (Cayman Islands)
	       Enron LNG Investments Ltd.,   (Cayman Islands)
   Enron LNG Services Ltd.,   (Cayman Islands)
   Enron LNG Middle East Ltd.,   (Cayman Islands)
   Enron LNG Power (Atlantic) Ltd.,    (Cayman Islands)
   LNG Power I, LLC,  (Cayman Islands)
	LNG Power III,  LLC,  (Cayman Islands)
	     Buenergia Gas & Power Ltd.,    (Cayman Islands)
		  EcoElectrica Holdings,    Ltd., (Cayman Islands)
			EcoElectrica L.P.,   (Bermuda)
			EcoElectrica,   Ltd., (Cayman Islands)
					EcoElectrica L.P.,  (Bermuda)
     LNG Power VI Limited,   (Cayman Islands)
  Enron Qatar Holdings Ltd.,   (Cayman Islands)
	Enron Qatar Investments Ltd.,    (Cayman Isl ands)
	Enron Qatar Ltd.,   (Cayman Islands)
		Enron Qatar LNG Marketing Ltd.,    (Cayman Islands)
Enron Servicios De Electricidad Holdings Ltd.,    (Cayman Islands)
      Enron Servicios de Electricidad Colombia Ltd.,
       (Cayman Islands)
				 Page 136



				0001024401-01- 500010 [1]
	Enron Reserve 9 B.V.,   (The Netherlands)
		Enron Reserve I B.V,    (The Netherlands)
	 Enron Servicios Energeticos Holdings Ltd.,    (Cayman Islands)
		    Enron Servicios Energeticos Ltd.,  (Cayman Islands)
	  Enron Power II C.V.,   (The Netheri ands)
	  Enron termaflores Ltd.,    (cayman Islands)
	  Enron Venezuela de calibracion Holdings Ltd.,    (cayman Islands)
		  Enron Venezuela de Calibracion Holdings Ltd.,
		    (Cayman Islands)
	  Enron Venezuela Services Holdings Ltd.,     (cayman Islands)
			Enron Venezuela Services I Ltd.,   (Cayman Islands)
			Enron Venezuela Services II Ltd.,    (cayman Islands)
			 Enron Venezuela Services III Ltd.,
			  (Cayman Islands)
			 Enron Venezuela Services IV Ltd.,    (Cayman Islands)
			 Enron Venezuela Services Ltd.,   (cayman Islands)
	    Enron Venezuela Services,   Inc.,  (Delaware)
			 Enron Venezuela Services Investments Ltd.,
			  (Cayman Islands)
	   Enron VenSteel  Ltd,  (Cayman Islands)
	   Inversiones Electricas del Caribe Holdings Ltd.,
	    (Cayman Islands)
			Inversiones Electricas del Caribe Ltd.,
			 (cayman Islands)
	   TVC Communications Ltd.,    (Cayman Islands)
	   San Juan Gas Company, Inc.,   (Puerto Rico)
	    Transportadora de Gas oriental Holdings Ltd.,     (cayman Islands)
		    Transportadora de Gas Oriental    Ltd.,  (cayman Islands)
ENRON CAYMAN LEASING LTD.,  (Cayman Islands)
ENRON COLOMBIA POWER MARKETING HOLDING LTD.,    (Cayman Islands)
	 Enron Colombia Power Marketing Ltd.,    (Cayman Islands)
ENRON CPO FINANCE I, INC.,  (Delaware)
	      Enron CPO Partners I,    L.P., (Delaware)
			  Enron CPO Holdings Intermediate,    L.P., (Delaware)
				       Enron International CPO,  L.P.,
					(Del aware)
 ENRON CPO FINANCE II,  INC.,  (Texas)
	      Enron CPO Partners I,    L.P., (Delaware)
 ENRON CPO HOLDINGS, INC.,  (Delaware)
	      Enron International CPO,   L.P.,  (Delaware)
			   Enron International CPO,   Inc.,  (Delaware)
	      Enron International CPO,   B.V.,  (The Netherlands)
 ENRON CPO MANAGEMENT HOLDINGS I, INC.,    (Delaware)
	       Enron CPO Management,    L.P., (Delaware)
 ENRON CPO MANAGEMENT HOLDINGS II,    INC., (Delaware)
	       Enron CPO Management,    L.P., (Delaware)
 ENRON CPO PARTNERS II,  INC.,  (Delaware)
	      Enron CPO Holdings Intermediate,    L.P., (Delaware)
ENRON GLOBAL LNG LLC,   (Delaware)
	  Enron Asia Gas Transport Company,    (Cayman Islands)
	  Enron Bahamas LNG Ltd.,    (Cayman Islands)
	  Enron Egypt Power Ltd.,    (Cayman Islands)
	  Enron Intelligence Exchange,   (Cayman Islands)
	  Enron International   Fuel Management Company,  (Delaware)
	  Enron International Gas Sales Company,    (Delaware)
	  Enron LNG (BVI) Marketing Ltd.,    (British Virgin Islands)
	  Enron LNG Marketing LLC,    (Delaware)
	  Enron LNG Shipping Company,   (Cayman Islands)
	  Enron International Global    Funding Ltd., (Cayman Islands)
	  Greenfield Holding Company,   (Cayman Islands)
	  Greenfield Shipping Company Limited,    (Cayman Islands)
	    Guangdong LNG Holdings,    (Cayman Islands)
	   Redfield Holding Company Limited,    (Cayman Islands)
					Page 137



				0001024401-01- 500010 [1]
ENRON CAPITAL INVESTMENT S CORP.,    (Delaware)
	     Enron Diversified Investments Corp.,    (Delaware)
			Enron valkyrie,   LLC, (Delaware)
	     Enron Finance Partners,    LLC, (Delaware)
		       Enron Asset Holdings,   LLC,  (Delaware)
		       Enron oil & Gas India Ltd.,   (Cayman Islands)
				  Enron India GDR Holding Ltd.,   (Cayman Islands)
				  EOGI China Company,  (Cayman Islands)
					   Enron Oil & Gas china Ltd.,
					    (Cayman Islands)
 ENRON CAPITAL & TRADE RESOURCES SOUTH AMERICA S.A.,    (Argentina)
 ENRON CAPITAL TRUST I,  (Delaware)
     Enron Preferred Funding,   L.P.,  (Delaware)
 ENRON CAPITAL TRUST II,  (Delaware)
     Enron Preferred Funding II,   L.P.,  (Delaware)
 ENRON CAYMAN RESERVE 4 LTD.,   (Cayman Islands)
 ENRON CAYMAN RESERVE 12 LTD.,    (Cayman Islands)
 ENRON CESKA REPUBLIKA LTD.,   (The Netherlands)
 ENRON CLEAN ELECTRICITY LTD.,    (Cayman Islands)
 ENRON COAL COMPANY,  (Delaware)
 ENRON COAL PIPELINE COMPANY,   (Delaware)
ENRON COMMUNICATIONS GROUP,   INC.,  (Oregon)
	  Enron Broadband Services,    Inc., (Oregon)
		    EBS Trading,  Inc.,  (Delaware)
			   Enron Broadband Services,   L.P.,  (Delaware)
			   Enron Media Services,   L.P.,  (Delaware)
		    EBS Global Cable and Satellite,  Inc.,   (Delaware)/(Nevada)
		    ECI-Texas,  L.P.,  (Texas)
				EnRock,  L.P., (Texas)
		      ECI-Nevada Corp.,   (Nevada)
			       ECI-Texas,  L.P., (Texas)
		      Enron Advertising,   Inc., (Delaware)
			    Enron Media Services,    L.P., (Delaware)
		      Enron Bandwidth,   Inc., (Delaware)
		      Enron Broadband Investments Corp.,    (Delaware)
		      Enron Broadband Services Canada Inc.,    (Canada Federal)
		      Enron Broadband Services Netherlands B.V.,
		       (The Netherlands)
			    EBS Mexico,   L.L.C.,  (Delaware)
			    Enron Broadband Services Applications Y.K.,
			      (Japan)
			    Enron Broadband Services Asia B.V.,
			      (The Netherlands)
			    Enron Broadband Services de Mexico S.   de
			      R.L. de C.V.,  (Mexico)
			    Enron Broadband Services Denmark Aps,    (Denmark)
			    Enron Broadband Services Deutschland GmbH,
			      (Germany)
			    Enron Broadband Services Espana S.L.,    (Spain)
			    Enron Broadband Services France S.A.S.,    (France)
			    Enron Broadband Services Japan B.V.,    (Japan)
			    Enron Broadband Services Network Y.K.,     (Japan)
			    Enron Broadband Services Operating Company B.V.,
			      (The Netherlands)
			    Enron Broadband Services (Sweden) AB,    (Sweden)
			    Enron Broadband Services UK Holdings
			      Limited,  (Engl and)
				     Enron Broadband Services Marketing
				       Limited, (England)
		      Enron Broadband Services Netherlands 2 B.V.,
		       (The Netherlands)
			      Enron Broadband Services Italy S.R.L.,   (Italy)
		      Enron Broadband Services/Telefonos de Mexico
					 Page 138



			       0001024401-01- 500010[1]
		      Ventures, L.L.C,,   (Delaware)
		      Enron Broadband Services UK Limited,  (England)
		      Enron Telecommunications, Inc.,  (Delaware)
		     Mercury Technology Finance,   L.L.C.,  (Delaware)
	   EnRock Management,  LLC, (Texas)
			       EnRock, L.P.,  (Texas)
		     Enron Communications Asia I,  Ltd.,  (cayman Islands)
		     Enron Communications Facilities I,   Ltd., (Cayman Islands)
		     Enron CommunicationsIndia I,  Ltd.,  (Cayman Islands)
		    Enron Broadband Investments Corp.,   (Oregon)
			   S - Future, L.L.C.,  (Delaware)
			   S - Past,  L.L.C., (Delaware)
			   S - Present,  L.L.C., (Delaware)
		     Enron Communications Leasing Corp.,   (Nevada)
		    Enron Communications Services I,  Ltd., (Cayman Islands)
	     Enron Global Communications Ltd.,   (Cayman Islands)
			   EBS Hong Kong, Ltd.,  (cayman Islands)
			   Enron Broadband Services Hong Kong
			    Limited,  (Hong Kong)
			   Enron Communications do Brasil   Ltda., (Brazil)
			   Enron Communications Holdings Ltda.,   (Brazil)
		    Enron Globalcom Bolivia,  Ltd., (Cayman Islands)
			   Enron Globalcom (Brazil),  Ltd., (cayman Islands)
     FTV Communications L.L.C.,  (Delaware)
	    G-Future,  L.L.C., (Delaware)
	    G-Past,  L.L.C., (Delaware)
	    G-Present,  L.L.C., (Delaware)
	    Modulus Technologies,   Inc., (Texas)
ENRON CTS INTERNATIONAL,  INC., (Delaware)
	 Rio Geo LLC,  (Delaware)
 ENRON DEVELOPMENT TURKEY LTD.,  (Cayman Islands)
ENRON DOMINICAN REPUBLIC LTD.,  (Cayman Islands)
     smith/Enron Cogeneration Limited Partnership,   (Turks & Caicos Isles)
     Smith/Enron O&M Limited Partnership,   (Turks & Caicos Isles)
ENRON DOMINICAN REPUBLIC OPERATIONS LTD.,   (Cayman Islands)
     Smith/Enron Cogeneration Limited Partnership,
      (Turks & Caicos Isles)
     Smith/Enron O&M Limited Partnership,   (Turks & Caicos Isles)
 ENRON DUTCH HOLDINGS B.V.,  (The Netherlands)
	Enron Dutch Investment,  (England)
	Sarlux s.r.l.,  (Italy)
ENRON ECUADOR TRANSPORTATION HOLDINGS LTD.,   (Cayman Islands)
	 Enron Ecuador Transportation Ltd.,   (Cayman Islands)
ENRON EESACQUISITION I CORP.,  (Delaware)
     Jon Pierce Incorporated,  (Texas)
ENRON ENERGY SERVICES INTERNATIONAL CO.,   (Delaware)
	  Energia Eficiente de Mexico Holding,  S.  de R.L. de C.V.,  (Mexico)
		Energia Eficiente de Mexico Servicios,    S. de R.L. de C.V.,
		  (Mexi co)
	 Enron Energy Services Canada Co.   Ltd, (Canada)
	 Enron Energy Services Europe B.V.,   (The Netherlands)
		    EES Europe 2 B.V., (The Netherlands)
		    Enron Energy Services France S.A.S.,   (France)
		    Enron Energy Services,  Limited, (England)
			       Enron Energy Services Operations U.K.
				Limited,  (England)
			       Enron Energy Services Engineering U.K.
				Limited,  (England)
		     Enron Energy Services Portugal,  LDA,  (Portugal)
		     ERPAG Energiekosten-Revisions-und-
		      Prufungsaktiengesellschaft A.G.,   (switzerland)
	 Enron Energy Services International   Leasing,  Inc., (Delaware)
	  Enron Energy Services Mexico Holding Co.,   (Delaware)
				       Page 139



				 0001024401-01- 500010 [1]
		      Energia Eficiente de Mexico Holding,  S. de R.L. de C.v.,
		      (Mexi co)
	  Enron Energy Services South America Ltd.,    (Cayman Islands)
		      Enron Ener9y Services Puerto Rico Corporation,
			(Puerto Rico)
ENRON ENERGY SERVICES LL.C.,     (Delaware)
	    Big Island I,   L.L.C.,  (Delaware)
	    Big Island II,   L.L.C.,  (Delaware)
	    Big Island III,   L.L.C.,  (Delaware)
	    Bora Bora Z,   L.L.C., (Delaware)
	    Desert I LLC,   (Delaware)
     Enron Energy Services Operations,   Inc., (Delaware)
		      Blackbird 1 LLC,  (Delaware)
		      Blackbird 2 LLC,   (Delaware)
		      Clinton Energy Management Services,  Inc.,  (Ohio)
		      Danno II,   L.L.C., (Delaware)
		      Maui II,   L.L.C., (Delaware)
	  Enron Acquisition III Corp.,    (Delaware)
	  Enron Acquisition IV Corp.,    (Delaware)
	  Enron Energy Services,   Inc.,  (Delaware)
		      Enron Energy Services Capital Corp.,  (Delaware)
		      Enron Federal Solutions, Inc.,  (Delaware)
		      Owens Corning Energy LLC,  (Delaware)
	  Omnicomp,   Inc., (Pennsylvania)
     The Bentley Company,   (California)
     Bentley Energy Services,    Inc., (California)
	   EMW Eenrgy Services Corp.,    (Delaware)
	   Fiji Z,   L.L.C., (Delaware)
	  McGarret I,   L.L.C.,  (Delaware)
	   McGarret II,   L.L.C.,  (Delaware)
	   McGarret III,   L.L.C.,  (Delaware)
	   TNPC,  Inc.,  (Delaware)
		      TNPC Holdings,   Inc., (Delaware)
			       The New Power Company,  (Delaware)
 ENRON EPICYCLE THREE B.V.,   (The Netherlands)
 ENRON EPICYCLE SEVEN B.V.,   (The Netherlands)
	  Azurix Israel   Ltd.,  (Israel)
 ENRON EPICYCLE EIGHT B.V.,   (The Netherlands)
 ENRON EQUITY CORP.,  (Delaware)
	  ECT Colombia Pipeline Holdings 1 Ltd.,    (Cayman Islands)
		Gas Trade Servios Ltda.,   (Cayman Islands)
		      Enron Colombia Holdings de ECT Cayman Reserve 3
		      Ltd. & CIA,  S.en C.,  (Colombia)
		Gas Trade Servicios Investments 1 Ltda.,
		  (Cayman Islands)
		      Enron Colombia Holdings de ECT Cayman Reserve 3
		      Ltd. & CIA,  S.en C.,  (Colombia)
	  Enron Colombia Marketing Holdings Ltd.,    (Cayman Islands)
		      Gas Trade Servicios Investments 1 Ltda.,   (Cayman Islands)
		      Gas Trade Servicios Investments 2 Ltda.,   (Cayman Islands)
		      Gas Trade Servicios Investments 3 Ltda.,   (Cayman Islands)
		      Gas Trade Servicios Investments 4 Ltda.,   (Cayman Islands)
		      Gas Trade Servicios Investments 5 Ltda.,   (Cayman Islands)
		      Gas Trade Servicios Investments Ltda.,   (Cayman Islands)
	  Enron Dominican Republic Ltd.,    (Cayman Islands)
		Smith/Enron Cogeneration Limited Partnership,
		  (Turks & Caicos Isles)
		Smith/Enron O&M Limited Partnership,
		  (Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,    (Cayman Islands)
		Smith/Enron Cogeneration Limited Partnership,
		  (Turks & Caicos Isles)
		Smith/Enron O&M Limited Partnership,
					 Page 140



		      0001024401-01- 500010 [1]
      (Turks & Caicos Isles)
Enron Global  Power & Pipelines LLC,  (Delaware)
     Enron Dominicana Holding Limited,    (cayman islands)
		Enron Dominicana Limited Partnership,
		 (Ca y man Islands)
		Smith /Enron Cogeneration Limited
		 Partnership,  (Turks & Caicos Isles)
     Enron Dominican Republic Operations Ltd.,    (Cayman Islands)
		 Smith/Enron Cogeneration Limited Partnership,
		   (Turks & Caicos Isles)
	  Smith/Enron 0&M Limited Partnership,
	    (Turks & Caicos Isles)
     Enron Power Philippines Corp.,   (Philippines)
	  Batangas Power Corp.,    (Philippines)
	  Subic Power Corp.,   (Philippines)
     Miss Kitty,   L.L.C., (Delaware)
     Puerto Quetzal   Power Corp., (Delaware)
	  Electricidad del   pacifico, S.A., (Guatemala)
     Tombstone Assets,   L.L.C., (Delaware)
Enron Holding Company L.L.C.,    (Delaware)
     Enron Dominican Republic Ltd.,   (Cayman Islands)
	  smi th/Enron Cogenerati on Li mi ted Partnership,
	    (Turks & Caicos Isles)
	  Smith/Enron 0&M Limited Partnership,
	    (Turks & Caicos Isles)
     Enron Dominican Republic operations Ltd.,
      (Cayman Islands)
	  Smith/Enron Cogeneration Limited Partnership,
	    (Turks & Caicos Isles)
	  Smith/Enron o&M Limited Partnership,
	    (Turks & Caicos Isles)
     Enron Global  Power & Pipelines LLC,   (Delaware)
	  Enron Dominicana Holdin9 Limited,    (Cayman Islands)
		Enron Dominicana Limited Partnership,
		 (Cayman Islands)
		      Smi th/Enron Cogenerati on Li mi ted Partnership,
		       (Turks & Caicos Isles)
	  EGPP Services Inc.,    (Delaware)
	  Enron Commercial   Finance Ltd.,  (Cayman Islands)
		Enron Cayman Reserve 5 Ltd.  (Cayman Islands)
		      Enron Colombia Transportation Ltd.,
		       (Cayman Islands)
			   Enron Colombia Investments Limited
			    Partnership,  (Cayman Islands)
				 En ron Colombia operations Li mi ted
				 Partnership,  (Cayman Islands)
			   Enron Pipeline Colombia Limited
			    Partnership,  (Cayman Islands)
				 Enron Colombia Operations Limited
				 Partnership,  (Cayman Islands)
		Enron Pipeline Company - Colombia Ltd.,   (Texas)
	  Enron Dominican Republic Ltd.,    (Cayman Islands)
		   Smith/Enron Cogeneration Limited Partnership,
		     (Turks & Caicos Isles)
			 Smith/Enron O&M Limited Partnership,
			  (Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,
		(Cayman Islands)
	      Smith/Enron Cogeneration Limited Partnership,
	       (Turks & Caicos Isles)
		smith/Enron 0&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Pipeline Company - Argentina S.A.,     (Argentina)
			      Page 141



				0001024401-01- 500010 [1]
			   compania de Inversiones de Energia S.A.,
			    (Argenti na)
					  Enron de Inversiones de Energia S.A.,
					    (Argentina)
				Transportadora de Gas del Sur S.A.,
				 (Argenti na)
					      Energia de Argentina Ltd.,
						(cayman Islands)
					      Enron Argentina CIESA Holding
					       S.A.,  (Argentina)
							Enron Total de
							 Argentina Ltd.,
							 (cayman Islands)
		     Enron CIESA Holding L.L.C.   Ltd., (cayman Islands)
						       Enron Argentina CIESA
							Holding S.A.,
							(Argenti na)
			   EPCA CIESA Holding L.L.C.  Ltd., (Cayman Islands)
				EPCA CIESA Inversiones Limitada,   (Chile)
				     Compania de Inversiones de Energia S.A.,
				       (Ar9enti na)
		     Enron Power Philippines Corp.,   (Philippines)
			   Batangas Power Corp.,  (Philippines)
			   Subic Power Corp.,  (Philippines)
		     Miss Kitty,  L.L.C., (Delaware)
		     Puerto Quetzal  Power Corp.,  (Delaware)
			   Electricidad del Pacifico,  S.A., (Guatemala)
		     Tombstone Assets,   L.L.C., (Delaware)
	  Enron Light Hydrocarbons France,    (France)
	       Noreif Limited,   (Bermuda)
ENRON EUROPEAN POWER INVESTOR LLC,   (Delaware)
ENRON EUROPE  L.L.C.,   (Delaware)
	     Enron Dutch Investment,    (England)
	     Enron Dutch Investment No.   2,  (England)
      Enron Europe Limited,   (England)
	  Bretton Holdin9s (One) Limited,    (England)
	       SBI 3 Limited,   (England)
	  ECT Spain Limited,    (England)
	       ECT Espana Limited,   (England)
	  Enron Capital & Trade Resources Limited,    (England)
			      Enron Coal  Services Limited, (England)
					Enron Coal Asia Pacific Pty Limited,
					 (Australia)
					 Enron Coal Transportation Limited,
					  (England)
	       Enron Engineering Services,    (England)
	       Enron Europe Operations Limited,    (England)
			      Godwit 1 Limited,  (England)
			      Godwit 2 Limited,  (England)
			      Godwit 3 Limited,  (England)
			      Godwit 4 Limited,  (England)
			      Godwit 5 Limited,  (England)
			      Godwit 6 Limited,  (England)
			      Godwit 7 Limited,  (England)
			      Godwit 8 Limited,  (England)
			      Godwit 9 Limited,  (England)
			      Godwit 10 Limited,  (England)
			      Godwit 11 Limited,  (England)
			      Godwit 12 Limited,  (England)
			      Godwit 13 Limited,  (England)
			      Godwit 14 Limited,  (England)
			      Godwit 15 Limited,  (England)
			      Godwit 16 Limited,  (England)
					 Page 142



					0001024401-01- 500010 [1]
				      Godwit 17 Limited,  (England)
				      Godwit 18 Limited,  (England)
				      Godwit 19 Limited,  (England)
				      Godwit 20 Limited,  (England)
				      Godwit 21 Limited,  (England)
				      Godwit 22 Limited,  (England)
				      Godwit 23 Limited,  (England)
				      Godwit 24 Limited,  (England)
				      Godwit 25 Limited,  (England)
				      Godwit 26 Limited,  (England)
				      Godwit 27 Limited,  (England)
				      Godwit 28 Limited,  (England)
				      Godwit 29 Limited,  (England)
				      Godwit 30 Limited,  (England)
				      Godwit 31 Limited,  (England)
				      Godwit 32 Limited,  (England)
				      Godwit 33 Limited,  (England)
				      Godwit 34 Limited,  (England)
				      Godwit 35 Limited,  (England)
				      Godwit 36 Limited,  (England)
				      Godwit 37 Limited,  (England)
				      Godwit 38 Limited,  (England)
				      Godwit 39 Limited,  (England)
				      Godwit 40 Limited,  (England)
				      Godwit 41 Limited,  (England)
				      Godwit 42 Limited,  (England)
				      Godwit 43 Limited,  (England)
				      Godwit 44 Limited,  (England)
				      Godwit 45 Limited,  (England)
				      Godwit 46 Limited,  (England)
				      Godwit 47 Limited,  (England)
				      Godwit 48 Limited,  (England)
				      Godwit 49 Limited,  (England)
			Enron Gas & Petrochemicals Trading Limited,    (England)
		   Enron Europe Power 2 Limited,  (England)
			Enron Europe Power 1 Limited,   (England)
			     Teesside Power Holdin9s Limited,   (England)
				  Teesside Power Limited,   (England)
		   Enron Europe Power 3 Limited,  (England)
			Enron Europe Power 1 Limited,   (England)
			     Teesside Power Holdin9s Limited,   (England)
				  Teesside Power Limited,   (England)
		   Enron Europe Power 4 Limited,  (England)
			Enron Europe Power 3 Limited,   (England)
			     Enron Europe Power 1 Limited,   (England)
			     Teesside Power Holdin9s Limited,   (England)
				  Teesside Power Limited,   (England)
			       Enron Europe (Sites) Holdings Limited,    (England)
			      Enron Europe Trading Limited,   (England)
			      Enron KP1 Limited,  (England)
					   Enron KP 2 Limited,  (England)
			     Enron Investments Limited,   (England)
				       Enron Metals Group Limited,   (England)
					      Enron Metals & Commodity Limited,
					       (England)
						     Enron
						      (H K)

							    Metals & Commodity
							    Limited,  (Hong Kong)
							      Enron Metals & Commodity
							       (China) Limited,   (China)
					       Enron Metals Limited,   (England)
						       Enron Metals Brokers Limited,
							 (England)
						       Enron Metals Far East
						Page 143



			       000102 4401-01- 500010 [1]
						Limited,   (England)
						      Enron Metals (Deutschland)
							GmbH,
					       Henry Bath & Son Limited,
						(Engl and)
							Man and Machine
							  (North West) Limited,
							  (Engl and)
				      Metal 1 gesel 1 schaft (Guernsey)
				       Limited,  (Guernsey)
				      Enron Metals (Holdings) Limited,
				       (England)
				      Enron Metals (Malta) Limited,    (England)
				      MG Energy Limited,    (England)
				      MG Metal & Commodity Company
				       (SA) Proprietary Limited,    (England)
				       Enron Metals Luxembourg S.a.r.l.,
					(Engl and)
					       Enron Metals & Commodity
						(Canada) Inc.,  (New Brunswick)
						Enron Metals Belgium N.y.,,
						 (Belgium)
					       Enron Metals German Holding
						GmbH, (Germany)
							Enron Metall Recycling
							  GmbH & Co. KG, (Germany)
							Enron Metall Recycling
							  verwaltungs GmbH,
							  (Germany)
					       Enron Trade Holdings Inc.,
						(Del aware)
						     Enron Metals and
					     Commodity Corp.,   (Delaware)
Enron Metals (Australia) Pty Ltd,  (Australia)
							    MG Metal and
							     Commodity Company
							     Limited (Chile)
							     Ltda. , (Chile)
						Enron Trade Services
						 Holdings mc,   (Delaware)
							Henry Bath Inc.,
							  (Delaware)
							Enron Trading Services
							  Inc., (Delaware)
						     Enron Metals Inc.,
						      (Del aware)
	  Enron Power Operations Limited,   (England)
			     Energy commerce.com Limited,    (England)
			     Energy Desk.com Limited,   (England)
				       Energydesk.com Sverige AB,    (Sweden)
			     Energy software.com Limited,    (England)
	       Enron Power Operations Teesside,   (England)
	       Enron Eurasia Limited,  (England)
			     EuropeanEnergySoftware. com,   (England)
	  Enron 5B2,  (England)
			  Enron Shareblock Limited,  (England)
				Shareblock Limited,  (England)
			   ESB2 Investments Limited,  (England)
	  SBI 3 Limited,  (England)
		  Enron SB2,  (England)
	  Teesside Gas Processing Limited,   (England)
	  Teesside Gas Transportation Limited,   (England)
	  Teesside Operations (Holdings) 2 Limited,   (England)
				       Page 144



				0001024401-01- 500010 [1]
		Teesside Operations (Holdings) Limited,    (England)
		      Enron Teesside Operations Limited,   (England)
			   Teesside Power Limited,  (England)
	  Trenron Limited,   (England)
		Enron Power Operations Teesside,   (England)
		Enron Eurasia Limited,   (England)
	  wallerscote Power Operations Limited,    Pending.
		Teesside Gas Transportation Limited,   (England)
 ENRON EXPAT SERVICES INC.,   (Delaware)
	Enron Overseas Services Corp.,    (cayman Islands)
 ENRON FOUNDATION,   (Nebraska)
ENRON FUNDING CORP.,   (Delaware)
EGEP SERVICES INC.,   (Delaware)
	   DJ oil & Gas Limited Liability Company,    (Delaware)
	   EGEP China Inc.,   (Delaware)
	   EGEP Korea Ltd.,   (Cayman Islands)
		     Enron Oil & Gas Korea Ltd.,  (Cayman Islands)
	   EGEP Services Inc.,   (Delaware)
	   Enron Combay Exploration & Production Company,     (Cayman Islands)
	   EOGI-China,   inc., (Delaware)
		      Enron oil & Gas China International  Ltd.,
		       (Cayman Islands)
ENRON GLOBAL FUELS LTD.,   (Cayman Islands)
ENRON GLOBAL MARKETS LLC,    (Delaware)
ENRON GLOBAL POWER & PIPELINES LLC,   (Delaware)
     Enron Dominicana Holdin9 Limited,    (Cayman Islands)
	  Enron Dominicana Limited Partnership,    (Cayman Islands)
		Smith/Enron Cogeneration Limited Partnership,
		 (Turks & Caicos Isles)
 ENRON HRVATSKA DEVELOPMENT B.V.,    (The Netherlands)
     Jertovec Management & Finance B.V.,    (The Netherlands)
	  Elektrana Jertovec d.o.o.,    (Croatia)
ENRON HUNGARY POWER STATION DEVELOPMENT KFT.,    (Hungary)
ENRON INDIA LLC,   (Delaware)
     Atlantic India Holdings Ltd.,    (Cayman Islands)
	  Offshore Power Operations C.V.,    (The Netherlands)
	  Offshore Power Production C.V.,    (The Netherlands)
		DPC Holdings C.V.,   (The Netherlands)
		      Enron Mauritius Company,  (Mauritius)
			   Dabhol Power Company,  (India)
		Enron India Holdings Ltd.,   (Cayman Islands)
		      Enron Mauritius Company,  (Mauritius)
			   Dabhol Power Company,  (India)
		      DPC Holdings C.V.,  (The Netherlands)
			   Enron Mauritius company,  (Mauritius)
			   Dabhol Power Company,  (India)
		Enron Mauritius Company,   (Mauritius)
		      Dabhol Power Company,  (India)
	 EKTP Holding Company Ltd.,   (Cayman Islands)
	 Enron BPAC Ltd.,    (Cayman Islands)
	  Enron Ennore Holdings Ltd.,    (Cayman Islands)
	  Enron Fuels Services Holding Ltd.,    (Cayman Islands)
	    Enron Fuels Services India Ltd.,    (Mauritius)
	    Enron International   Pipegas MHC Ltd.,  (Mauritius)
	    Enron MHC LNG India Ltd.,    (Mauritius)
			     Maharashtra Energy Company Private Limited,
			      (Maharashtra)
		     Maharashtra Energy Company Private Limited,
		      (Maharashtra)
		     TDE Mauritius Ltd. , (Mauritius)
		   Metropolis Gas Company Private Limited,    (India)
	   Enron Gamma Operations Ltd.,    (Cayman Islands)
	   Enron India Power Ltd.,    (Cayman Islands)
					 Page 145



			   0001024401-01- 500010 [1]
		Enron MHC Tamil Nadu Company,    (Mauritius)
      Enron India Telecom Ltd.,    (Cayman Islands)
	       Telecom MHC Limited,   (Mauritius)
		       Broadband Solutions Private Limited,    (India),
			 (Maharashtra)
      Enron International  Bangladesh Ltd.,   (Cayman Islands)
      Enron International  Bangladesh Power Holding Co.   Ltd.,
       (cayman Islands)
      Enron International   Power Barge Ltd.,  (cayman Islands)
    Enron International CMI Ltd,   (Cayman Islands)
	      Enron MHC India Development Ltd.,     (Mauritius)
			 Enron India Private Ltd.,    (India)
    Enron International  Ennore Ltd.,   (Cayman Islands)
    Enron International Haripur Ltd.,    (Cayman Islands)
    Enron International  India Ltd.,  (Cayman Islands)
	      Energy Generation Guhagar Ltd.,    (Mauritius)
	      Enron Distribution Ventures MHC Ltd,    (Mauritius)
	      Enron India CPH Ltd.,   (Mauritius)
	      Enron India Re9ional Development Ltd.,     (Mauritius)
	      Enron International Coastal Development Ltd.,
	       (Mauri ti us)
	      Enron International    Eastern India Operations Ltd.,
	       (Mauri ti us)
	      Enron International MHC Kannur Ltd.,    (Mauritius)
	      Enron International Southern India operations Ltd.,
	      (Mauri ti us)
	      Enron MHC Gas Distribution Ltd.,     (Mauritius)
	      Enron Renovation and Modernization MHC Ltd.,
	       (Mauri ti us)
	      Enron subcontinental Ventures Ltd.,     (Mauritius)
	      Telecom MHC India Ltd,    (Mauritius)
			 Broadband Solutions Private Limited,
			   (Maharasht ra)
    Enron India CFH Ltd.,   (Mauritius)
		Enron India Re9ional Development Ltd.,    (Mauritius)
		Enron International coastal Development Ltd.,
		  (Mauri ti us)
		Enron International   Eastern India Operations Ltd.,
		  (Mauri ti us)
		Energy Generation Guhagar Ltd.,     (Mauritius)
		  Enron Subcontinental ventures Ltd.,    (Mauritius)
    Enron Cambay Exploration & Production Company,    (Cayman Islands)
    Enron International North Bengal Holding Co.    Ltd.,
     (Cayman Islands)
     Enron International   PAL India Ltd.,  (Cayman Islands)
      Enron Reserve II B.V.,   (The Netherlands)
       offshore Power Operations C.V.,    (The Netherlands)
      Enron south Asia LLC,   (Delaware)
      India Electric Maintenance Ltd.,    (Cayman Islands)
	       Enron International C.V.,    (The Netherlands)
Travamark Two B.V.  , (The Netherlands)
     offshore Power Production C.V.,    (The Netherlands)
	  Enron India Holdin9s Ltd.,    (Cayman Islands)
	       Enron (Mauritius) Company,    (Mauritius)
		     Dabhol  Power Company,  (India)
	       DPC Holdings C.V.,    (The Netherlands)
	  Enron Mauritius Company, (Mauritius)
	       Dabhol  Power Company,   (India)
      Enron Power II C.V.,   (The Netherlands)
      Enron Power Colombia C.V.,   (The Netherlands)
       El Thailand NSM Investments Ltd.,    (cayman Islands)
El Venezuela Holdings Ltd.,   (Cayman Islands)
     El Venezuela Development Ltd.,   (Cayman Islands)
				   Page 146



			   0001024401-01- 500010 jil]
	  Hanover/Enron Venezuela Ltd.,    (Cayman Islands)
     El venezuela Investments Ltd.,    (Cayman Islands)
	  El venezuela Development Ltd.,     (cayman Islands)
		Hanover/Enron venezuela Ltd.,   (Cayman Islands)
       Enron Accro B.V.,   (The Netherlands)
Enron Agua Colombia Holdings Ltd.,    (Cayman Islands)
     Enron Agua Colombia Investments Ltd.,    (Cayman Islands)
     Enron Agua Colombia Ltd.,    (cayman Islands)
       Enron Agua Panama Holdings Ltd.,    (Cayman Islands)
		Enron Agua Panama Investments Ltd.,   (Cayman Islands)
Enron Agua Philippines Holdings Ltd.,    (Cayman Islands)
     Enron Argentina Development Ltd.,    (Cayman Islands)
CORDEX Americas 1997,   L.L.C.,  (Delaware)
     Enron (Brazil) Gas Supply Ltd.,   (Cayman Islands)
     Enron (Brazil) Pipeline Ltd. ,   (Cayman Islands)
EGE - Empresa de Geracao de Energia Ltd.,    Pending.
	   Enron (Brazil) Power Investments I Ltd.,
EGE - Empresa de Geracao de Energia Ltd.,    Pending.
     Enron Caribe Holdin9s Ltd.,    (Cayman Islands)
		Enron Caribe Ltd.,   (Cayman Islands)
				  Dominican Holdings, Ltd.,
				   (Cayman Islands)
     Enron Caribe IV Holdings Ltd.,    (Cayman Islands)
		Enron Caribe IV Ltd.,  (Cayman Islands)
     Enron Caribe VI Holdings Ltd.,    (Cayman Islands)
		Enron Caribe VI Ltd.,  (Cayman Islands)
	  Empresa Energetica Corinto Ltd.,    (Cayman Islands)
Enron Colombia Energy B.V.,   (The Netherlands)
     Enron Power Colombia C.V.,    (The Netherlands)
Enron Colombia Holdings Ltd.,    (Cayman Islands)
Enron Colombia,  Inc.,  (Delaware)
Enron Colombia Transportation B.V.~,   (The Netherlands)
Enron Development Spain Ltd.,    (Cayman Islands)
Enron Egypt Power I Ltd.,   (Cayman Islands)
Enron Egypt Power II Ltd.,   (Cayman Islands)
Enron El ectrica de Venezuela Ltd.,   (Cayman Islands)
      Enron Energy Marketin   Colombia Ltd.,   (Cayman Islands)
Enron EPI, Inc.,   (Cayman Is~ands)
      Enron EPI Inc.,   (Cayman Islands)
      Enron Equity Cor p.,  (Delaware)
     ECT Colombia Pipeline Holdings 1 Ltd.,    (Cayman Islands)
	  Enron Colombia Marketing Holdings Ltd.,     (Cayman Islands)
		Gas Trade Servicios Investments 1 Ltda.,
		      (Cayman Islands)
		Gas Trade Servicios Investments 2 Ltda.,
		      (Cayman Islands)
		Gas Trade Servicios Investments 3 Ltda.,
		      (Cayman Islands)
		Gas Trade Servicios Investments 4 Ltda.,
		      (Cayman Islands)
		Gas Trade Servicios Investments 5 Ltda.
		      (Cayman Islands)
		Gas Trade Servicios Ltda.,   (Cayman Islands)
	  Enron Global   Power & Pipelines L.L.C.,  (Delaware)
	  Enron Dominicana Holding Limited,    (Cayman Islands)
		Enron Domi ni cana Holding Limi ted Partnership,
		      (Ca y man Islands)
	  Enron Power Philippines Corp.,     (Philippines)
		Batangas Power Corp.,  (Philippines)
		Subic Power Corp.,   (Philippines)
	  Miss Kitty,   L.L.C.,  (Delaware)
	  Puerto Quetzal   Power Corp.,  (Delaware)
		Electricidad del   Pacifico, S.A., (Guatemala)
				    Page 147

						      (Cayman Islands)



			   0001024401-01- 500010(1]
	   Tombstone Assets,  L.L.C., (Delaware)
	   Enron Gas de Venezuela I Ltd.,   (cayman Islands)
      Enron Holding Company,  L.L.C., (Delaware)
	   Enron Global  Power & Pipelines L.L.C.,   (Delaware)
		Enron Dominican Republic Ltd.,   (Cayman Islands)
				Smith/Enron Cogeneration Limited
				 Partnership,  (Turks & caicos isles)
		      Smith/Enron 0&M Limited Partnership,
			(Turks & caicos Isles)
		Enron Dominican Republic operations Ltd.,
			(Cayman Islands)
				Smi th/Enron Cogenerati on
				 Limited Partnership
				  (Turks & Caicos Isles)
		      Smith/Enron O&M Limited Partnership,
		       (Turks & Caicos Isles)
		Enron Power Philippines Corp.,   (Philippines)
		      Batangas Power Corp.,  (Philippines)
		      subic Power Corp.,  (Philippines)
		Miss Kitty,   L.L.C., (Delaware)
		Puerto Quetzal  Power Corp.,  (Delaware)
		      Electricidad del Pacifico, S.A.,   (Guatemala)
		Tombstone Assets,   L.L.C., (Delaware)
Enron Europe operations (Advisor) Limited,    (England)
Enron Europe operations (supervisor) Limited,    (England)
Enron Ghana Holdings Ltd.,    (Cayman Islands)
      Enron Ghana Investments Ltd.,  (Cayman Islands)
      Enron Ghana Ltd.,  (Cayman Islands)
		Enron (India) Power Ltd.,   (Cayman Islands)
			 Enron MHC Tamil Nadu Company,   (Mauritius)
	 Enron Global  Pakistan Ltd., (Cayman Islands)
		 Enron Global Mauritius Company,   L.L.C.,  (Mauritius)
Enron Guatemala Holdings Ltd.,    (Cayman Islands)
      PQP Limited,  (Cayman Islands)
				     Enron Guatemala Renewables Ltd.,
				     (Cayman Islands)
				     Puerto Quetzal Power LLC,
				     (Del aware)
					    Pacific Energy Financing Ltd.,
					     (Cayman Islands)
Enron Industrial de Venezuela Ltd.,   (Cayman Islands)
		       ACCROVEN SRL,  (Barbados)
	 Enron International  (Brazil) 1997 Ltd.,  (Cayman Islands)
      Borgogna Participacoes e Empreendimentos Ltda.,    (Brazil)
	   Riogas S.A.,  (Brazil)
      E menthal Participacoes e Empreendimentos Ltda.,    (Brazil)
	   Rio9as S.A.,  (Brazil)
      GEC Participacoes Ltda.,   (Brazil)
      Companhia Estadual de Gas do Rio de Janeiro,    (Brazil)
Global  Petroleum & Gas Industry Limited,   (Jersey)
      Gas Participacoes S.A.,   (Brazil)
	   Dutopar Participacoes Ltda,   (Brazil)
	   Gas de Alagoas S.A.,   (Brazil)
	 Enron International  (Brazil) Gas Holdings Ltd.,   (Cayman Islands)
      GEC Participacoes Ltda.,   (Brazil)
      Companhia Estadual de Gas do Rio de Janeiro,    (Brazil)
Enron International   (Brazil) Investments Ltd. ,  (Cayman Islands)
Global  Petroleum & Gas Industry Limited,   (Jersey)
      Gas Partici pacoes S.A.,  (Brazil)
	   Companhia de Gas de Bahia S.A.,   (Brazil)
	   Companhia de Gas de Santa Catarina S.A.,   (Brazil)
	   Companhia Paraibana de Gas S.A.,   (Brazil)
	   Companhia Paranaense de Gas SA.,    (Brazil)
				    Page 148



				0001024401-01- 500010 [1]
		Companhia Pernambucana de Gas S.A.,   (Brazil)
		Empresa sergipana de Gas S.A.,   (Brazil)
     Global  Petrol eum & Gas Industry II Limited,  (Cayman Islands)
     Enron International   (Brazil) Power Holdings V Ltd.,  Pending.
	   Terraco Participacoes Ltda.,   (Brazil
		Elektro - Electricidada e Servios S.A.,    (Brazil)
					 Terraco Investments Ltd.,
					   (Cayman Islands)
     Enron International   (Brazil) Power Investments V Ltd., Pending.
	   Terraco Participacoes Ltda.,   (Brazil)
		Elektro - Electricidada e Servios S/A,    (Brazil)
       Enron International   B.V., (The Netherlands)
	       Enron International Capital Management Ltd.,   (cayman Islands)
	   China Pipeline Holdings Ltd.,   (Cayman Islands)
Enron MHC India Development Ltd.,   (Mauritius)
		Enron India Private Ltd.,   (India)
	      Enron International C.V.,   (The Netherlands)
     Enron International Central America Holdings Ltd.,     (Cayman Islands)
	   Enron International Central America ltd.,    (Cayman Islands)
	      Enron International  Energy (Asia) Pte. Ltd.,   (singapore)
	      Enron International Gujarat Ltd.,   (Cayman Islands)
		      Enron MHC Gujarat Company,  (Mauritius)
     Enron International Holdings Corp.,    (Del aware)
	   Electricidad Enron de Guatemala, sociedad Anonima,    (Guatemala)
	   Enron Global,  Inc., (Delaware)
		Enron Holding Company,   L.L.C., (Delaware)
		      Enron Global Power & Pipelines L.L.C.,  (Delaware)
			   Enron Power Philippines Corp.,   (Philippines)
				Batangas Power Corp.,   (Philippines)
				Subic Power Corp.,  (Philippines)
			   Miss Kitty, L.L.C.,  (Delaware)
			   Puerto Quetzal  Power Corp., (Delaware)
				Electricidad del Pacifico,  S.A.  (Guatemala)
				       Puerto Quetzal Power LLC,   (Delaware)
			   Tombstone Assets,  L.L.C., (Delaware)
	   Enron Global  Power & Pipelines L.L.C.,  (Delaware)
		Enron Power Philippines Corp.,   (Philippines)
		      Batangas Power Corp.,  (Philippines)
		      Subic Power Corp.,  (Philippines)
		Miss Kitty,  L.L.C.,  (Delaware)
		Puerto Quetzal  Power Corp.,  (Delaware)
		      Electricidad del pacifico, S.A.,  (Guatemala)
		Tombstone Assets,  L.L.C.,  (Delaware)
	   Enron Holding Company,  L.L.C.,  (Delaware)
		Enron Global  Power & Pipelines L.L.C.,   (Delaware)
		      Enron Power Philippines Corp.,  (Philippines)
			   Batangas Power Corp.,  (Philippines)
			   subic Power Corp.,  (Philippines)
		      Miss kitty,  L.L.C., (Delaware)
		      Puerto Quetzal  Power Corp., (Delaware)
			   Electricidad del  Pacifico, 5.A.,  (Guatemala)
		Tombstone Assets,  L.L.C.,  (Delaware)
     Enron International Haripur Ltd. ,   (Cayman Islands)
		Enron Holding Company,   L.L.C., (Delaware)
		      Enron Global Power & Pipelines L.L.C.,  (Delaware)
			   Enron Power Philippines Corp.,   (Philippines)
				Subic Power Corp.,  (Philippines)
			   Miss Kitty, L.L.C.,  (Delaware)
			   Puerto Quetzal  Power Corp., (Delaware)
				Electricidad del Pacifico,  S.A.,
				  (Guatemal a)
			   Tombstone Assets,  L.L.C., (Delaware)
     Enron International   India Ltd., (Cayman Islands)
					 Page 149



			  000102 4401-01- 500010 [1]
     Enron Distribution Ventures MHC Ltd.,    (Mauritius)
     Enron International MHC Kannur Ltd. ,   (Mauritius)
Enron Renovation and Modernization MHC Ltd.,    (Mauritius)
      Enron International  Kelatin Development,   (Cayman Isl ands)
Enron International  Korea Resources LLC,   (Delaware)
      Enron Cambay Exploration & Production Company,     (Cayman Islands)
Enron International Morrocco Ltd.,    (Cayman Islands)
      Enron International  (Philippines) Ltd.,   (Cayman Islands)
Enron International  Sichuan Hydroelectric Ltd.,   (Cayman Islands)
     Enron Vietnam Power II Ltd.,   (Cayman Islands)
      Enron International  Philippines Pipelines Ltd.,    (Cayman Islands)
Enron LNG Atlantic Holdings Ltd.,   (Cayman Islands)
     Enron LNG Atlantic Investments Ltd.,    (Cayman Islands)
			 Enron Venezuela LNG (Antilles) Holdings,
			  N.V.,   (Netherlands Antilles)
				   Enron Venezuela LNG (Netherlands)
				    Holdings, B.V., (Netherlands
				    Antilles)
					  Enron LNG Atlantic I,  SRL,
					    (Venezuel a)
					  Enron LNG Atlantic II,  SRL,
					    (Venezuel a)
     LNG Power III,  LLC, (Cayman Islands)
	  Buenergia Gas & Power Ltd.,    (cayman Islands)
	       EcoElectrica Holdings,    Ltd., (Cayman Islands)
		     EcoElectrica L.P.,   (Bermuda)
		     EcoElectrica,  Ltd.,  (Cayman Islands)
			  EcoElectrica L.P.,   (Bermuda)
     LNG Power IV Ltd.,  (cayman Islands)
	  LNG Power II,  LLC,  (Cayman Islands)
	       LNG Power I,  LLC,   (Cayman Islands)
	       LNG Power III,   LLC,  (Cayman Islands)
		     Buenergia Gas & Power Ltd.,   (cayman Islands)
		     EcoElectrica Holdings,   Ltd., (Cayman Islands)
		     EcoElectrica L.P.,   (Bermuda)
		     EcoElectrica,  Ltd.,  (Cayman Islands)
			   EcoElectrica L.P.,   (Bermuda)
       Enron Mariana Holdings Corp.,   (Delaware)
		  Enron Mariana Power L.L.C.,   (Delaware)
       Enron Mauritius Pakistan Company,    L.L.C., (Mauritius)
Enron Mendoza Water Investments Ltd.,    (Cayman Islands)
      Enron Oman Gas Ltd.,  (Cayman Islands)
	      Enron Oman Commodity Ltd.,    (Cayman Islands)
			  Enron Oman Gas II Ltd.,   (Cayman Islands)
				      Enron Oman Services Ltd.,
				       (Cayman Islands)
       Enron Palestine Inc.,   (Cayman Islands)
	       Enron Gaza Power Private Limited Company,     (Palestine)
			   Enron Gaza International   Ltd.,
			    (Cayman Islands)
				      Gaza Power Generating Private
				      Limited company,   (Palestine)
				      Palestine Power Private
				       Limited Company,   (Palestine)
	       PEC International Inc.,    (cayman Islands)
Enron Polska B.V.,   (The Netherlands)
Enron Power Services B.V.,  (The Netherlands)
Enron Reserve 4 B.V.,  (The Netherlands)
     Enpak Power (Private) Corn an  , (Pakistan)
Enron Reserve 6 B.V.,  (The Netherl ands)
Enron Reserve I B.V,  (The Netherlands)
     Smith/Enron Cogeneracion Internacional,   S.A.,  (Dominican Republic)
 Smith/Enron Cogeneration Limited Partnership,
				    Page 150



			       0001024401-01- 500010 [1]
       (Turks & caicos Isles)
	  Smith/Enron O&M Limited Partnership,     (Turks & Caicos Isles)
	  Visum soft LLC,  (Delaware)
ENRON INDUSTRIAL MARKETS LLC,  (Delaware)
ENRON INVESTMENT PARTNERS CO.,   (Delaware)
	     HEOF Management Corp.,   (Delaware)
ENRON MIDDLE EAST LLC,  (Delaware)
	    Enron Bahrain Gas Operations LLC,     (Delaware)
	    Enron Jebel Ali   Power Ltd.,   (Cayman Islands)
	    Enron Jubail  Power Ltd.,   (Cayman Islands)
	    Enron Middle East Ltd.,   (Cayman Islands)
	    Enron Oman Cooling Ltd.,    (Cayman Islands)
	    Enron Oman Gas Pipeline Operations Ltd.,     (Cayman Islands)
	    Enron Saudi  Energy Ltd.,   (Cayman Islands)
	    Enron Saudi Holdings Ltd.,     (cayman Islands)
	    Enron Shuweihat Power company,    (cayman Islands)
	    New Horizons Holdings Ltd.,     (Cayman Islands)
 ENRON NORTH AMERICA CORP.,   (Delaware)
	    Antelope valley Energy Facility,    L.L.C.,, (Delaware)
	    Blue Ox Power Marketing,  L.L.C.,     (Delaware)
	    Bob West Teasurer L.L.C.,     (Delaware)
	    Bridgeline,  LLC, (Delaware)
		Bridgeline Holdings,  L.P.,   (Delaware)
			Bridgeline Gas Distribution LLC,    Louisiana
			Bridgeline Gas Marketing LLC,    (Delaware)
			Bridgeline Storage Company,    L.L.C.,  (Delaware)
				 Napoleonville Storage Company Limited
				   Partnership,   (Texas)
     Brownsville Power I,  L.L.C.  , (Delaware)
     Caledonia Power I,  L.L.C.,  (Delaware)
     Calvert City Power I,  L.L.C.,  (Delaware)
	    Central valley Energy Facility,     L.L.C.,  (Delaware)
	    Costilla Energy, Inc.,   (Delaware)
     Cusiana-Cupiagua Oil  Securitization 1996 Ltd.,     (Cayman Islands)
	    Deerfield Beach Energy Center,    L.L.C.,  (Delaware)
	    Delta Land Development Company,     LLC, (Delaware)
		  Calcasieu Development Company,     L.L.C.,  (Delaware)
		  Jefferson Davis Development Company,     L.L.C.,
		    (Del aware)
		  St. Charles Development Company,     L.L.C.,  (Delaware)
     Des Plaines Green Land Development L.L.C.,     (Delaware)
     Doyle I, L.L.C.,  (Delaware)
	    East Fork Land Development Corn p any,  L.L.C., (Delaware)
     ECT Cayman Reserve 5 Ltd.,   (Cayman Isl ands)
	  Enron Distribuidora de Petroleo e Derivados Ltda.,      (Brazil)
     ECT Cayman Reserve 6 Ltd,   (Cayman Islands)
	    ECT Cayman Reserve 9 Ltd.,     (Cayman Islands)
     ECT Coal Company No.  1, L.L.C.,   (Delaware)
     ECT Coal Company No.  2, L.L.C.,   (Delaware)
     ECT Eocene Enterprises,  Inc.,  (Delaware)
     ECT Eocene Enterprises II,  Inc.,    (Delaware)
     ECT Eocene Enterprises III,   Inc. ,  (Delaware)
     ECT Europe Finance,  Inc.,  (Delaware)
	    ECT Funding L.L.C.,   (Delaware)
     ECT Development and Funding,   (England)
	  European Commercial  Finance S.a.r.l.,    (Luxembourg)
	    ECT International  L.L.C.,    (Delaware)
     ECT Development and Funding,   (England)
	  European Commercial  Finance S.a.r.l.,    (Luxembourg)
     ECT Investing Corp.,  (Delaware)
		      ECT Investing Partners,     L.P., (Delaware)
     ECT Investments Holding Corp.,   (Delaware)
     ECT Investments Inc.,  (Delaware)
					  Page 151



			   000102 4401-01- 500010 [1]
ECT Merchant Investments Corp.,    (Delaware)
		Black Bay, L.L.C.,   (Delaware)
		Bonne Terre Exploration Company, L.L.C.,    (Delaware)
		  East Sour Lake, LLC,  (Delaware)
			 East Sour Lake Exploration & Production L.P.,
ECT Overseas Holding Corp.,   (Delaware)
     Enron Capital & Trade Resources Korea Corp.,     (Delaware)
ECT-PR-B, L.L.C.,   (Delaware)
ECT-PR-C, L.L.C.,   (Delaware)
ECT-PR-Z, L.L.C.,   (Delaware)
     Crestone Powder River, L.L.C.,   (Delaware)
	   Fort Union Gas Gathering LLC,  (Delaware)
ECT Securities Corp.,    (Delaware)
ECT Securities GP Corp.,   (Delaware)
     ECT Securities Limited Partnership,   (Delaware)
ECT Securities LP Corp.,   (Delaware)
     ECT Securities Li mi ted Partnership, (Del aware)
ECT strategic value Corp.,   (Delaware)
	 ECT Thailand Investments,   Inc., (Delaware)
ECT-WR-B,  L.L.C.,  (Delaware)
ECT-WR-C,  L.L.C.,  (Delaware)
ECT-WR-z,  L.L.C.,  (Delaware)
     Crestone wind River,   L.L.C.,  (Delaware)
	   Lost Creek Gathering Company,  L.L.C.,  (Delaware)
	 Coventry Land Development Company,  L.L.C.,  (Delaware)
		    EGC 2000 Holding Company,  L.P, (Delaware)
			     Energy Financing Company,   L.L.C.,
			       (Del aware)
		    North Haven Energy Park,   L.L.C.,  (Delaware)
		     Sprague Energy Park, L.L.C.,  (Delaware)
EGS Hydrocarbons Corp.,   (Texas)
EGS New Ventures Corp.,   (Delaware)
     LGMI,  Inc.,  (Del aware)
			  Louisiana Gas Pipeline Company L.  P.,
			   (Oklahoma)
     LRCI,  Inc.,  (Delaware)
	   Louisiana Resources Pipeline Company L.P.,    (Oklahoma)
     Louisiana Gas Marketing company,    (Delaware)
	   Louisiana Gas Pipeline Company L.P.,    (Oklahoma)
     Louisiana Resources Company,    (Delaware)
	   Louisiana Resources Pipeline Company L.P.,    (Oklahoma)
	 ENACT I,  L.L.C., (Delaware)
	 ENACT II,  L.L.C., (Delaware)
	 ENASCO L.L.C.,  (Delaware)
Enron Administrative Services Corp.,    (Delaware)
EES Europe 2 B.V.,   (The Netherlands)
Enron Capital Corp.   (formerly JILP-G.P., Inc.),  (Delaware)
     Enron Capital Management Limited Partnership,    (Delaware)
				  Enron Capital Management L.L.C.,
				   (Del aware)
	   Joint Ener9y Development Investments Limited
	    Partnership,  (Del aware)
	  Ameritex Venture II,   Ltd., (Texas)
	  Cerrito Gathering Company,  Ltd., N/A
      CGAS,  Inc.,  (Ohio)
	   CGAS Exploration, Inc.,   (Ohio)
	      Eagle Mountain Energy Corporation,   (Ohio)
	   CGAS Investment Corp.,   (Ohio)
	   CGAS Services Corporation,   (Ohio)
	      CGAS Securities,   Inc., (Ohio)
	      Clinton Nominee Corporation,  (Ohio)
	      Haulco,  Inc., (Ohio)
	      LDC Securities,  Inc.,  (Ohio)
				    Page 152



				0001024401-01- 500010 [1]
		  Metertech,   Inc.,  (ohio)
		  Ohio Gasportation,    Inc., (Ohio)
	     Eugene offshore Holdings,    LLC, (Delaware)
	  Hughes-Rawis,   L.L.C.,  (Del aware)
	       JEDI Hydrocarbon Investments I Limited Partnership,
		(Del aware)
		     JEDI Hydrocarbon Investments II Limited
		       Partnership,  (Delaware)
	     JEDI-Lewis,   L.L.C.,  (Delaware)
		     JEDI-Lewis Holdings,  L.P.,  (Delaware)
	     JEDI-Lewis Holdings,    L.P., (Delaware)
	  JEDI SPy,  L.L.C.,  (Delaware)
	  Mariner Holdings,   Inc.,  (Delaware)
	       Mariner Energy LLC,    (Delaware)
	       Mariner Energy,   Inc.,  (Delaware)
	     Meridian ventures i,    L.P., N/A
	     Michigan Gas Partners,    L. P., N/A
	    Napoleonville Storage Corn p any Limited Partnership,  (Texas)
	    Enron Energy Services Netherlands B.V.,    (The Netherlands)
	     Rocksprings Energy I,    L. P., (Texas)
	     Segundo Navarro Drilling,    Ltd.,  (Texas)
	     South Dauphin Partners II,    L.P., Pending.
	     Sweetwater Gas Partners,    L. P.,  (Texas)
     Enron Capital  II Corp.,  (Delaware)
	  Enron Capital Management II Limited Partnership,     (Delaware)
	       Joint Ener9y Development Investments II Limited
		Partnership,   (Delaware)
		     East Coast Power    Holding Company L.L.C.,
		       (Del aware)
			   East Coast Power L.L.C.,  (Delaware)
						     JEDI Bayonne GP,
						      L.L.C.,  (Delaware)
				Cogen Technologies NJ Venture,   (Delaware)
			   JEDI Camden GP, L.L.C.,  (Delaware)
				Cogen Technologies Camden GP Limited
				 Partnership,  (Delaware)
				Camden Cogen,  L.P., (Delaware)
			   JEDI Camden LP, L.L.C.,  (Delaware)
				Co9en Technologies Camden GP
				 Limited Partnership,  (Delaware)
				Camden Cogen,  L.P., (Delaware)
						  JEDI Linden NB,  L.L.C.,
						   (Del aware)
							   JEDI Linden GP,
							     L.L.C., (Delaware)
			   Cogen Technologies Linden,  Ltd,  (Delaware)
			   Cogen Technologies Linden Venture,   (Delaware)
		    (Del aware)
		     (Del aware)

JEDI Linden, Inc.,
JEDI Linden L.L.C.,

				    Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Technologies Linden venture,   (Delaware)
JEDI Linden LP, L.L.C.,  (Del aware)
			  Cogen Technologies Linden,  Ltd,  (Delaware)
			  Cogen Technologies Linden Venture,   (Delaware)
		    Eugene Offshore Holdings,   LLC, (Delaware)
     Enron Capital III Corp.,   (Delaware)
	  Enron Capital Management II Limited Partnership,    (Delaware)
	       Joint Ener9y Development Investments II Limited
		Partnership,  (Delaware)
		    East Coast Power   Holding Company L.L.C.,
		      (Del aware)
			  East Coast Power L.L.C.,  (Delaware)
						 JEDI Bayonne GP,  L.L.C.,
				       Page 153



			       0001024401-01- 500010 [1]
						   (Del aware)
			       Cogen Technologies NJ Venture,    (Delaware)
			  JEDI Camden GP, L.L.C.,   (Delaware)
			       Co9en Technologies Camden GP
				Limited Partnership,   (Delaware)
			       Camden Cogen,  L.P.,  (Delaware)
			  JEDI Camden LP, L.L.C.,   (Delaware)
			       Co9en Technologies Camden GP
				Limited Partnership,   (Delaware)
			       Camden Cogen,  L.P.,  (Delaware)
						 JEDI Linden NB,  L.L.C.,
						   (Del aware)
							   JEDI Linden
							    GP,L.L.C.,
							    (Del aware)
			  Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Tech- Technologies Linden Venture,
			   (Del aware)
							JEDI Linden, Inc.,
							 (Del aware)
							   JEDI Linden GP,
							    L.L.C.,  (Delaware)
				    Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Technologies Linden venture,   (Delaware)
							JEDI Linden LP,  L.L.C.,
							 (Del aware)
			  Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Technologies Linden venture,   (Delaware)
		     Eugene offshore Holdings,  LLC,  (Delaware)
     Enron capital IV Corp.,   (Delaware)
	  Enron Capital Management III Limited Partnership,    (Delaware)
	       Joint Ener9y Development Investments II Limited
		Partnership,   (Del aware)
		     East Coast Power Holding Company L.L.C.,    (Delaware)
			  East Coast Power L.L.C.,,  (Delaware)
						 JEDI Bayonne GP,   L.L.C.,
						   (Del aware)
			       Cogen Technologies NJ Venture,    (Delaware)
			  JEDI Camden GP, L.L.C.,   (Delaware)
			       Cogen Technologies Camden GP Limited
				Partnership,  (Delaware)
			       Camden Cogen,  L.P.,  (Delaware)
			  JEDI Camden LP, L.L.C.,   (Delaware)
			       Co9en Technologies Camden GP
				Limited Partnership,   (Delaware)
			       Camden Cogen,  L.P.,  (Delaware)
						 JEDI Linden NB,  L.L.C.,
						   (Del aware)
							JEDI Linden GP,.
							 L.L.C., (Delaware)
			  Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Technologies Linden venture,   (Delaware)
							       JEDI Linden,  Inc.,
								 (Del aware)
JEDI Linden L.L.C.,  (Delaware)
				    Cogen Technologies Linden,   Ltd,
				     (Del aware)
			  Cogen Technologies Linden Venture,   (Delaware)
JEDI Linden LP, L.L.C.,  (Del aware)
			  Cogen Technologies Linden,   Ltd, (Delaware)
			  Cogen Technologies Linden Venture,   (Delaware)
		     Eugene Offshore Holdings,  LLC,  (Delaware)
     Enron Capital North America Corp.,  (Delaware)
					Page 154



				0001024401-01- 500010 [1]
	  Enron capital Management III Limited Partnership,    (Delaware)
	       Joint Ener9y Development Investments II Limited
		Partnership,   (Delaware)
		     East Coast Power Holding Company L.L.C.,    (Delaware)
			  East Coast Power L.L.C.,   (Delaware)
						  JEDI Bayonne GP, L.L.C.,
						   (Del aware)
				Cogen Technologies NJ Venture,
				 (Del aware)
			  JEDI Camden GP,   L.L.C., (Delaware)
				Co9en Technologies Camden GP
				 Limited Partnership,  (Delaware)
				Camden Cogen,  L.P., (Delaware)
			  JEDI Camden LP,   L.L.C., (Delaware)
				Co9en Technologies Camden GP
				 Limited Partnership,  (Delaware)
				Camden Cogen,  L.P., (Delaware)
						  JEDI Linden NB, L.L.C.,
						   (Del aware)
							   JEDI Linden GP,
							     L.L.C., (Delaware)
			  Cogen Technologies Linden,   Ltd,  (Delaware)
			  Cogen Technologies Linden Venture,   (Delaware)
JEDI Linden, Inc.,  (Delaware)
		    JEDI Linden GP,   L.L.C., (Delaware)
				      Cogen Technologies Linden, Ltd,  (Delaware)
			  Cogen Technologies Linden Venture,   (Delaware)
JEDI Linden LP, L.L.C.,  (Del aware)
			  Cogen Technologies Linden,   Ltd,  (Delaware)
			  Cogen Technologies Linden Venture,   (Delaware)
	     Enron Capital & Trade Global Resources Corp.,     (Panama)
     Enron Capital & Trade Resources Canada Corp.,    (Alberta)
     Enron Capital & Trade Resources - Europe B.V.,    (The Netherlands)
	  Closed Joint Stock Company EnronEnergo,    (Russian Federation)
	  Enron Capital and Trade Resources - Espana,    S.L., (Spain)
	  Enron Capital & Trade Resources - Greece B.V.,     (The Netherlands)
		     Enron Capital & Trade Resources - Romania B.V..,
		      (The Netherlands)
				    Petrom-Enron Gas S.R.L.,  (Romania)
		      Enron Espana,   S.L., (Spain)
	  Enron Europe Finance B.V.,    (The Netherlands)
	  Enron LPG Italy S.R.L.,   (Italy)
		     Enron Miskolc Power Development Kft.,    (Hungary)
	  Enron Netherlands B.V.,   (The Netherlands)
     Enron Capital & Trade Resources International Corp.,     (Delaware)
		      Enron Capital & Trade Europe Finance LLC,
		       (Del aware)
	  Enron capital & Trade Resources International Corp.     -
	    Singapore Branch,  N/A
		      Enron CASH Company No.   6, L.L.C.,  (Delaware)
	  Enron Europe Finance & Trading Limited,    (England)
	  Enron Finland Energy Qy,    (Finland)
	  Enron Nordic Energy - Swedish branch of ECTRIC,     N/A
	  Enron Nordic Energy - Norwegian branch of ECTRIC,    N/A
     Enron Capital & Trade Resources Mexico Holdings B.V.,     (The Netherlands)
		     Enron Energia Industrial de Mexico B.V.,
		      (The Netherlands)
				 Enron Industrial  Energy of Mexico
				  Holdings I,  L.L.C.,, (Delaware)
					     Enron Energia Industrial de
					     Mexico,  S. de R.L. de C.V.,
					      (Mexi co)
				 Enron Industrial  Energy of Mexico
					Page 155



			   000102 4401-01- 500010 [1]
			    Holdings II,  L.L.C.,  (Delaware)
				      Enron Energia Industrial de
					Mexico, S. de R.L. de C.V.,
					(Mexi co)
     Enron Mexico I B.V. ,  (The Netherlands)
     Enron Mexico II B.V.,   (The Netherlands)
     Enron Mexico III B.V.,   (The Netherlands)
     Enron Mexico IV B.V.,   (The Netherlands)
     Enron Mexico V B.V.,   (The Netherlands)
			Enron Mexico Holdings XV, L.L.C.,   (Delaware)
     Enron Mexico V I B.V.,   (The Netherlands)
			  Enron Mexico Risk Management,   L.L.C.,
			   (Del aware)
     Enron Mexico VII B.V.,   (The Netherlands)
     Enron Mexico VIII B.V.,   (The Netherlands)
     Enron Mexico IX B.V.,   (The Netherlands)
     Enron Mexico X B.V.,   (The Netherlands)
     Enron Mexico XV B.V.,   (The Netherlands)
		       Desarrolladora de Predios del Centro,  S. de
			R.L. de C.v., (Mexico)
     Enron Mexico XVI B.V.,   (The Netherlands)
		       Desarrolladora de Predios del  Este, S.  de
			R.L. de C.V., (Mexico)
			Enron Mexico Holdings XVI,  L.L.C.,
			 (Del aware)
     Enron Mexico XVII B.V.,   (The Netherlands)
		       Desarrolladora de Predios del Qeste,  S. de
			R.L. de C.V., (Mexico)
			Enron Mexico Holdings XVII,   L.L.C.,
			 (Del aware)
     Enron Mexico XVIII B.V.,   (The Netherlands)
		       Desarrolladora de Predios del  Noreste,  S. de
			R.L. de C.V., (Mexico)
     Enron Mexico XIV B.V.,   (The Netherlands)
		       Desarrolladora de Predios del Norte,  S. de
			 R.L. de C.V.,  (Mexico)
		       Enron Mexico Holdings XIV,  L.L.C.,  (Delaware)
		       Enron Mexico Holdings XVIII,   L.L.C.,
			(Del aware)
		       QEC Mexico, S. de R.L. de C.V.,   (Mexico)
			      QEC Services,  s. de R.L.   de C.V.,
				(Mexi co)
Enron CASH Company No.   1, (Delaware)
Enron CASH Company No.   2, (Delaware)
Enron CASH Company No.   3, (Delaware)
       Enron CASH Company No.   5, (Delaware)
Enron Compression Services Company,   (Delaware)
		    ECS Compression Company,   L.L.C.,  (Delaware)
       Enron CPO Holdings,   Inc., (Delaware)
		   Enron International CPO B.V.,   (The Netherlands)
		   Enron International CPO,  L.P.,  (Delaware)
Enron Cushing oil Marketing,  Inc.,   (Delaware)
Millennium PowerGen Copmany LLC,   (Delaware)
Enron Field Services Corp.,   (Delaware)
Enron Finance Corp. ,  (Del aware)
     Enron Hydrocarbons Marketing Corp.,    (Delaware)
     Enron Reserve Acquisition Corp.,    (Delaware)
       Enron Generation Company,   L.L.C.,, (Texas)
	       Titan Land Development Company,    L.L.C.,  (Delaware)
Enron Global de Guatemala,   S.A., (Guatemal a)
       Enron Mexico Corp.,   (Delaware)
       Enron Mexico Holdings I Ltd.,    (Cayman Islands)
		   Enron Mexico Holdings I L.L.C.,    (Cayman Islands)
				   Page 156



			  0001024401-01- 500010 [1]
				Em-on de Mexico, S.  de R.L.  de C.v.,
				  (Mexi co)
					    Enron Servicios de
					     Mexico S. de R.L.   de
					     C.V.,   (Mexico)
		    Enron Mexico Holdings II L.L.C.,     (Cayman Islands)
				Enron Servicios de Mexico S.   de R.L.
				  de C.V., (Mexico)
				Enron de Mexico,  S. de R.L.  de C.v.,
				  (Mexico)
Enron Mexico Holdings 2 Ltd.,   (Cayman Islands)
     Em-on Mexico Holdings III L.L.C.,    (Delaware)
     Enron Mexico Holdings IV L.L.C.,    (Delaware)
Enron BW Holdings Ltd.,  (Cayman Islands)
Enron Mexico Holdings 4 Ltd.,   (Cayman Islands)
Enron Mexico Holdings 5 Ltd.,   (cayman Islands)
Enron Mexico Holdings 6 Ltd.,   (cayman Islands)
       Crestone Gathering Services,   L.L.C.,  (Delaware)
Enron Minority Development Corp.,    (Delaware)
     Cook Inlet Energy supply,    Limited Partnership, Pending
		 Inupiat Energy Marketing,   L.L.C.,   (Delaware)
      Enron MW, L.L.C.,  (Delaware)
	    Enovate,  L.L.C.,  (Delaware)
Enron Natural Gas Marketing Corp.,    (Delaware)
       Enron Net Works LLC,   (Del aware)
	       Clickpaper.com,  L.L.C.,  (Delaware)
	       DealBench L.L.C.,   (Delaware)
	       Enron Net Works Investments,  L.L.C.,   (Delaware)
Athens Green Land Development,    L.L.C., (Delaware)
Enron Power Investments,  Inc.,   (Texas)
     Enron Power Investments Limited,    (England)
Enron Power Marketing,  Inc.,  (Delaware)
       Enron Re Limited,  (Bermuda)
       Enron Sacramento Basin,    L.L.C., (Delaware)
       Enron Sandhill  LP, L.L.C.,   (Delaware)
Enron Services Company of Louisiana,    L.L.C., (Delaware)
Enron TDF Ltd., (Cayman Islands)
       Enron Thrace Holdings B.V.,    (The Netherlands)
	       Enron Thrace Exploration & Production B.V.,
	       (The Netherlands)
Enron wholesale Generating Company,    L.L.C., (Delaware)
       Entrada Energy Ventures,    L.L.C., (Delaware)
	       Crescendo Energy,    LLC, (Delaware)
FirstWorld Communications,  Inc.,   (Delaware)
     FirstWorld Anaheim,  (Delaware)
     FirstWorld Engineering,   (Delaware)
     Firstworld Orange Coast,   (Delaware)
     FirstWorld SGV,  (Delaware)
     FirstWorld SoCal,  (Delaware)
     Oilfield Business Investments-i,    L.L.C.,  (Delaware)
	  EnSerCo,  L.L.C., (Delaware)
       Fort Pierce Repowering Project,    LLC, (Delaware)
       Fountain valley Power,   L.L.C.,  (Delaware)
Fulton Power I, L.L.C.,  (Delaware)
       Garden State Paper Company,    (Delaware)
       Gleason Power I L.L.C.,    (Delaware)
       Gotham Energy,  L.L.C.,  (Delaware)
       Hawkeye Land Development Corp.,    L.L.C., (Delaware)
		Boone Deve] opment Company,  L.L.C.,   (Delaware)
		Buchanan Development Company,     L.L.C.,  (Delaware)
		Louisa Development Company,    L. L.C.,  (Delaware)
		Underwood Development Company,    L.L.C.,  (Delaware)
HGK Enterprises GP,  Inc., (Delaware)
				    Page 157



			   000102 4401-01- 500010 [1]
     Destec Properties Limited Partnership,    (Nevada)
HGK Enterprises LP,   Inc., (Delaware)
     Destec Properties Limited Partnership,    (Nevada)
	Humboldt Dustrict Energy Facility,   L.L.C., (Delaware)
Jertovec Management and Finance Limited,    (cayman Islands)
		 Elektrana Jertovec 2 d.o.o.,   (Croatia)
		 Jertovec Management & Finance B.V.,    (The Netherlands)
			   Elektrana Jertovec d.o.o.,   (Croatia)
JILP-L.P.,  Inc., (Delaware)
	 Juniper Energy L.P.,   (Texas)
Kendall  New Century Development,  LLC, (Delaware)
Kenobe,  Inc.,  (Delaware)
     EnSerCo,   L.L.C.,  (Delaware)
	   Black Bay,  LLC, (Delaware)
	   EB/GB, L.L.C.,  (Delaware)
			 EnSerco, Inc. , (Delaware)
			 EnSerCo offshore,  L.L.C., (Delaware)
	Lake Acquisition Company,  L.L.C.,  (Delaware)
	Lake Elsinore Advanced Pump Storage,   L.L.C.,  (Delaware)
	Lauderdale Land Development Company,   L.L.C.,  (Delaware)
		Broward Development Company,   L. L.C., (Delaware)
		Challenger Development Company,   L. L.C., (Delaware)
		Dade Development Company,   L.L.C., (Delaware)
		Endeavour Development Company,   L.L.C., (Delaware)
		Midway Development Company,   L.L.C., (Delaware)
		Palm Beach Development Company,   L.L.C., (Delaware)
		Sawgrass Development Company,   L.L.C.,  (Delaware)
		St. Lucie Development Company,   L.L.C.,, (Delaware)
		Voyager Development Company,   L.L.C.,  (Delaware)
Louisiana Power Marketing Company,    L.L.C., (Delaware)
Long Beach District Energy Facility,   LLC,  (Delaware)
       Longview Energy,  L.L.C.,, (Delaware)
Masada oxyNol   LLC,  (Delaware)
       Master Land Development Holding Company,   L.L.C., (Delaware)
	     Badger Land Development Company,   L.L.C.,  (Delaware)
		      wood Development Company,  L.L.C., (Delaware)
	     Brave Land Development Company,   L.L.C.,  (Delaware)
	     Buckeye Land Development Company,   L.L.C.., (Delaware)
	     Hoosier Land Development Company,   L.L.C.,, (Delaware)
	     Legacy Land Development Company,   L.L.C.,  (Delaware)
	     Liberty Land Development Company,   L.L.C., (Delaware)
	     Lone Star Land Development Company,   L.L.C., (Delaware)
		    Newton Development Company Limited Partnership,
		      (Del aware)
	     Lone Star Land Development GP Company,   L.L.C.,  (Delaware)
	     Lone Star Land Development LP Company,   L.L.C.,  (Delaware)
	     Lone Star Land Development Company Limited Partnership,
	      (Del aware)
	     Patriot Land Development Company,   L.L.C., (Delaware)
	     Position Land Development Company,   L.L.C, (Delaware)
		  Bollin9er Development Company,   L.L.C., (Delaware)
		  Cape Girardeau Development Company,    L.L.C.,
		    (Del aware)
		  County Line Development Company,   L.L.C.,  (Delaware)
		  Stoddard Development Company,   L.L.C., (Delaware)
	     Tarheel  Land Development Company,  L.L.C., (Delaware)
	     volunteer Land Development Company,   L.L.C., (Delaware)
		    Haywood Power I,   L.L.C., (Delaware)
		    Haywood Power II,  L.L.C.,  (Delaware)
	MEGS, L.L.C.,  (Delaware)
New Albany Power I,   L.L.C.,  (Delaware)
OBI-1 Holdings,  L.L.C.,  (Delaware)
	Pastoria Energy Facility L.L.C.,    (Delaware)
				   Page 158



				 0001024401-01- 500010 [1]
	    Pikes Peak Power,   L.L.C.,  (Delaware)
	    Pleasanton Local Reliability Facility,   L.L.C.,   (Delaware)
	    Pornpano Beach Energy Center,   L.L.C., (Delaware)
	    Risk Management & Trading Corp.,    (Delaware)
	    Sanata Clara District Energy Facility,    (Delaware)
	    Santa Maria LLC,    (Delaware)
     The Terradyne group LLC,    (Delaware)
	     TLS Investors,   L.L.C.,  (Delaware)
			 southwest Power,  L.L.C., (Delaware)
				Desert Arc I, L.L.C.,   (Delaware)
					 Las Vegas Cogeneration Limited
					   Partnership, Desert Arc II,  L.L.C.,
					   (Del aware)
					 Las Vegas Cogeneration Limited
					 Partnership,   (Delaware)
				 Las Vegas Cogeneratlon II,  L.L.C.,
				  (Del aware)
	     West Fork Land Development Company,    L.L.C., (Delaware)
     WRA Services Corp.,   (Delaware)
ENRON INTERNATIONAL ASSET MANAGEMENT CORP.,   (Delaware)
     Enron Hydro Modernization Company,    (Delaware)
     Enron International Americas Corp.,    (Delaware)
		       Enron Cuiaba Pipeline Services L.L.C.,   (Delaware)
		     Enron Cuiaba Services L.L.C.,   (Delaware)
		     Enron Electricidada de Nicaragua,   S.A.,  (Nicaragua)
     El Puerto Rico Operations Inc.,    (Delaware)
     Enron Panama Management Services L.L.C.,    (Delaware)
     Enron International North America Asset Management Corp.,
      (Del aware)
	   Enron Transredes Services L.L.C.,    (Delaware)
     Enron International Asia Corp.,    (Delaware)
		       El Operations Holdings,  L.L.C.,  (Delaware)
				    El Operations MHC Ltd., (Mauritius)
	  Enron Indonesia Operations L.L.C.,    (Delaware)
	    El Guam Operations,   L.L.C.,  (Delaware)
     Enron International   Europe Corp., (Delaware)
	  Enron JVM Sarlux Corp.,    (Delaware)
     Enron Global Equity Ltd.,    (cayman Islands)
			Enron Pipeline Company-Argentina S.A.,   (Argentina)
ENRON INTERNATIONAL HOLDINGS CORP.,    (Delaware)
     Electricidad Enron de Guatemala,    Sociedad Anonima, (Guatemala)
     Enron Global Inc.,   (Delaware)
	  Enron Holding Company L.L.C.,    (Delaware)
	       Enron Dominican Republic Ltd.,    (Cayman Islands)
		     Smith/Enron Cogeneration Limited Partnership,
		       (Turks & Caicos Isles)
		     smith/Enron O&M Limited Partnership,
		       (Turks & Caicos Isles)
	       Enron Dominican Republic Operations Ltd.,
		 (Cayman Islands)
		     Smith/Enron Cogeneration Limited Partnership,
		       (Turks & Caicos Isles)
		     Smith/Enron O&M Limited Partnership,
		       (Turks & Caicos Isles)
	       Enron Global   Power & Pipelines LLC,  (Delaware)
		     Enron Dominicana Holding Limited,    (Cayman Islands)
			   Enron Dominicana Limited Partnership,
			    (Ca y man Islands)
			   smith/Enron Cogeneration Limited
			    Partnership, (Turks & Caicos Isles)
     Enron Holding Company L.L.C.,    (Delaware)
	  Enron Dominican Republic Ltd.,    (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
					 Page 159



			       000102 4401-01- 500010 [1]
		(Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		(Turks & Caicos Isles)
	 Enron Dominican Republic Operations Ltd.,     (cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		(Turks & caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		(Turks & Caicos Isles)
	 Enron Global   Power & Pipelines LLC,   (Delaware)
		    Enron Dominicana Holding Limited,    (Cayman Islands)
			  Enron Dominicana Limited Partnership,
			   (cayman Islands)
			  Smith/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
    Enron Global,  Inc.,  (Delaware)
	 Enron Holding Company,    L.L.C., (Delaware)
	       Enron Global  Power & Pipelines L.L.C.,   (Delaware)
		    Enron Pipeline Company-Argentina S.A.,    (Argentina)
		    Enron Power Philippines Corp.,   (Philippines)
			  Batangas Power Corp.,  (Philippines)
			  Subic Power Corp.,  (Philippines)
		    Miss Kitty,  L.L.C.,  (Delaware)
		    Puerto Quetzal   Power Corp., (Delaware)
			  Electricidad del Pacifico, S.A.,   (Guatemala)
		    Tombstone Assets,  L.L.C.,   (Delaware)
    Enron Global  Power & Pipelines L.L.C.,   (Delaware)
	 Enron Dominican Republic Ltd.,    (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		(Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		(Turks & Caicos Isles)
	 Enron Dominican Republic Operations Ltd.,     (Cayman Islands)
	       smith/Enron Cogeneration Limited Partnership,
		(Turks & Caicos Isles)
	       smith/Enron O&M Limited Partnership,
		(Turks & Caicos Isles)
	 Enron Power Philippines Corp.,    (Philippines)
	       Batangas Power Corp.,   (Philippines)
	       subic Power Corp.,   (Philippines)
	 Puerto Quetzal   Power Corp., (Del aware)
	       Electricidad del  Pacifico,  S.A., (Guatemala)
	 Tombstone Assets,   L.L.C.,  (Delaware)
    Enron Holding Company,   L.L.C.,  (Delaware)
	 Enron Global   Power & Pipelines L.L.C.,  (Delaware)
	       Enron Power Philippines Corp.,    (Philippines)
		    Batangas Power Corp.,   (Philippines)
		    Subic Power Corp.,   (Philippines)
	       Miss Kitty,  L.L.C.,  (Delaware)
	       Puerto Quetzal  Power Corp.,  (Delaware)
		    Electricidad del   Pacifico, S.A., (Guatemala)
	       Tombstone Assets,   L.L.C., (Delaware)
ENRON INTERNATIONAL INC.,   (Delaware)
    Enron International Development Services,    Inc., (Delaware)
    Enron Java Power Corp.,   (Delaware)
	 P.T.  East Java Power Corp.,  (Indonesia)
    Enron Mauritius Services Company Ltd.,    (Mauritius)
    Enron Pasuruan Power Corp.,    (Del aware)
    Enron Pipeline Company - Colombia G.    P. Inc., (Texas)
	 Enron Pipeline Company - Colombia Ltd.,    (Texas)
	 Enron Venezuela Ltd.,   (cayman Islands)
		   EnerTek Partners,   L.P., (N/A)
    India Power Ventures Inc.,   (Delaware)
    verdenergia Enron de Puerto Rico,    Inc., (Delaware)
				       Page 160



				  0001024401-01- 500010 [1]
ENRON INTERNATIONAL JOHANNESBURG LTD.,     (Cayman Islands)
ENRON INTERNATIONAL NORTH SEA LTD.,     (Cayman Islands)
ENRON INVESTMENT PARTNERS CO.,,   (Delaware)
	    Bodyflash.com,  Inc.,    (Delaware)
	    Community call Center L.L.C.,     (Delaware)
	    HEOF Management Corp.,    (Delaware)
		      Houston Economic Opportunity Fund,     L.P., (Delaware)
	    HEOF Management II Corp.,     (Delaware)
		      American Communication Services,
		     Houston Economic Opportunity Fund
		      Illusions Screen Printing,    L.P.,
 ENRON LATVIA HOLDINGS,  (Cayman Islands)
     Enron Latvia Investments Ltd.,     (Cayman Islands)
     Enron Latvia Development Ltd. ,    (Cayman 151 ands)
	  Enron Latvia Limited,    (Latvia)
	  Baltic Energy Corporation,     (Latvia)
ENRON LAWHILL CAPITAL CORP.,    (Delaware)
ENRON LIQUID FUELS,  INC.,  (Delaware)
     Clyde River Inc.,  (Liberia)
ENRON LIQUIDS HOLDING CORP.,    (Delaware)
     Enron Gas Liquids,  Inc. ,   (Delaware)
	  Enron Capital & Trade Resources Singapore Pte.     Ltd.,
	   (Si ngapore)
	  Enron Gas Liquids Europe S.A.R.L.,     (France)
	  Enron Gas Liquids Holding B.V.,     (The Netherlands)
	       Enron Gas Liquids B. V.,     (The Netherlands)
	  Enron Liquid Hydrocarbons Latin America Inc.,      (Delaware)
	  Hal ton Internati onal  Limited,  (Li ben a)
	       Enron Gas Liquids Far East,     Ltd., (Liberia)
	       Mundogas (Storage) Inc.,     (Liberia)
	       Mundo Services Ltd.,     (Liberia)
	       Mundogas Trading Ltd.,     (Liberia)
	  Enron Equipment Company,    (Delaware)
	       Enron Louisiana Transportation Company,
	  Enron Methanol Company,     (Delaware)
     Enron Products Pipeline,     Inc., (Delaware)
     EOTT Energy Corp.,  (Delaware)
	  EOTT Canada Ltd.,   (Alberta)
	  EOTT Energy Canada Limited Partnership,     (Delaware)
	  EOTT Energy Operating Limited Partnership,      (Delaware)
	       EOTr Energy Canada Limited Partnership,     (Delaware)
		 EOTT Energy Pipeline Limited Partnership,     (Delaware)
	  EOTT Energy Partners,    L. P.,  (Delaware)
		     EOTT Energy Finance Corp.,     (Delaware)
	       EOTT Energy Operating Limited Partnership,      (Delaware)
	  EOTT Energy Pipeline Limited Partnership,      (Delaware)
ENRON MAGYAR DEVELOPMENT B.V.,    (The Netherlands)
	  Enron Hungary Power Station Development Kft.,      (Hungary)
ENRON MANAGEMENT,  INC., (Delaware)
	  Enron Energia de Merida S.R.L.    de C.V.,  (Mexico)
	  Gasoductos Enron de Yucatan,     S.R.L. de C.V., (Mexico)
ENRON-MEX SERVICES LTD.,  (Cayman Islands)
ENRON MINERALS COMPANY,  (Delaware)
ENRON MISKOLC POWER DEVELOPMENT KFT.,     (Hungary)
ENRON NETHERLANDS HOLDING B.V.,    (The Netherlands)
ENRON OPERATING SERVICES CORP.,    (Delaware)
ENRON OPERATIONS,  L.P., (Delaware)
     Enron Gathering Company,     (Delaware)
     Enron Gulf Coast Gathering Limited Partnership,
     Enron Liquid Services Corp.,     (Delaware)
	  Enron Processing Properties,     Inc., (Delaware)
	  Port Arthur Olefins,    L.L.C.,  (Delaware)
     Enron Permian Gathering Inc.,    (Delaware)
					  Page 161

							Inc.,  (Texas)
							II,  LP., (Delaware)
							(Del aware)

							 (Del aware)

						       (Del aware)



			       0001024401-01- 500010 [1]
	  Enron Transportation Services Company,   (Delaware)
	       Enron Pipeline Company - Argentina S.A.,   (Argentina)
		     Compania de Inversiones de Energia S.A.,   (Argentina)
			  Enron de Inversiones de Energia S.C.A.,
			   (Argenti na)
     NBP Services Corporation,   (Delaware)
ENRON (OREGON) SERVICES,  INC.,  (oregon)
     Enron (California) Municipal Services, Inc.,   (Oregon)
     Enron Microclimates,  Inc.,  (Oregon)
ENRON BROADBAND SERVICES NETHERLANDS 2 B.V.,   (The Netherlands)
ENRON OVERTHRUST PIPELINE COMPANY,   (Delaware)
ENRON PERU DISTRIBUTION LTD.,  (Cayman Islands)
ENRON PERU TRANSPORTATION LTD.,   (Cayman Islands)
ENRON PIPELINE COMPANY,  (Delaware)
     Black Marlin Pipeline Company,   (Texas)
	  Enron Alligator Alley Pipeline Company,   (Delaware)
	  Enron Asset Management Resources,   Inc:, (Delaware)
     Enron Capital & Trade Resources South America S.A.,   (Argentina)
	    Enron Gulf Coast Gathering Limited Partnership,    (Delaware)
     Enron America del  Sur S.A.,  (Argentina)
     Enron Machine and Mechanical  Services,  Inc., (Cayman Islands)
     Enron Operations Services Corp.,  (Delaware)
	  Enron Pipeline Company-Argentina S.A.,   (Argentina)
	  Enron Pipeline Services Company,    (Delaware)
     Enron Preferred Capital Corp.,   (Delaware)
     Northern Natural Gas Company,   (Delaware)
     Transwestern Gathering Company,   (Delaware)
     Transwestern Pipeline Company,   (Delaware)
ENRON PONDEROSOA MANAGEMENT HOLDINGS,  INC.,  (Delaware)
     Ponderosoa Assets,  L.P., (Delaware)
	  Sundance Assets,  L.P.,  (Delaware)
ENRON POWER CORP.,  (Delaware)
     Enron Development Corp.,  (Delaware)
	  Enron International Holdings Corp.,   (Delaware)
	       Enron Global   Inc., (Delaware)
		     Enron Holding Company L.L.C.,  (Delaware)
			  Enron Dominican Republic Ltd.,
			   (Ca y man Islands)
			  Smith/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
			  Smith/Enron O&M Limited Partnership,
			   (Turks & Caicos Isles)
			  Enron Dominican Republic Operations Ltd.,
			   (Ca y man Islands)
			  Smit h/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
			  Smith/Enron O&M Limited Partnership,
			   (Turks & Caicos Isles)
			  Enron Global Power & Pipelines LLC,   (Delaware)
			  Enron Dominicana Holding Limited,   (Cayman Islands)
			  Enron Dominicana Limited Partnership,
			   (Cayman Islands)
			  Smith/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
			  Enron Dominican Republic Ltd.,
			   (Ca y man Islands)
			  Smit h/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
			  Smith/Enron O&M Limited Partnership,
			   (Turks & Caicos Isles)
		     Enron Dominican Republic Operations Ltd.,
		      (Cayman Islands)
			  Smith/Enron Cogeneration Limited Partnership,
				       Page 162



			   0001024401-01- 500010 [1]
		       (Turks & Caicos isles)
		     Smith/Enron O&M Limited Partnership,
		       (Turks & Caicos isles)
		Enron Global  Power & Pipelines LLC,  (Delaware)
		     Enron Dominicana Holding Limited,   (Cayman Islands)
		     Enron Dominicana Limited Partnership,
		       (Cayman Islands)
			   Smith/Enron Cogeneration Limited
			    Partnership, (Turks & Caicos Isles)
     ECT Europe,  Inc.,   (Delaware)
	  ECT (Germany) Inc.,   (Delaware)
	  Enron Norway Invest Inc.,    (Delaware)
	  Enron Romania B.V.,   (The Netherlands)
		Slatina   v B.V.,, (The Netherlands)
	  Jertovec Management and Finance Limited,    (Cayman Islands)
		Elektrana Jertovec 2 d.o.o.,   (Croatia)
		     Jertovec Management &Finance B.V.,
		       (The Netherlands)
			   Elektrana Jertovec d.o.o. ,(Croatia)
		     SIi Holdings B.V.,  (The Netherlands)
		     Enron Netherlands Generation B.V.,    (The Netherlands)
		     Enron Project Development B.V.,   (The Netherlands)
		     511 Espana B.V.,   (The Netherlands)
			   Enron Energia catalana de Generacion,  S.L.,
			    (spai n)
		     511 Espana 2 B.V.,  (The Netherlands)
		     511 Espana 3 B.V.,  (The Netherlands)
		     511 Espana 4 B.V.,  (The Netherlands)
		     511 Espana 5 B.V.,  (The Netherlands)
		     511 Ho] dings 2 B.V.,  (The Netherlands)
		     511 Holdings 3 B.V.,   (The Netherlands)
			   511 Holdin9s 4 B.V.,  (The Netherlands)
			     511 Holdings 5 B.V.,  (The Netherlands)
			     511 Holdings 6 B.V.,  (The Netherlands)
			     511 italy 2 B.V.,  (The Netherlands)
			     511 italy 3 B.V.,  (The Netherlands)
			     511 italy 4 B.V.,  (The Netherlands)
			     511 italy 5 B.V.,  (The Netherlands)
     Enron Global  Power & Pipelines L.L.C.,   (Delaware)
	  Enron Power Philippines Corp.,    (Philippines)
		Batangas Power Corp.,   (Philippines)
		Subic Power Corp.,   (Philippines)
	  Puerto Quetzal   Power Corp.,  (Del aware)
		Electricidad del   Pacifico, S.A., (Guatemala)
	  Tombstone Assets,   L.L.C.,  (Delaware)
     Enron International Holdings Corp.,    (Delaware)
	  Electricidad Enron de Guatemala,   Sociedad Anonima,
	   (Guatemala)
	  Enron Global    Inc., (Delaware)
		Enron Holdin   Company, L.L.C.,  (Delaware)
		     Enron G~obal   Power & Pipelines L.L.C.,
		       (Del aware)
		     Enron Power Philippines Corp.,   (Philippines)
			   Batangas Power Corp.,   (Philippines)
			   Subic Power Corp.,  (Philippines)
		     Puerto Quetzal  Power Corp.,  (De] aware)
			   Electricidad del  Pacifico, S.A.,
			    (Guatemal a)
		     Tombstone Assets,  L.L.C.,  (Delaware)
Enron International Holdings Corp.,    (Delaware)
     Electricidad Enron de Guatemala,   sociedad Anonima,   (Guatemala)
	  Enron Global    Inc., (Delaware)
		Enron Global  Power & Pipelines L.L.C.,  (Delaware)
				    Page 163



		     0001024401-01- 500010 [1]
	       Enron Power Philippines Corp.,    (Philippines)
		     Batangas Power Corp.,   (Philippines)
		     Subic Power Corp.,   (Philippines)
	       Miss Kitty,  L.L.C.,  (Delaware)
	       Puerto Quetzal   Power Corp.,  (Delaware)
		     Electricidad del   Pacifico, S.A.,
		       (Guatemal a)
	       Tombstone Assets,   L.L.C.,  (Delaware)
	  Enron Holding Company L.L.C.,    (Delaware)
Enron Holding Company,   L.L.C., (Delaware)
	       Enron Dominican Republic Ltd.,    (Cayman Islands)
	       Smith/Enron Cogeneration Limited
		 Partnership,  (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	       Enron Dominican Republic Generations
		 Ltd.,  (Cayman Islands)
	       smith/Enron Cogeneration Limited
		 Partnership,  (Turks & caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	       Enron Global   Power & Pipelines LLC,  (Delaware)
	       Enron Dominicana Holding Limited,
		 (Cayman Islands)
	       Enron Dominicana Limited Partnership,
		 (Cayman Islands)
	       smith /Enron Cogeneration Limited
		 Partnership,  (Turks & Caicos Isles)
     Enron Holding Company L.L.C.,   (Delaware)
	  Enron Dominican Republic Ltd.,    (cayman Islands)
	       Smith/Enron Cogeneration Limited
		 Partnership,  (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Dominican Republic operations Ltd.,
	   (Cayman Islands)
	       smith/Enron Cogeneration Limited
		 Partnership,  (Turks & Caicos Isles)
	       smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Global   Power & Pipelines LLC,  (Delaware)
	       Enron Dominicana Holding Limited,    (Cayman Islands)
	       Enron Dominicana Limited Partnership,
		 (Cayman Islands)
		     smith/Enron Cogeneration Limited
		     Partnership,  (Turks & Caicos Isles)
     Enron Global  Power & Pipelines L.L.C.,   (Delaware)
	  Enron Dominican Republic operations Ltd.,
	   (Cayman Islands)
			   Smith/Enron Cogeneration Limited
			    Partnership,  (Turks & Caicos Isles)
	       Smith/Enron 0&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,
	   (Cayman Islands)
			  Smith/Enron Cogeneration Limited
			   Partnership,  (Turks & Caicos Isles)
	       smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Power Philippines Corp.,    (Philippines)
		     Batangas Power Corp.,   (Philippines)
		     subic Power Corp.,   (Philippines)
	  Miss Kitty,  L.L.C.,  (Delaware)
			      Page 164



			  0001024401-01- 500010 [1]
	       Puerto Quetzal  Power Corp.,  (Delaware)
			  Electricidad del  Pacifico,  S.A.,
			   (Guatemal a)
	       Tombstone Assets,   L.L.C.,  (Delaware)
	  Enron Global  Power & Pipelines L.L.C.,   (Delaware)
	       Enron Dominican Republic Ltd.,    (Cayman Islands)
			       Smi th/Enron Cogenerati on
				Limited partnershi p
				(Turks & Caicos isl es)
		    Smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
	       Enron Dominican Republic Operations Ltd.,
		 (Cayman Islands)
			       Smith/Enron Cogeneration Limited
				Partnership,   (Turks & Caicos Isles)
		    smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
	       Enron Power Philippines Corp. ,   (Philippines)
			 Batangas Power Corp.,   (Philippines)
			 Subic Power Corp.,  (Philippines)
	       Miss Kitty,  L.L.C.,   (Delaware)
	       Puerto Quetzal  Power Corp.,  (Delaware)
		    Electricidad del   Pacifico, S.A.,  (Guatemala)
	       Tombstone Assets,   L.L.C.,  (Delaware)
	  Enron Holding Company,   L.L.C.,  (Delaware)
		    Enron Global   Power & Pipelines L.L.C.,
		      (Del aware)
			  Enron Dominican Republic Ltd.,
			   (Cayman Islands)
		    Smith/Enron Cogeneration Limited
		      Partnership,  (Turks & Caicos Isles)
		    Smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
			       Enron Dominican Republic
				Operations Ltd.,
				(Cayman Islands)
		    Smith/Enron Cogeneration Limited
		      Partnership,  (Turks & Caicos Isles)
		    Smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
			  Enron Power Philippines Corp.,    (Philippines)
			       Batangas Power Corp.,   (Philippines)
				subic Power Corp.,   (Philippines)
			  Miss Kitty,  L.L.C.,  (Delaware)
			  Puerto Quetzal   Power Corp., (Delaware)
			       Electricidad del  Pacifico,
				S.A.,  (Guatemala)
			  Tombstone Assets,  L.L.C.,   (Delaware)
Enron International Holdings Corp.,    (Delaware)
     Enron Global Inc.,  (Delaware)
	  Enron Holding Company L.L.C.,    (Delaware)
	       Enron Dominican Republic Ltd.,    (Cayman Islands)
		    Smith/Enron Cogeneration Limited
		      Partnership,  (Turks & Caicos Isles)
		    Smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
	       Enron Dominican Republic Operations Ltd.,
		 (Cayman Islands)
		    Smi th/En ron Cogenerati on Li mi ted
		       Partnership,   (Turks & Caicos Isles)
		    smith/Enron O&M Limited Partnership,
		      (Turks & Caicos Isles)
	       Enron Global  Power & Pipelines LLC,    (Delaware)
				   Page 165



			   0001024401-01- 500010 [1]
		     Enron Dominicana Holding Limited,     (Cayman Islands)
		     Enron Dominicana Limited Partnership,
		      (Cayman Islands)
			   Smith/Enron Cogeneration Limited
			    Partnership,   (Turks & Caicos Isles)
     Enron Holding Company L.L.C.,    (Delaware)
	  Enron Dominican Republic Ltd.,      (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		(Turks & caicos Isles)
	       Smith/Enron Q&M Limited Partnership,
		(Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,
	   (cayman Islands)
	       Smi th/Enron Cogenerati on Li mi ted Partnership,
		(Turks & Caicos Isles)
	       Smi th/Enron O&M Li mi ted Partnership,
		(Turks & Caicos Isles)
	  Enron Global   Power & Pipelines LLC,    (Delaware)
	       Enron Dominicana Holdin9 Limited,      (Cayman Islands)
		     Enron Dominicana Limited Partnership,
		      (Cayman Islands)
		     Smith/Enron Cogeneration Limited
		      Partnership,   (Turks & Caicos Isles)
Enron Europe Limited,   (England)
     Bretton Holdin9s (One) Limited,     (England)
	  SBI 3 Limited,   (England)
     ECT Spain Limited,   (England)
	  ECT Espana Limited,   (England)
     Enron Capital & Trade Resources Limited,      (England)
	  Enron Engineering Services,     (England)
	  Enron Europe Operations Limited,      (En9land)
	  Enron Gas & Petrochemicals Trading Limited,      (England)
			Enron Power Trading B.V.,    (The Netherlands)
     Enron Europe Power 2 Limited,    (England)
	  Enron Europe Power 1 Limited,     (England)
	       Teesside Power Holdin9s Limited,      (England)
		     Teesside Power Limited,     (England)
     Enron Europe Power 3 Limited,    (England)
	  Enron Europe Power 1 Limited,     (England)
	       Teesside Power Holdin9s Limited,      (England)
		     Teesside Power Limited,     (England)
     Enron Europe Power 4 Limited,    (England)
	  Enron Europe Power 3 Limited,     (England)
	       Enron Europe Power 1 Limited,      (England)
	       Teesside Power Holdin9s Limited,      (England)
		     Teesside Power Limited,     (England)
     Enron Power Operations Limited,     (England)
	  Enron Power Operations Teesside,      (England)
	  En ron Eurasi a Limited,   (Engl and)
     Enron 5B2, (England)
     SBI 3 Limited,  (England)
	  Enron 5B2,  (England)
     Teesside Gas Processing Limited,     (England)
     Tees si de Gas Transportati on Limited,   (Engl and)
     Teesside Operations (Holdings) 2 Limited,      (England)
	  Teesside operations (Holdings) Limited,      (England)
	       Enron Teesside Operations Limited,      (England)
		     Teesside Power Limited,     (England)
     Trenron Limited,   (England)
	  Enron Power Operations Teesside,      (England)
	  Enron Eurasia Limited,     (England)
     Wallerscote Power Operations Limited,      (Pending).
	  Teesside Gas Transportation Limited,      (England)
				     Page 166



			   0001024401-01- 500010 [1]
Enron International  Holdings Corp.,   (Delaware)
     Enron Global  , Inc.,  (Delaware)
	  Enron Holding Company,    L.L.C., (Delaware)
	       Enron Global   Power & Pipelines L.L.C.,   (Delaware)
		     Enron Dominican Republic Ltd.,
		      (Cayman Islands)
		     Smi t h/Enron Cogenerati on Li mi ted
		      Partnership,  (Turks & Caicos Isles)
		     Smith/Enron O&M Limited Partnership,
		      (Turks & caicos Isles)
		     Enron Dominican Republic Operations Ltd.,
		     s~r~lands)
				   Cogeneration Limited
		      Partnership,  (Turks & Caicos Isles)
		     Smi th/Enron O&M Li mi ted Partnership,
		      (Turks & Caicos Isles)
		     Enron Power Philippines Corp.   (Philippines)
			   Batangas Power Corp.,  (Philippines)
			   Subic Power Corp.,  (Philippines)
		     Puerto Quetzal   Power Corp., (Delaware)
			   Electricidad del  Pacifico, S.A.,
			    (Guatemal a)
		     Tombstone Assets,   L.L.C., (Delaware)
     Enron Reserve Holdings,    (Turks & Caicos Isles)
     Enron LNG Development Corp.,   (Delaware)
	  Enron India Natural Gas,    Inc., (Delaware)
	  Enron Transportation Services Ltd.,    (Cayman Islands)
Enron Development Corp.   - colombia Branch,  (N/A)
 Centragas - Transportadora de Gas de la Region,
     Central de Enron Development & Cia,   S.C.A,  (Colombia)
Enron Development Corp.   - UK Branch, (N/A)
EEL Company Limited,  (England)
	       Enron Petrochemicals B.V.,    (The Netherlands)
	  Enron Europe Construction Limited,    (England)
				    NEPCO UK Limited,  (England)
	  Enron Europe Liquids Processing,    (England)
	       Enron Pakistan operating company (Private)
		 Limited,  (Pakistan)
	  Enron Europe Power Holdings Limited,    (England)
	  Enron Europe Power unlimited,    (England)
	       Teesside Power Holdin9s Limited,    (England)
		     Teesside Power Limited,   (England)
	  Enron Europe Power 5 Limited,    (England)
	  Enron Europe Severnside Holdings Limited,    (England)
	       Enron Europe Severnside (No.   2) Limited,   (England)
		     Enron Europe Severnside Limited,   (England)
   Enron Gas Construction Limited,    (England)
	  Enron Gas Processing (U.K.) Limited,    (England)
	  Enron Guc Santrallari    Isletme Limited Sirketi,
	   (Turkey)
	  Enron Power (Europe) Limited,    (England)
	       Bretton Power,   (England)         (England)
	       Enrici  Power Marketi n~ Limited,
	  Enron Power Construction Limited,    (England)
	       Enron Gas Processing (Europe) Limited,     (England)
	  EnronCredit.com Limited,    (England)
	       Enron Financial   Energy Trading L.L.C.,   (Delaware)
	  Enron SB 2,  (England)
	       IPG Power Limited,   (En9land)
Enron SB Operations & Maintenance Limited,    (England)
	  Falco UPG,  Limited,  (England)
	       UPG Falco Limited,   (England)
	  Flotilla Power Limited,   (England)
				    Page 167



			   0001024401-01- 500010 [1]
	  Flotilla Power (UK) Limited,    (England)
	  Kent Power Limited,   (England)
	  Teesside Gas Processing Limited,    (England)
	  Teesside Gas Transportation Limited,    (England)
	  Trenron Limited,   (England)
	       Bretton Power,   (England)
	       Enron Engineering Services,    (England)
	       Enron Power Operations Teesside,    (England)
     Enron SB Operations & Maintenance Limited,    (England)
	  wallerscote Operations & Maintenance Ltd.,    (England)
	  wallerscote Power Operations Limited,    (England)
		      Enron Power Operations Teesside,  (England)
	       Teesside Gas Processing Limited,    (England)
	       Teesside Gas Transportation Limited,     (England)
Enron International Holdings Corp.,    (Delaware)
     Enron Global,  Inc. , (Delaware)
	  Enron Holding Company,    L.L.C., (Delaware)
	       Enron Global   Power & Pipelines L.L.C.,  (Delaware)
		      Enron Dominican Republic Ltd.,
		       (Cayman Islands)
		       Smith/Enron Cogeneration Limited
		       Partnership,  (Turks & caicos Isles)
		      Enron Dominican Republic Operations Ltd.,
		       (Cayman Islands)
		      Smith/En ron Cogeneration Limited
		       Partnership,  (Turks & Caicos Isles)
		      Smith/Enron 0&M Limited Partnership,
		       (Turks & Caicos Isles)
		      Enron Power Philippines Corp.,   (Philippines)
		      Smith/Enron O&M Limited Partnership,
		       (Turks & Caicos Isles)
     Enron Global  Power & Pipelines L.L.C.,   (Delaware)
	  Enron Dominican Republic Ltd.,    (cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Dominican Republic Operations Ltd.,
	   (Cayman Islands)
	       Smith/Enron Cogeneration Limited Partnership,
		 (Turks & Caicos Isles)
	       Smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	  Enron Power Philippines Corp.,    (Phili p pines)
	       Smith/Enron O&M Limited Partnership,
		 (Turks & Caicos Isles)
	       Subic Power Corp.,    (Philippines)
	  Puerto Quetzal   Power Corp.,  (Del aware)
	       Electricidad del    Pacifico, S.A., (Guatemala)
	  Tombstone Assets,   L.L.C.,  (Delaware)
 Superior Construction Company Cayman Islands Branch,
  (Cayman Islands)
      Enron Pipeline Construction India Limited Partnership,
       (cayman Islands)
Enron Power Construction (Brazil) Ltda.,    (Brazil)
Enron Power Corp.  - U.S.,  (Delaware)
     Enron Equipment Installation company,    (Delaware)
	  Enron Equipment Procurement company,    (Del aware)
	  Enron Export Sales Ltd.,    (Barbados)
	  Enron Fuels International,   Inc.,  (Delaware)
     Enron Onshore Procurement Company,    (Delaware)
     Enron Power I (Puerto Rico),    Inc., (Delaware)
	  Enron/cNF Power Construction Partnership,     (Delaware)
     Enron Power Construction Company,    (Delaware)
	  Enron Power Construction Brazil    Ltda., (Brazil)
				    Page 168



				0001024401-01- 500010 [1]
	  Enron Power Oil Supply Corp.,    (Delaware)
	  Enron Power Philippine Operating Corp.,    (Delaware)
	  Superior Construction company,    (Delaware)
			     HorizEn, L.L.C,  (Delaware)
     Enron Power Holdings B.V.,    (The Netherlands)
	  Enron Power Holdings GmbH,    (Germany)
		Enron Energie GmbH,   (Germany)
		Kraftwerk Bitterfeld GmbH,   (Germany)
     Enron Power Operating Company,    (Delaware)
     Enron Subic Power Corp.,   (Philippines)
     Enron Trans-Caspian Limited,    (Cayman Islands)
ENRON POWER INTERNATIONAL LTD.,    (Cayman Islands)
 ENRON PREFERRED FUNDING,   L.P.,  (Del aware)
 ENRON PREFERRED FUNDING II,   L.P.,  (Delaware)
 ENRON PROPERTY & SERVICES CORP.,    (Delaware)
 ENRON REALTY ADVISORS,   INC., (Delaware)
 ENRON RUSSIA DEVELOPMENT,   INC.,  (Delaware)
 ENRON S. A.  HOLDINGS LTD.,  (Cayman Islands)
     Enron South Africa Ltd.,   (Cayman Islands)
     Enron S. A.  Investments Ltd.,   (Cayman Islands)
ENRON SOUTH AMERICA LLC,   (Delaware)
     Bijupira-Salema Development Company Ltd    , (Cayman Islands)
     El (Brazil) Water Holdings Ltd.,    (Cayman Islands)
	  El (Brazil) Water Investments Ltd.,    (Cayman Islands)
	  El Communications Holdings Ltd.,    (Cayman Islands)
		       Enron Communications do Brasil  Ltda.,  (Brazil)
		       Enron Communications Holdings Ltda.,   (Brazil)
		Enron Argentina Development Ltd.,   (Cayman Islands)
		      CORDEX Americas 1997,  L.L.C., (Delaware)
	  Enron Argentina Investments,    Inc., (Delaware)
	  Enron CHESA (Delaware) Limited Liability Company,    (Delaware)
		Enron CHESA Texas Limited Liability Company,   (Texas)
		      Compania Hidroelectrica Enron S.A.,   (Argentina)
	  Enron Argentina Ventures,    Inc., (Delaware)
	    Enron (Brazil) Energy Investments Ltd.,    (Cayman Islands)
	    Enron (Brazil) Light Holdings Ltd.,   (Cayman Islands)
			 Enron (Brazil) Light Ltd. , (Cayman Islands)
	  Enron (Brazil) Northeast Development Ltd.,    (Cayman Islands)
	  Enron (Brazil) Power Holdings 21 Ltd.,    (Cayman Islands)
		    Enron (Brazil) Power Investments 21 Ltd.,
		      (Cayman Islands)
	  Enron (Brazil) Power Holdings 22 Ltd.,    (Cayman Islands)
		    Enron (Brazil) Power Investments 22 Ltd.,
		      (Ca y man Islands)
	  Enron (Brazil) Power Holdings 23 Ltd.,    (Cayman Islands)
		    Enron (Brazil) Power Investments 23 Ltd.,
		      (Cayman Islands)
	  Enron (Brazil) Power Holdings 24 Ltd.,    (Cayman Islands)
		    Enron (Brazil) Power Investments 24 Ltd.,
		      (Cayman Islands)
	  Enron (Brazil) Power Holdings 25 Ltd.,    (Cayman Islands)
		    Enron (Brazil) Power Investments 25 Ltd.,
		      (Cayman Islands)
	  Enron (Brazil) Power Holdings II Ltd.,    (Cayman Islands)
		      Enron (Brazil) Power Investments II Ltd.,
		       (Cayman Islands)
		      ESAE - Empresa Sul Americana de Energia Ltda.,
		       (Brazil)
		      Enron America do Sul  Ltda., (Brazil)
	  Enron (Brazil) Power Holdings III Ltd.,    (Cayman Islands)
     EBE-Empresa Brasileira de Energia Ltda.,    (Brazil)
		      Enron (Brazil) Power Investments III Ltd.,
		       (Cayman Islands)
					 Page 169



			   0001024401-01- 500010 [1]
     EBE - Empresa Brasileira de Energia Ltda.,   (Brazil)
Enron (Brazil) Power Holdings IV Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments IV Ltd.,    (cayman Islands)
     Enron (Brazil) Power Holdings V Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments V Ltd.,    (Cayman Islands)
	       Enron Investimentos Energeticos Ltda.,      (Brazil)
	       Elektro-Eletricidade e Servicos S/A,     (Brazil)
	       EPC-Empresa Paranaense Comercializadora
		Ltda.,  Elektro-Eletricidade e Servicos S/A,
		(Brazil)
Enron (Brazil) Power Holdings VI Ltd.,    (Cayman Islands)
			     Enron Gas do Brasil  Ltda.,   (Brazil)
     Enron (Brazil) Power Investments VI Ltd.,    (Cayman Islands)
			     Enron Gas do Brasil  Ltda.,   (Brazil)
Enron (Brazil) Power Holdings VII Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments VII Ltd.,    (Cayman Islands)
Enron (Brazil) Power Holdings VIII Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments VIII Ltd.,    (Cayman Islands)
Enron (Brazil) Power Holdings IX Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments IX Ltd.,    (Cayman Islands)
     Enron (Brazil) Power Holdings X Ltd.,    (Cayman Islands)
Enron (Brazil) Power Investments X Ltd.,    (cayman Islands)
Enron (Brazil) Power Holdings XI Ltd.,    (cayman Islands)
Enron (Brazil) Power Investments XI Ltd.,    (cayman Islands)
	  ETB-Energia Total do (Brazil) Ltda.,    (Brazil)
	       Elekt ro- El etricidade e Servicos S/A,  (Brazil)
	  ETB-Energia Total do (Brazil) Ltda.,    (Brazil)
     Enron (Brazil) Power Holdings XII Ltd.,    (Cayman Islands)
	  SPE - Sociedade Paulista de Energia Ltda,     (Brazil)
	  SPE - Sociedade Fluminense de Energia Ltda.,(Brazil)
     Enron (Brazil) Power Investments XII Ltd.,    (Cayman Islands)
	  SPE - Sociedade Paulista de Energia Ltda,     (Brazil)
	  PEP - Plena Energia Participacoes Ltda.,      (Brazil)
	  PEP - Plena Energia Participacoes Ltda.,      (Brazil)
     Enron (Brazil) Power Holdings XIII Ltd.,     (Cayman Islands)
     Enron (Brazil) Power Investments XIII Ltd.,
      (cayman Islands)
     Enron (Brazil) Power Holdings XIV Ltd.,    (cayman Islands)
	      EPP-Energia Pura Participacoes Ltda.,     (Brazil)
     Enron (Brazil) Power Investments XIV Ltd.,    (Cayman Islands)
	  EPP-Energia Pura Participacoes Ltda.,    (Brazil)
     Enron (Brazil) Power Holdings XV Ltd.,    (cayman Islands)
	  Cone Sul  Energia Ltda.,   (Brazil)
     Enron (Brazil) Power Investments XV Ltd.,    (cayman Islands)
	  Cone Sul  Energia Ltda.,   (Brazil)
     Enron (Brazil) Power Holdings XVI Ltd.,    (cayman Islands)
	  BRASEN-Brasil   Energia Ltda.,  (Brazil)
     Enron (Brazil) Power Investments XVI Ltd.,    (cayman Islands)
	  BRASEN-Brasil   Energia Ltda.,  (Brazil)
     Enron (Brazil) Power Ho] dings XVII Ltd.,    (Cayman Islands)
	  ENERSIL-Energia do Brasil    Ltda., (Brazil)
     Enron (Brazil) Power Investments XV II Ltd.,
      (cayman Islands)
	  ENERSIL-Energia do Brasil    Ltda., (Brazil)
     Enron (Brazil) Power Holdings XV III Ltd.,    (cayman Islands)
	  SPGIA-Sao Paulo Energial   Ltda.,  (Brazil)
     Enron (Brazil) Services Ltd.,   (cayman Islands)
     Enron (Brazil) Ltd. ,  (Cayman Islands)
     Enron America do Sul   Ltda ,  (Brazil)
     Enron America do Sul   Ltda.-Salvador Branch,  (Brazil)
     Enron America do Sul   Ltda.-Rio Branch,  (Brazil)
     Enron Development Belo Horizonte Ltd.,    (cayman Islands)
     Enron (Brazil) Development C.V.,    (The Netherlands)
				    Page 170



			  0001024401-01- 500010 [1]
     Enron Development (Brazil) Ltd.,   (cayman Islands)
     Enron Electric Power (Brazil) C.V.,   (The Netherlands)
     Enron do (Brazil) Holdings Ltd.,   (cayman Islands)
	     EPE-Empressa Produtora de Energia Ltda.,   (Brazil)
     Enron do (Brazil) Investments Ltd.,   (cayman Islands)
	   EPE-Empressa Produtora de Energia Ltda.,(Brazil)
	     EPE Holdings Ltd.,   (cayman Islands)
	     EPE Generation Holdings Ltd.,   (cayman Islands)
	     EPE Investments Ltd.,   (cayman Islands)
	     EPE Generation Holdings Ltd.,   (cayman Islands)
	  Enron Electric (Bolivia) Ltd. ,  (cayman Islands)
	  Enron Energia del valle 2 Ltd.,   (Cayman Islands)
	  Enron Electric (Brazil) Holdings Ltd.,   (cayman Islands)
     Enron Electric (Brazil) Ltd.,   (cayman Islands)
     Enron wenchang Investments Ltd.,   (cayman Islands)
	  Enron Energia de Bolivia Holdings Ltd.,
	   (cayman Islands)
     Enron Energia de Bolivia Investments Ltd.,   (cayman Islands)
	  Enron International Argentina Holdings Ltd.,
	   (cayman Islands)
     Enron Comercializadora de Energia Argentina S.A.,
      (Argenti na)
      Enron International Argentina Investments Ltd.
      (Cayman Islands)
     Enron America del Sur s.A.,   (Argentina)
     Enron International Argentina Transmission Ltd.,
      (Cayman Islands)
     Enron International Argentina Transmission Investment Ltd.,
      (Cayman Islands)
     Enron International  Bahia Ltd., (cayman Islands)
	  EBD - Empresa Brasileira Distribudora Ltda.,   (Brazil)
     Enron International  Bahia Holdings Ltd.,  (cayman Islands)
	  EBD - Empresa Brasileira Distribudora Ltda.,   (Brazil)
     Enron Servicos de Energia Ltda.,   (Brazil)
     Enron International  Bo] ivia Holdings Ltd., (Cayman Islands)
GasOriente Boliviano S.A.,  (Bolivia)
Enron International  Bolivia Investments Ltd.,  (Cayman Islands)
     GasOriente Boliviano S.A.,   (Bolivia)
Enron International  Latin America Ltd.,   (cayman Islands)
Enron International  Latin America Investments Ltd.,
 (cayman Islands)
Enron International Rio Investments 1997 Ltd.,    (Cayman Islands)
Enron Paysandu Holdings Ltd.,  (cayman Islands)
     Enron Paysandu Development Ltd.,   (cayman Islands)
Enron Power Mato Grosso oo sul Holdings Ltd.,   (Cayman Islands)
     Enron Power Mato Grosso do Sul   Ltd., (cayman Islands)
     Enron PSB Marketing Holdings Ltd.,    (cayman Islands)
     Enron PSB Marketing Holdings II Ltd.,   (cayman Islands)
      Enron PSB Marketin9 Investments Ltd.,   (cayman Islands)
Enron Puerto Suarez Holdings Ltd.,   (cayman Islands)
     Enron Puerto Suarez Investments Ltd.,   (cayman Islands)
Enron Reserve 7 B.V.,  (The Netherlands)
     Enron (Bolivia) c.v.  (The Netherlands)
       Gas TransBolivianao S. A.,   (Bolivia)
Enron Reserve B B.V.,  (The Netherlands)
     Enron caribe c.V.,  (The Netherlands)
     Enron Power I c.v.,  (The Netherlands)
	   Enron Power Honduras S. de R.L. de c.v.,    (Honduras)
    Enron Servicios De Energia,   S.A., (Bolivia)
    Enron South America Turbine LLC,  (Delaware)
    Enron South America Energy Services Holdings Ltd.,
    (cayman Islands)
   Enron South America Energy Services Investments Ltd.,
				   Page 171



			   0001024401-01- 500010 [1]
    (Cayman Islands)
    Enron Transportadora De Bolivia Ltd.,    (Cayman Islands)
    Enron Transportadora (Bolivia) S.A.,    (Bolivia)
    Enron Transportadora Uruguay Ltd.,    (Cayman Islands)
	Enron Pipeline Uruguay Ltd.,    (Cayman Islands)
	Perez Enron Transportadora Ltd.,    (cayman Islands)
     Gas Natural  Sudamericano Ltd.,  (cayman Islands)
     International  Energy Developments of Peru Corp.,    (Delaware)
     International  Energy Investments of Peru Corp.,   (Delaware)
     International  Energy Holdings of Peru Corp.,    (Delaware)
     Millenium Energy Ltd.,    (Cayman Islands)
     Rio Energia Holdings Ltd.,    (Cayman Islands)
	  Rio Energia Investments Ltd.,    (Cayman Islands)
     Southern (Brazil) Electric Holdings Ltd.,    (Cayman Islands)
	 Enron Sao Paulo Investments Ltd.,    (Cayman Islands)
     Enron Electric Sao Paulo C.V.,   (The Netherlands)
     Southern Cone Gas,   Ltd., (Cayman Islands)
     Enron Reserve III B.V.,,  (The Netherlands)
	  Enron Wenchang Power C.V.,    (The Netherlands)
	  Hainan Meinan Power Company CJV,    (China)
	  Hainan Meinan Power Services Company,    Limited,
	   (Chi na)
	  Hainan Meinan Power Company CJV,    (China)
		Enron Wenchang Power C.V.,   (The Netherlands)
		      Hainan Meinan Power Company CJV,  (China)
	  Hainan Holdings Ltd.,    (Cayman Islands)
	  Enron Reserve III B.V.,    (The Netherlands)
		Enron Wenchang Power C.V.,   (The Netherlands)
		      Hainan Meinan Power Company CJV,  (China)
		Hainan Meinan Power Services Company,   Limited,
		  (China)
		      Hainan Meinan Power Company CJV,  (China)
	  Enron wenchan9 Power C.V.,    (The Netherlands)
		       Hainan Meinan Power Company CJV,   (China)
	  Hainan Funding LLC,   (Turks & Caicos Isles)
Southwest (Brazil) Electric Holdings Ltd.,    (Cayman Islands)
	  Enron Electric Mato Gross do Sul C.V.,
	   (The Netherlands)
Enron Mato Grosso do Sul   Investments Ltd.,  (Cayman Islands)
     Enron Electric Mato Gross do Sul C.V.,    (The Netherlands)
Enron West Africa Pipeline ltd.,    (Cayman Islands)
Enron & Partners Limited,   (England)
ET Power 1 L.L.C.,  (Delaware)
ET Power 2 L.L.C.,  (Delaware)
ET Power 3 L.L.C.,  (Delaware)
	LFT Power I,   LLC, (Delaware)
	LFT Power II,   LLC, (Delaware)
	LFT Power III,   LLC,  (Delaware)
Mesquite Holdings B.V.,   (The Netherlands)
     Enron Design C.V.,   (The Netherlands)
     Enron Dutch Investment No.    2, (England)
     Enron Power Holdin9s C.V.,    (The Netherlands)
	  Trakya Elektr-Ik Uretim ye Ticaret A.S.,    (Turkey)
		Enron Power Management B.V.,   (The Netherlands)
		      Enron Design C.V.,  (The Netherlands)
		Enron Proje Yonetimi  Limited Si rketi, (Turkey)
     Enron Turkey Energy B:V.,    (The Netherlands)
	  Enron Power Holdin9s C.V.,    (The Netherlands)
		Trakya Elektrik Uretim ye Ticaret A.S.,    (Turkey)
		      Enron Power Management B.V.,
		       (The Netherlands)
		      Enron Design C.V.,  (The Netherlands)
		      Enron Proje Yonetimi Limited Si rketi,
				    Page 172



			       0001024401-01- 500010 [1]
			   (Turkey)
	       Enron Power Holdings (Turkey) B.V.,     (The
     Tekarioca Holdings Ltd.,  (Cayman Islands)
ENRON SPORTS CORP.,  (Delaware)
      Stadium Partners,  L. P.,  (Texas)
ENRON STORAGE COMPANY,  (Delaware)
     Napoleonville Storage Company Limited Partnership,    (Texas)
ENRON SUPPLY CORP.,  (Delaware)
ENRON TAWEELAH POWER COMPANY,  (Cayman Islands)
ENRON TRAILBLAZER PIPELINE COMPANY,  (Delaware)
     Trailblazer Pipeline Company,   (Pending)
ENRON VENTURES CORP.,  (Delaware)
     Catalytica Combustion Systems,  Inc.,   (Delaware)
     Enron Nuclear Services Corp.,   (Delaware)
     Enron Vietnam Investments Ltd.,   (Cayman Islands)
ENRON WASHINGTON, INC.,  (Delaware)
ENRON VALKYRIE,  LLC, (Delaware)
EOC PREFERRED, L.L.C.,  (Delaware)
EOTT ENERGY PARTNERS,  L.P.,  (Delaware)
ES POWER 1 L.L.C.,  (Delaware)
     ES Power 3 L.L.C.,  (Delaware)
	  Enron Dutch Holdings B.V.,   (The Netherlands)
	       Sarlux S.R.L.,  (The Netherlands)
ES POWER 2 L.L.C.,  (Delaware)
     ES Power 1 L.L.C.,  (Delaware)
	  ES Power 3 L.L.C.,   (Delaware)
	       Enron Dutch Holdings B.V.,    (The Netherlands)
		     Sarlux S.R.L.,  (Pending).
ES POWER 3 L.L.C.,  (Delaware)
     Enron Dutch Holdings B.V.,   (The Netherlands)
	  Sarlux S.R.L.,  (Pending).
GRAND SLAM PARKING,  INC., (Delaware)
GRIZZLY I, LLC,  (Delaware)
	 Timberwolf I,  LLC,  (Delaware)
GULF COMPANY LTD.,  (Vermont)
HALF DOME LLC, (Delaware)
HARRIER I LLC, (Delaware)
	  Talon I LLC,  (Delaware)
HOUSTON ECONOMIC OPPORTUNITY FUND,   L.P.,
HOUSTON PIPE LINE COMPANY,  (Delaware)
	   A-S Line,  (Delaware)
	   Austin Line,  (Delaware)
	   Big Cowboy Line,   (Delaware)
     Citrus Corp.,  (Delaware)
	       Citrus Energy Services,    Inc., (Delaware)
	       Citrus Trading Corp.,   (Delaware)
	       Florida Gas Transmission Company,    (Delaware)
			      Border Gas,  Inc., (Delaware)
     Coal Properties Corporation,   (Illinois)
     Enron Engineering & Construction Company,    (Texas)
		    Enron Power & Industrial Construction Company,
		     (Del aware)
		    Enron Engineering Acquisition Corp.,   (Delaware)
		  Enron Advisory Services, Inc.,   (Delaware)
	  National  Energy Production Corporation,   (Delaware)
	       NEPCO Services International, Inc.,     (Delaware)
	       Thai Nepco,  Ltd.,  (Thailand)
	       Operational  Energy Corp.,   ((California))
			  OEC Ho] ding Ltd.,  (Cayman Islands)
		     Enron Gaza Operations Ltd.,(Cayman Islands)
     Enron Industrial Natural Gas Company,    (Delaware)
     Maliseet Properties,  Inc.,  (Delaware)
     Enron Texoma Gas Company,   (Texas)

					   (Del aware)

					Page 173

							  Netherl ands)



			  0001024401-01- 500010 [1]
Houston Pipe Line Marketing Company,  (Texas)
HPL Resources Company,  (Delaware)
	      Overth rust Pipeline Company, N/A
Intratex Gas Company,  (Delaware)
    Kingfisher I L.L.C.,   (Delaware)
	 whitewing Associates LP,   (Delaware)
	      Blue Herron I LLC,   (Delaware)
		     HPL Asset Holdin9sL.P.,  (Delaware)
			  Merlin Acquisition L.P., (Delaware)
		     ECT Colombia Pipeline Holdings 2 Ltd.,
		      (cayman Islands)
		      Promigas S.A., E.S.P., (Pending).
			  Gases del caribe S.A., E.S.P., (Pending).
			  Gases de la Guajira S.A., E.S.P., (Pending).
			  Gas de Risaralda S.A., (Pending).
			  Gasnacol S.A., (Pending).
			  Gases de la Guajira S.A., E.S.P., (Pending).
			       Gases Del occidente S.A., E.S.P.,
				(Barranqui 11 a))
		     Surtigas S.A., E.S.P.,  (Pending).
			  Gasnacol S.A., (Pending).
			  Tolgas S.A.,  (Pending).
			  European Power Holdings, (England)
			  Pelican Bidder LLC, (Delaware)
			       Blackbird S.a.r.l., (Luxembourg)
				    Enron Poland Investment B.V.,
				      (The Netherlands)
				Elektrocieplownia Nowa Sarzyna Sp.
				 z.o.o.,   (Poland)
			  Pelican Bidder Cayman Limited,
			   (Cayman Islands)
		     European Power Holdings, (England)
			  SE Acquisition, L.P., (Delaware)
			  Fiber Systems L.P., (Delaware)
			  Merlin Acquisition L.P., (Delaware)
			  ECT Colombia Pipeline Holdings 2 Ltd.,
			   (Cayman Islands)
			  Promigas S.A., E.S.P., (Pending).
		     Gases del caribe S.A., E.S.P., (Pending).
		     Gases de la Guajira SA., E.S.P.,  (Pending).
			  Gas de Risaralda SA.,  (Pending).
			  Gasnacol S.A., (Pending).
		     Gases de la Guajira S.A., E.S.P., (Pending).
			  Gases Del Occidente S.A., E.S.P.,
			   (Barranqui 11 a)
		     Surtigas S.A., E.S.P.,  (Pending).
			  Gasnacol S.A., (Pending).
			  Tolgas S.A.,  (Pending).
    HPL Asset Holdings L.P.,   (Delaware)
	      Merlin Acquisition L.P.,   (Delaware)
		       ECT Colombia Pipeline Holdings 2 Ltd.,
			(Cayman Islands)
	      Promigas SA.,    E.S.P.,  (Pending).
		     Gases del Caribe S.A.,  E.S.P., (Pending).
		     Gases de la Guajira S.A., E.S.P., (Pending).
		     Gas de Risaralda S.A.,  (Pending).
		     Gasnacol S.A., (Pending).
		     Gases de la Guajira S.A., E.S.P., (Pending).
		     Gases Del occidente S.A., E.S.P.,
		      (Bar ranqui 11 a)
		     Surtigas S.A., E.S.P.,  (Pending).
			  Gasnacol S.A., (Pending).
			  Tolgas S.A.,  (Pending).
				 Page 174



			       000102 4401-01- 500010 [1]
		    SE Acquisition,   L.P., (Delaware)
			   Merlin Acquisition L.P.,  (Delaware)
			       ECT Colombia Pipeline Holdings 2 Ltd.,
				(Cayman Islands)
			       Promigas S.A.,  E.S.P., (Pending).
			  Gases del caribe S.A.,  E.S.P., (Pending).
			       Gases de la Guajira S.A.,  E.S.P.,
				(Pendin9).
			       Gas de Risaralda s.A.,  (Pending).
			       Gasnacol S.A.,  (Pending).
			  Gases de la Guajira S.A.,  E.S.P., (Pending).
			  Gases Del Occidente S.A.,  E.S.P.,
			   (Barranqui 11 a)
			  Surtigas S.A., E.S.P.,  (Pending).
			       Gasnacol S.A.,  (Pending).
			       Tolgas S.A.,  (Pending).
			     SE Raven L.P.,  (Delaware)
			    SE Thunderbird,  L.P., (Delaware)
		    SE Raptor L.P.,   (Delaware)
		    SE Raven L.P.,  (Delaware)
		    SE Thunderbird,   L.P., (Delaware)
	 SE Acquisition,   L.P., (Delaware)
		    Merlin Acquisition L.P.,   (Delaware)
		    ECT Colombia Pipeline Holdings 2 Ltd.,
		      (cayman Islands)
			Promigas S.A., E.S.P.,  (Pending).
			  Gases del caribe S.A.,  E.S.P., (Pending).
			       Gases de la Guajira S.A.,  E.S.P.,  (Pending).
			       Gas de Risaralda S.A.,  (Pending).
			       Gasnacol S.A.,  (Pending).
			  Gases de la Guajira S.A.,  E.S.P,  (Pending).
			  Gases Del occidente S.A.,  E.S.P., (Barranquilla)
			  Surtigas S.A., E.S.P.,  (Pending).
			       Gasnacol S.A.,  (Pending).
			       Tolgas S.A.,  (Pending).
		    SE Raven L.P.,  (Delaware)
		    SE Thunderbird,   L.P., (Delaware)
    Little Looper,  L.L.C.,  (Delaware)
	    Little Piper,   L.L.C., (Delaware)
	    Middle Piper,   L.L.C., (Delaware)
			    Main Piper, L.P.,  (Texas)
	    Main Piper,   L.P., (Texas)
	    Meter Acquisition Company LP,    LLP, (Delaware)
    MidTexas Pipeline Company (Joint Venture),    (Pending)
    Middle Looper,  L.L.C.,  (Delaware)
    Panhandle Gas company,   (Delaware)
    Riverside Farms Company,   (Illinois)
    San Marco Pipeline company,    (Colorado)
    Seagull Shoreline system,   (Pending)
	   South Texas Line,   (Pending)
    Transgulf Pipeline Company,    (Florida)
NORTHERN PLAINS NATURAL GAS COMPANY,   (Delaware)
    Longhorn Assets,   L.L.C., (Delaware)
	   NBIL I,  L.L.C.,  (Delaware)
	    NBIL II,   L.L.C., (Delaware)
			NBIL I, L.L.C., (Delaware)
     Northern Border Intermediate Limited Partnership,    (Delaware)
		  Black Mesa Holdings,  Inc.,  (Delaware)
		  Black Mesa Pipeline Operations,   L.L.C.,  (Delaware)
	 NBP Energy Pipelines,   L.L.C., (Delaware)
	      Northern Border Pipeline Company,    (Texas)
	 Williams Technologies,    Inc., (Oklahoma)
	      China Pipeline Holdings Ltd.,    (Cayman Islands)
				       Page 175



					  0001024401-01- 500010 [1]
	      Northern Border Partners,   L.P.,  (Delaware)
			      Northern Border Intermediate L.P.,   (Delaware)
	      Northern Border Pipeline Corporation,    (Delaware)
	       Pan Border Gas Company,    (Del aware)
	 NOWA SARZYNA HOLDING B.V.,    (The Netherlands)
	      Enron Poland Investment B.V.   (The Netherlands)
			 Elektrocieplownia Nowa sarzyna Sp.   z o.o,  (Pending)
	 OMICRON ENTERPRISES,   INC., (Delaware)
		    Artemis Associates,   L.L.C.,  (Delaware)
		   EFS Construction and Services Company,     (Delaware)
		   EFS Holdin9s, Inc.,    (Delaware)
			 Affiliated Building Services,   Inc. Holding Company,
			  (Del aware)
			       Affiliated Buildin9 Services,  Inc., (Delaware)
				    Affiliated Building Services Pty.  Ltd.,
				     (Australia)
				    Affiliated Building Services,   Investment
				     Company,  (Delaware)
			 EFS Corporate Services,   Inc., (Delaware)
			 Limbach Facility Services,   Inc., (Delaware)
			       EFG Holdin9s, Inc.,  (Delaware)
				    The L-inc corporation, (Pennsylvania)
					 The Linc Company,  (Pennsylvania)
					 The Linc Corporation Investment
					  Company,  (Pending).
			       Harper Mechanical Corporation,  (Pending).
			      Harper Mechanical Corporation Investment Company,
				(Del aware)
			       Limbach Company Holding Company,  (Delaware)
				   The Linc Corporation Holding Company,   (Delaware)
				    Limbach Company,  (Pennsylvania)
				 Limbach Company Investment Company,   (Delaware)
			       Mechanical Professional  Services,  Inc., (Pending).
			 The Linc Corporation Holding Company,   (Delaware)
			 williard,  Inc., (Delaware)
			       williard Inc, Investment Company,   (Delaware)
			 williard Plumbing Company,   L.P., (Del aware)
		   Enron Facility Services, Inc.,    (Delaware)
	 OPTEC, INC., (Oregon)
	 ORGANIZATIONAL PARTNER,   INC.,  (Delaware)
	 PEREGRINE I LLC,   (Delaware)
	       HPL Asset Holdings L.P.,   (Delaware)
	       whitewing Associates LP,   (Delaware)
		     Blue Herron I LLC,   (Delaware)
			       HPL Asset Holdings L.P.,  (Delaware)
			       Merlin Acquisition L.P.,  (Delaware)
					 ECT Colombia Pipeline Holdings 2 Ltd.,
					  (Cayman Islands)
			       Promigas S.A.,  E.S.P., (Pending).
				    Gases del Caribe S.A.,  E.S.P., (Pending).
					 Gases de la Guajira S.A.,  E.S.P.,
					  (Pendin9).
					 Gas de Risaralda S.A.,  (Pending).
					 Gasnacol  S.A., (Pending).
				    Gases de la Guajira S.A.,  E.S.P., (Pending).
					 Gases Del Occidente S.A.,
					  E.S.P.,  (Barranquilla)
				    Surtigas S.A.,  E.S.P., (Pending).
					 Gasnacol S.A.,  (Pending).
					 Tolgas S.A.,  (Pending).
				       European Power Holdings,  (England)
				       Pelican Bidder Cayman Limited,
					 (Cayman Islands)
						  Page 176



		   000102 4401-01- 500010 [1]
			European Power Holdings, (England)
	SE Acquisition,  L.P., (Delaware)
		Merlin Acquisition L.P., (Delaware)
		    ECT Colombia Pipeline Holdings 2 Ltd.
		     (Cayman Islands)
	     Promigas S.A.,  E.S.P., (Pending).
	     Gases del Caribe S.A., E.S.P.,  (Pending).
		   Gases de la Guajira S.A., E.S.P.,
		    (Pendi n9).
		   Gas de Risaralda S.A., (Pending).
		   Gasnacol S.A., (Pending).
	     Gases de la Guajira S.A.,  E.S.P., (Pending).
		  Gases Del Occidente S.A.,
		   E.S.P., (Barranquilla)
	     Surtigas S.A.,  E.S.P., (Pending).
		   Gasnacol S.A., (Pending).
		   Tolgas S.A., (Pending).
HPL Asset Holdings L.P.,  (Delaware)
	Merlin Acquisition L.P.,  (Delaware)
		ECT Colombia Pipeline Holdings 2 Ltd.,
		 (Cayman Islands)
	Promigas S.A., E.S.P.,  (Pending).
	     Gases del Caribe S.A., E.S.P.,  (Pending).
		   Gases de la Guajira S.A., E.S.P.,
		    (Pendin9).
		   Gas de Risaralda S.A., (Pending).
		   Gasnacol S.A., (Pending).
	     Gases de la Guajira S.A., E.S.P.,  (Pending).
		   Gases Del occidente S.A.,
		    E.S.P., (Barranquilla)
	     Surtigas S.A., E.S.P.,  (Pending).
		   Gasnacol S.A., (Pending).
		   Tolgas S.A., (Pending).
	SE Acquisition, L.P.,  (Delaware)
	      Merlin Acquisition L.P.,  (Delaware)
		    ECT Colombia Pipeline Holdings 2 Ltd.,
		     (Cayman Islands)
	      Promigas S.A., E.S.P.,  (Pending).
	     Gases del caribe S.A.,  E.S.P., (Pending).
		   Gases de la Guajira S.A., E.S.P.,
		    (Pendi n9).
		   Gas de Risaralda S.A., (Pending).
		   Gasnacol S.A., (Pending).
	     Gases de la Guajira S.A.,  E.S.P., (Pending).
	Gases Del Occidente S.A., E.S.P.,
	 (Barranqui 1 la)
	     Surtigas S.A., E.S.P.,  (Pending).
		   Gasnacol S.A., (Pending).
		   Tolgas S.A., (Pending).
		 SE Raven L.P., (Delaware)
		SE Thunderbird, L.P., (Delaware)
	SE Raptor L.P.,  (Delaware)
	SE Raven L.P.,  (Delaware)
	SE Thunderbird, L.P.,  (Delaware)
SE Acquisition,  L.P., (Delaware)
	Merlin Acquisition L.P.,  (Delaware)
		  ECT Colombia Pipeline Holdings 2 Ltd.
		    (Cayman Islands)
	   Promigas S.A., E.S.P., (Pending).
	     Gases del Caribe S.A.,  E.S.P., (Pending).
		   Gases de la Guajira S.A., E.S.P.,
		    (Pending).
		   Gas de Risaralda S.A., (Pending).
			   Page 177