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                                                                EXHIBIT 10.67(b)

                FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

         This Agreement, entered into on this 14th of March, 1999, and made
effective as of February 1, 1999, by and between ENRON OIL & GAS COMPANY
("Company" or "Employer") and LOREN M. LEIKER ("Employee") is an amendment to
that certain Employment Agreement made effective as of March 1, 1998 (the
"Employment Agreement").

         WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;

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

         1.       Article 3, Section 3.5 of the Employment Agreement is hereby
                  deleted in its entirety and the following is substituted
                  therefor:

                  "3.5 Upon an Involuntary Termination of the employment
                  relationship by either Employer or Employee prior to the
                  expiration of the Term, Employee shall be entitled, in
                  consideration of Employee's continuing obligations hereunder
                  after such termination (including, without limitation,
                  Employee's non-competition obligations), to receive one
                  hundred twenty-five percent (125%) 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. Notwithstanding any other
                  provisions of this Agreement, a termination of the employment
                  relationship by either the Employer or Employee which meets
                  the definition of Involuntary Termination under the Company's
                  Change of Control Severance Plan shall constitute an
                  Involuntary Termination under this Agreement. In the event of
                  such Involuntary Termination which entitles Employee to
                  severance benefits under said Plan, but for the following
                  severance payment by the Company to the Employee, Employee
                  shall receive from the Company a severance benefit under this
                  Agreement equal to the greater of (a) one hundred twenty-five
                  percent (125%) 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, or (b) the sum of Employee's then current
                  Monthly Base Salary times 12 times 2.99 plus two times the
                  Employee's annual bonus target award under the Company's
                  annual bonus program for the year in which the Change of
                  Control Date occurs. Employee's severance benefit payable
                  under said Plan, if any, shall be determined according to the
                  provisions thereof. Employee shall not be under any duty or
                  obligation to seek or accept other employment following
                  Involuntary Termination and


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                  the amounts due Employee hereunder shall not be reduced or
                  suspended if Employee accepts subsequent employment.
                  Employee's rights under this Section 3.5 are Employee's sole
                  and exclusive rights against Employer, Enron, or their
                  affiliates, and Employer's sole and exclusive liability to
                  Employee under this Agreement, in contract, tort, or
                  otherwise, for any Involuntary Termination of the employment
                  relationship. Employee covenants not to sue or lodge any
                  claim, demand or cause of action against Employer for any sums
                  for Involuntary Termination other than those sums specified in
                  this Section 3.5. If Employee breaches this covenant, Employer
                  shall be entitled to recover from Employee all sums expended
                  by Employer (including costs and attorneys fees) in connection
                  with such suit, claim, demand or cause of action."

         2.       The last paragraph of Article 7, Section 7.1 is hereby deleted
                  in its entirety and the following is substituted therefor:

                  "These non-competition obligations shall extend until the
                  earlier of (a) expiration of the Term or (b) one year after
                  termination of the employment relationship; provided, however,
                  that upon an Involuntary Termination as defined in the
                  Company's Change of Control Severance Plan, which entitles
                  Employee to severance benefits under said Plan, these
                  non-competition obligations shall expire immediately and have
                  no further force and effect. Further, notwithstanding a change
                  of control of the Company, Employee may exercise his right to
                  voluntarily resign under Section 3.2(ii) upon the occurrence
                  of any one of the events described below and these
                  non-competition obligations shall expire immediately and have
                  no further force and effect, and the Employer shall have no
                  further obligations to Employee under this Agreement:

                           1. the Employer ceases to be an affiliate of Enron
                           Corp. as defined at Section 8.1;

                           2 the Employer undergoes a reorganization or change
                           in business circumstances such that Employee's duties
                           and responsibilities are substantially reduced; or

                           3. the Employee is asked to relocate outside the
                           Houston Metropolitan Area."

         3.       The following new Article 9 shall be inserted at the end of
                  the Employment Agreement:

                  "ARTICLE 9:  U.S. EXCISE TAX INDEMNIFICATION

                           9.1 Indemnification. In the event it shall be
                  determined that any payment or distribution by the Company to
                  or for the benefit of


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                  Employee (whether paid or payable or distributed or
                  distributable pursuant to the terms of this Agreement, the
                  Company's Change of Control Severance Plan or otherwise, but
                  determined without regard to any additional payments required
                  under this Article 9) (a "Payment") would be subject to the
                  excise tax imposed by Section 4999 of the United States
                  Internal Revenue Code of 1986, as amended (the "Code"), or any
                  interest or penalties are incurred by Employee with respect to
                  such excise tax (such excise tax, together with any such
                  interest and penalties, are hereinafter collectively referred
                  to as the "Excise Tax"), then Employee shall be entitled to
                  receive an additional payment (a "Gross-Up Payment") in an
                  amount such that after payment by Employee of all taxes
                  (including any interest or penalties imposed with respect to
                  such taxes), including, without limitation, any income and
                  employment taxes (and any interest and penalties imposed with
                  respect thereto) and Excise Tax imposed upon the Gross-Up
                  Payment, Employee retains an amount of the Gross-Up Payment
                  equal to the Excise Tax imposed upon the Payments.

                           9.2 Determination of Amount. Subject to the
                  provisions of Section 9.3, all determinations required to be
                  made under this Article 9, including whether and when a
                  Gross-Up Payment is required and the amount of such Gross-Up
                  Payment and the assumptions to be utilized in arriving at such
                  determination, shall be made by a public accounting firm
                  chosen by the Company (the "Accounting Firm") which shall
                  provide detailed supporting calculations both to the Company
                  and Employee if requested by either the Company or Employee.
                  All fees and expenses of the Accounting Firm shall be borne
                  solely by the Company. Any determination by the Accounting
                  Firm shall be binding upon the Company and Employee. As a
                  result of the uncertainty in the application of Section 4999
                  of the Code at the time of the initial determination by the
                  Accounting Firm hereunder, it is possible that Gross-Up
                  Payments which will not have been made by the Company should
                  have been made ("Underpayment"), consistent with the
                  calculations required to be made hereunder. In the event that
                  the Company exhausts its remedies pursuant to Section 9.3 and
                  Employee thereafter is required to make a payment of any
                  additional Excise Tax, the Accounting Firm shall determine the
                  amount of the Underpayment that has occurred and any such
                  Underpayment shall be promptly paid by the Company to or for
                  the benefit of Employee.

                           9.3 Contest of Claims. If the Company elects to
                  contest a claim by the Internal Revenue Service that Excise
                  Tax is due from Employee, Employee shall cooperate fully with
                  the Company in order to effectively contest such claim,
                  including, but not limited to providing information reasonably
                  requested by the Company relating to such claim, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company and permitting the Company
                  to participate in any proceedings relating to such claim. The
                  Company shall

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                  bear and pay directly all costs and expenses (including
                  additional interest and penalties) incurred in connection with
                  such contest and shall indemnify and hold Employee harmless,
                  on an after-tax basis, for any Excise Tax or other tax
                  (including interest and penalties with respect thereto)
                  imposed as a result of such representation and payment of
                  costs and expenses.

                           9.4 Advances and Refunds. If the Company directs
                  Employee to pay a claim by the Internal Revenue Service and
                  sue for a refund, the Company shall advance the amount of such
                  payment to Employee on an interest-free basis and shall
                  indemnify and hold Employee harmless, on an after-tax basis,
                  from any Excise Tax or income tax (including interest or
                  penalties with respect thereto) imposed with respect to such
                  advance or with respect to any imputed income with respect to
                  such advance. If, after the receipt by Employee of an amount
                  advanced by the Company pursuant to this Section 9.4, Employee
                  becomes entitled to receive, and receives, any refund with
                  respect to such claim, Employee shall promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto). If,
                  after the receipt by Employee of an amount advanced by the
                  Company pursuant to this Section 9.4, a determination is made
                  that Employee is not entitled to any refund with respect to
                  such claim, then such advance shall not be required to be
                  repaid and the amount of such advance shall offset, to the
                  extent thereof, the amount of Gross-Up Payment required to be
                  paid."

         This Agreement is the 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 OIL & GAS COMPANY

                                   By:        /s/ PATRICIA EDWARDS
                                      ------------------------------------------
                                   Name: Patricia Edwards
                                   Title: V.P. Human Resources & Administration
                                   This 15th day of March, 1999


                                   LOREN M. LEIKER

                                              /s/ LOREN M. LEIKER
                                   ---------------------------------------------
                                   This 14th day of March, 1999