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                                                                EXHIBIT 10.66(c)


               SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT



         This Agreement, entered into on this 15th of March, 1999, and made
effective as of February 1, 1999, by and between ENRON OIL & GAS COMPANY
("Company" or "Employer") and BARRY HUNSAKER, JR. ("Employee") is an amendment
to that certain Employment Agreement made effective as of September 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 the
                  greater of a) 12 months of the then current Monthly Base
                  Salary or b) 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
                  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. Further, in the event of
                  Involuntary Termination, if Employee's eligibility for COBRA
                  coverage expires, Employer shall provide to Employee the





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                  cost difference between COBRA coverage and a personal
                  medical/dental policy paid by Employee for the six (6) months
                  following the COBRA coverage or Employee's gainful employment,
                  whichever comes first. Employee shall not be under any duty or
                  obligation to seek or accept other employment following
                  Involuntary Termination and the amounts due Employee hereunder
                  shall not be reduced or suspended if Employee accepts
                  subsequent employment. Employee's rights under this Section
                  3.5 are Employee's sole and exclusive rights against Employer,
                  Enron, or their affiliates, and Employer's sole and exclusive
                  liability to Employee under this Agreement, in contract, tort,
                  or otherwise, for any Involuntary Termination of the
                  employment relationship. Employee covenants not to sue or
                  lodge any claim, demand or cause of action against Employer
                  for any sums for Involuntary Termination other than those sums
                  specified in this Section 3.5. If Employee breaches this
                  covenant, Employer shall be entitled to recover from Employee
                  all sums expended by Employer (including costs and attorneys
                  fees) in connection with such suit, claim, demand or cause of
                  action."

         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. For purposes of this Section, it
                  is specifically understood that Employee may return to private
                  legal practice, and may represent companies which compete with
                  Employer in such private legal practice, without breaching the
                  provisions of this Section."

         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 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



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                  (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 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.



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                        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 Second Amendment to the Employment Agreement, and
the parties agree that all other terms, conditions and stipulations contained in
the Employment Agreement, and any amendments thereto, shall remain in full force
and effect and without any change or modification, except as provided herein.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                               ENRON OIL & GAS COMPANY



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



                               BARRY HUNSAKER, JR.


                               /s/ BARRY HUNSAKER, JR.
                               -------------------------------------------------
                               This 15th day of March, 1999