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                                                                EXHIBIT 10.64(c)


               SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT



         This Agreement, entered into on this 8th of July, 1999, and made
effective as of June 28, 1999, by and between ENRON OIL & GAS COMPANY
("Employer") and MARK G. PAPA ("Employee") is an amendment to that certain
Employment Agreement made effective as of November 1, 1997 (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 a
                  severance benefit under this Agreement equal to the sum of (a)
                  Employee's then current Monthly Base Salary times 24; plus (b)
                  two times the Employee's annual bonus target award under
                  Employer's annual bonus program for the year in which the
                  termination occurs; plus (c) the value of unvested stock
                  options granted under Employer's 1992 Stock Plan based on the
                  difference between the average closing price of Employer's
                  stock on the ten (10) trading days prior to the date of
                  termination and the grant price. 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 Employer's
                  Change of Control Severance Plan (the "Plan") shall constitute
                  an Involuntary Termination under this Agreement. In the event
                  of such Involuntary Termination which entitles Employee to
                  severance benefits under the Plan but for the following
                  severance payment by Employer to the Employee, rather than the
                  severance benefit described above, Employee shall receive from
                  Employer 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 Employer's annual bonus program for the year in
                  which the Change of Control Date occurs. Employee's severance

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                  benefit payable under the 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 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."

         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 8th day of July, 1999




                                    MARK G. PAPA


                                                  /s/ MARK G. PAPA
                                    --------------------------------------------
                                    This 8th day of July, 1999