<PAGE>   1
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ------------------


                                   FORM 10-Q

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 1-13584

                     ENRON GLOBAL POWER & PIPELINES L.L.C.
             (Exact name of registrant as specified in its charter)


             Delaware                                 76-0456366
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)
                                                                        


   333 CLAY STREET, SUITE 1800
          HOUSTON, TEXAS                                 77002
  (Address of principal executive offices)             (ZIP CODE)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (713) 853-6220

                               ------------------


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  x     No

Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date:
                                                

<TABLE>
<CAPTION>
             Class                         Outstanding as of April 30, 1997  
          -----------                      --------------------------------     
          <S>                              <C>
          Common Shares                           25,981,934 shares          
                                                  ----------
</TABLE>

================================================================================
<PAGE>   2
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page No.
                                                                        --------
<S>      <C>                                                               <C>
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements
                
                 Consolidated Statements of Income - Three Months Ended
                     March 31, 1997 and 1996 . . . . . . . . . . . . . . .  1
                                                                          
                 Consolidated Balance Sheets - March 31, 1997             
                     and December 31, 1996 . . . . . . . . . . . . . . . .  2
                                                                          
                 Consolidated Statements of Cash Flows -                  
                     Three Months Ended March 31, 1997 and 1996  . . . . .  3
                                                                          
                 Consolidated Statements of Changes in Shareholders'      
                     Equity - Three Months Ended March 31, 1997  . . . . .  4
                                                                          
                 Notes to Consolidated Financial Statements  . . . . . . .  5
                                                                          
                                                                          
         Item 2. Management's Discussion and Analysis of Financial        
                     Condition and Results of Operations . . . . . . . . . 10
                                                                          
PART II. OTHER INFORMATION                                                
                                                                          
         Item 4. Submission of Matters to a Vote                          
                     of Security Holders . . . . . . . . . . . . . . . . . 18
                                                                          
         Item 5. Other Matters . . . . . . . . . . . . . . . . . . . . . . 18
                                                                          
         Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 18
</TABLE>





                                       i
<PAGE>   3
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                         PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                       CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                MARCH 31,
----------------------------------------------------------------------------------
                                                          1997             1996
----------------------------------------------------------------------------------
                                                                        (RESTATED)
<S>                                                     <C>              <C>
Technical Assistance Fees                               $   2,896        $   2,505
Equity in Earnings of Unconsolidated Subsidiaries:      
  Pipeline Operations                                       8,064            8,855
  Power Operations                                          4,417            3,525
                                                        --------------------------
Equity in Earnings and Technical Assistance Fees           15,377           14,885
General and Administrative Expenses                        (1,679)          (1,597)
Taxes Other Than Income                                      (105)            (143)
Interest Expense                                           (1,080)              (1)
Interest Income                                             1,166              325
Other Income (Expense), Net                                   957             (736)
                                                        --------------------------
Income Before Income Taxes                                 14,636           12,733
Income Tax Benefit (Expense)                                3,372           (1,212)
                                                        --------------------------
Net Income                                              $  18,008        $  11,521
                                                        ==========================
Net Income Per Common Share                             $    0.72        $    0.48
                                                        ==========================
Average Number of Common Shares Used in Computation        24,848           23,950 
                                                        ==========================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.





                                       1
<PAGE>   4
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   MARCH 31,     DECEMBER 31,
                                                                                     1997            1996
-------------------------------------------------------------------------------------------------------------
                                                                                  (UNAUDITED)
<S>                                                                                <C>              <C>
                                    ASSETS
Current Assets
  Cash and cash equivalents                                                        $  44,717        $  24,582
  Accounts receivable                                                                  8,008            6,301
  Dividends receivable                                                                14,639               --
  Current portion of notes receivable                                                  1,432            1,394
  Other current assets                                                                   651              404
                                                                                   --------------------------
      Total Current Assets                                                            69,447           32,681
                                                                                   --------------------------
Investments in and Advances to Unconsolidated Subsidiaries                           274,672          298,530
Notes Receivable                                                                      22,421           12,111
Other                                                                                  1,321              521
                                                                                   --------------------------
           Total Assets                                                            $ 367,861        $ 343,843
                                                                                   ==========================

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                                 $  14,949        $  11,277
  Accrued taxes                                                                        1,318            1,488
  Current portion of note payable                                                         --           36,583
                                                                                   --------------------------
      Total Current Liabilities                                                       16,267           49,348
                                                                                   --------------------------
Deferred Income Taxes                                                                    424            4,301
Notes Payable                                                                         26,518           24,750
Commitments and Contingencies (Note 9)
Shareholders' Equity
  Common Shares, no par value,
    200,000,000 Shares authorized
    and 25,981,934 and 24,392,352
    shares issued and outstanding, respectively                                      267,117          219,816
  Retained earnings                                                                   57,535           45,628
                                                                                   --------------------------
      Total Shareholders' Equity                                                     324,652          265,444
                                                                                   --------------------------
           Total Liabilities and Shareholders' Equity                              $ 367,861        $ 343,843
                                                                                   ==========================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.




                                      2
<PAGE>   5
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED MARCH 31,
                                                                                      1997            1996
-------------------------------------------------------------------------------------------------------------
                                                                                                   (RESTATED)
<S>                                                                                <C>              <C>
Cash Flows From Operating Activities:
Reconciliation of net income to net cash flows from operating activities
  Net income                                                                       $  18,008        $  11,521
  Equity in earnings of unconsolidated subsidiaries                                  (12,481)         (12,380)
  Distributions from unconsolidated subsidiaries                                      21,700           12,649
  Deferred income taxes                                                               (3,877)             445
  Changes in components of working capital:
    Accounts receivable                                                               (1,707)           1,032
    Accounts payable                                                                   3,672            1,016
    Accrued taxes                                                                       (170)             598
  Other, net                                                                          (1,047)             319
                                                                                   --------------------------
  Net Cash Flows from Operating Activities                                            24,098           15,200
                                                                                   --------------------------
Cash Flows from Investing Activities:
Loan to parent                                                                        (8,580)              --
Loan to project company                                                               (1,768)              --
                                                                                   --------------------------
  Net Cash Flows Used in Investing Activities                                        (10,348)              --
                                                                                   --------------------------
Cash Flows From Financing Activities:
Common shares issued                                                                  47,301              131
Loan from parent                                                                       1,768               --
Payment of long-term debt                                                            (36,583)              --
Dividends paid                                                                        (6,101)          (4,589)
                                                                                   --------------------------
  Net Cash Flows Provided by (Used in) Financing Activities                            6,385           (4,458)
                                                                                   --------------------------
Increase in Cash and Cash Equivalents                                                 20,135           10,742
Cash and Cash Equivalents, Beginning of Period                                        24,582           23,364
                                                                                   --------------------------
Cash and Cash Equivalents, End of Period                                           $  44,717        $  34,106
                                                                                   ==========================
Supplemental Cash Flow Information:
  Cash Paid for Income Taxes                                                       $     787        $     196
                                                                                   ==========================
  Cash Paid for Interest                                                           $   1,010        $      --
                                                                                   ==========================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.





                                       3
<PAGE>   6
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                SHAREHOLDERS' EQUITY
                                                  ----------------------------------------------
                                                     COMMON           RETAINED
                                                     SHARES           EARNINGS           TOTAL
------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <<C>
Balance at December 31, 1996                      $   219,816       $    45,628       $  265,444
  Net income                                               --            18,008           18,008
  Dividends                                                --            (6,101)          (6,101)
  Exercise of purchase option by Enron Corp.           47,000                --           47,000
  Issuances for stock options                             301                --              301
                                                  ----------------------------------------------
Balance at March 31, 1997                         $   267,117       $    57,535       $  324,652
                                                  ==============================================
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.





                                       4
<PAGE>   7
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  ORGANIZATION

Enron Global Power & Pipelines L.L.C., a Delaware limited liability company,
and its wholly owned subsidiaries (EPP), own interests in natural gas pipeline
systems in Argentina and Colombia, two power plants in the Philippines, a power
plant in Guatemala and a power plant in the Dominican Republic. EPP's pipeline
operations in Argentina are conducted through its wholly owned subsidiary,
Enron Pipeline Company - Argentina S.A. (EPCA). EPCA owns 33 1/3% of Compania de
Inversiones de Energia S.A. (CIESA), which in turn owns 70% of Transportadora
de Gas del Sur S.A. (TGS), the entity that owns the pipeline system.  EPP's
pipeline operations in Colombia are conducted through its 49% limited
partnership interest in Centragas - Transportadora de Gas de la Region Central
de Enron Development & Cia., S.C.A. (Centragas).  EPP's power operations in the
Philippines are conducted through its wholly owned subsidiary, Enron Power
Philippines Corp. (EPPC). EPPC owns 50% of the outstanding stock of Subic Power
Corp. (SPC) and Batangas Power Corp. (BPC), the entities that own the
respective power plants. The Guatemala power operations are conducted through
EPP's 50% ownership interest in Puerto Quetzal Power Corp. EPP's Dominican
Republic power operations are conducted through its 50% partnership interest in
Smith/Enron Cogeneration Limited Partnership (SECLP) and Smith/Enron O&M
Limited Partnership (SEOM).

2.    ACQUISITIONS

Acquisitions of projects from Enron Corp. are transactions between entities
under common control that are accounted for similar to the pooling of interests
method of accounting using the historical carryover basis and restating
historical results to include the results of acquired projects. There were no
acquisitions during the three months ended March 31, 1997.

The three months ended March 31, 1996, have been restated to include equity in
earnings and net income of approximately $2.8 million and $2.1 million,
respectively, related to the acquisition of Centragas in May 1996, and
approximately $1.2 million and $0.8 million, respectively, related to the
acquisition of SECLP and SEOM in June 1996.

The acquisition of an additional interest in CIESA occurred in July 1996.
Assuming the acquisition had occurred on January 1, 1996, pro forma equity in
earnings and technical assistance fees, net income and net income per common
share for the three months ended March 31, 1996, would have been approximately
$16.8 million, $12.5 million and $0.52, respectively.

3.    BASIS OF PRESENTATION

The consolidated financial statements included herein have been prepared by EPP
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, the consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary for a fair
presentation of the financial results for the interim periods. Certain
information and notes normally included in financial statements prepared in
accordance with generally accepted accounting principles (GAAP) have been
condensed or omitted pursuant to such rules and regulations. However, EPP
believes that the disclosures are adequate to make the information presented
not misleading. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in EPP's Annual Report on Form 10-K for the year ended December 31,
1996.




                                      5
<PAGE>   8
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



The preparation of financial statements in conformity with GAAP 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 the
estimates.

EPP records as cash equivalents all highly liquid short-term investments with
original maturities of three months or less. From time to time, EPP invests
excess funds with affiliates of Enron Corp. under promissory notes payable on
demand at market interest rates. At March 31, 1997, approximately $36.5 million
was invested under such notes. Such amounts are classified as cash equivalents.

All monetary amounts presented in tables herein are expressed in thousands,
except per share amounts.

Certain prior period amounts have been reclassified to conform with the current
presentation.

4.    SHAREHOLDERS' EQUITY

On March 5, 1997, Enron Corp. exercised an option, which was granted to Enron
Corp. in connection with Enron Corp. providing the financing for the 
additional EPP interest in CIESA acquired in July 1996, to purchase $47.0
million of EPP common shares at the average market price for the 20 trading
days immediately preceding the second trading day prior to the exercise
(approximately 1.6 million EPP common shares).  A portion of the proceeds were
used to repay the $36.6 million note payable to Enron Corp. (see Note 6).

On March 14, 1997, EPP paid a quarterly cash dividend of $0.25 per share.

5.    INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED SUBSIDIARIES

EPP's investments in and advances to unconsolidated subsidiaries and the
changes in such balances are as follows:

<TABLE>
<CAPTION>
                                   PIPELINE        POWER            TOTAL
----------------------------------------------------------------------------
<S>                             <C>            <C>              <C>         
Balance at December 31, 1996    $    198,204   $    100,326     $    298,530
Equity in Earnings                     8,064          4,417           12,481
Declared Distributions               (14,639)            --          (14,639)
Distributions                        (14,200)        (7,500)         (21,700)
                                --------------------------------------------
Balance at March 31, 1997       $    177,429   $     97,243     $    274,672 
                                ============================================
</TABLE>

At March 31, 1997, EPP's share of undistributed earnings of its pipeline and
power subsidiaries totaled approximately $4.1 million and $18.6 million,
respectively.  In the first three months of 1997, EPPC received $6.0 million in
dividends from its Philippine power operations and EPCA received $14.2 million
in dividends from CIESA. In the first three months of 1997, EPP received $1.5
million in dividends from its Guatemala power plant operations. Equity in
earnings are net of amortization of excess investment related to CIESA and
SECLP/SEOM.





                                       6
<PAGE>   9
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


6.    NOTES PAYABLE

On March 5, 1997, EPP received $47.0 million in connection with the exercise of
Enron Corp.'s option to acquire EPP common shares (see Note 4). EPP used a
portion of the proceeds from the exercise of the option to repay the $36.6
million note payable to Enron Corp.                                  

In the first three months of 1997, EPP borrowed $1.8 million from Enron Corp.
to loan to SECLP (see Note 8).

7.    SUPPLEMENTAL CASH FLOW INFORMATION

The first three months of 1996, restated as discussed in Note 2, include the
issuance of approximately 3.5 million EPP common shares in exchange for assets
with a carryover basis totaling $62.5 million related to the acquisitions of
Centragas, SECLP and SEOM. There were no cash inflows or outflows related to
these acquisitions in the first three months of 1997.

8.    NOTES RECEIVABLE

In the first three months of 1997, EPP loaned approximately $8.6 million to
Enron Corp. in the form of a note receivable. The note bears interest at 5.4%
payable quarterly and matures in October 2011 or on demand.

During the first three months of 1997, EPP made additional cost overrun loans
(COLs) to SECLP in the amount of $1.8 million for construction-related items.
The COLs now total in the aggregate $10.3 million, bear interest at 13.5% and
are due in semiannual principal and interest payments through December 15,
2005.

In April 1997, EPP made additional COLs to SECLP in the amount of $1.4 million
with the same terms as the previous COLs.

9.  COMMITMENTS AND CONTINGENCIES

EPP and subsidiaries, in the ordinary course of business, are defendants in
various lawsuits and administrative proceedings before various courts and
governmental agencies.  Management believes that the final outcome of these
proceedings, individually and in the aggregate, will not have a material
adverse impact on EPP's financial position or results of operations.

  GdE Request

TGS received and denied a request from Gas del Estado S.E. (GdE), a company
owned and operated by the Argentine government,  for the reimbursement of
approximately $23 million paid by GdE under purchase orders issued for the
construction of two compressor plants.  GdE submitted this matter for
resolution to Ente Nacional Regulador del Gas (ENARGAS), the Argentine federal
gas regulatory entity, but ENARGAS concluded that it lacks jurisdiction to
adjudicate the dispute.  In April 1996, GdE filed a legal action seeking
reimbursement from TGS of the $23 million. TGS has accrued approximately $4.8
million as property, plant and equipment based on its estimate of construction
costs of similar plants.  TGS has thoroughly answered the demand and is
refusing the claim.

TGS has filed a claim against GdE and the Argentine government seeking the
reimbursement of amounts paid by TGS in connection with the registration and
payment of certain easements.  On October 7, 1996, the Executive Branch,
through Decree No. 1,136/96, created a contribution fund, as provided for in
the license to transport natural gas through the southern Argentine gas
pipeline system granted to TGS in December 1992, to assume GdE's obligations
for paying easements and any other compensation to land owners for an initial
five-year period, beginning with privatization.  ENARGAS has started managing
the above mentioned fund, which is financed by a special charge included in the
transportation rates and reimbursed to ENARGAS. TGS expects to recover the
amounts paid related to such easement.  The total amount sought by TGS is
approximately $3.0 million.
                                               




                                       7
<PAGE>   10
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


  Colombia

During 1996, EPP recorded approximately $4.7 million of equity in earnings from
Centragas, approximately $2.8 million of which related to an early completion
bonus, certain aspects of which are being contested by Empresa Colombiana de
Petroleos (Ecopetrol), the state-owned oil company of Colombia. In accordance
with the Transportation Services Contract dated May 12, 1994 between Centragas
and Ecopetrol, Ecopetrol is obligated to pay to Centragas an early completion
bonus if certain conditions are satisfied. Centragas believes that all of these
conditions have been satisfied; however, Ecopetrol is contesting certain
aspects of the early completion bonus. Centragas is vigorously asserting its
claim to such bonus through an amicable compoundment dispute resolution process
whereby an independent engineering firm, chosen by Centragas and Ecopetrol,
will decide the issue.  Both Centragas and Ecopetrol have made their required
filings with the independent engineering firm, and both parties are vigorously
defending their respective positions. Centragas anticipates a decision during
June 1997.  Although no assurances can be given, EPP believes that the ultimate
resolution of the dispute with Ecopetrol will not have a material adverse
effect on EPP's financial condition or results of operations.

  Dominican Republic

SECLP is currently involved in an International Chamber of Commerce arbitration
proceeding against Corporacion Dominicana de Electricidad (CDE), the government
agency which provides electric services to the Dominican Republic, and the
Dominican Republic Government (DR Government).  SECLP has alleged that CDE owes
approximately $25.0 million in past due amounts under the Electric Energy
Supply and Sales Contract dated July 26, 1993, as amended, among SECLP, CDE and
the DR Government (Puerto Plata Energy Supply Contract), a claim which CDE
disputes. CDE has alleged that SECLP owes approximately $13.6 million in delay
damages to CDE pursuant to the Puerto Plata Energy Supply Contract.  In addition
to CDE's claims, the DR Government has alleged that its guaranty of CDE's
obligations under the Puerto Plata Energy Supply Contract and the $24 million
letter of credit furnished by the DR Government are void because such
commitments were not approved by the Congress of the Dominican Republic. The DR
Government has also requested that the arbitration tribunal enjoin SECLP from
drawing on the letter of credit. In the arbitration proceeding, SECLP has denied
the claims of CDE and the DR Government and is defending against such claims,
which defense includes the fact that the claim for delay damages was previously
waived by CDE and the DR Government in an earlier contractual undertaking.
SECLP believes that it has strong legal and factual defenses and is vigorously
pursuing its claims against, as well as contesting the claims brought by, CDE
and the DR Government.  SECLP anticipates a decision by the arbitration panel by
the end of 1997. While the arbitration proceeding is ongoing, SECLP and CDE have
begun informal and preliminary discussions to negotiate a settlement of their
dispute. Although no assurances can be given, EPP believes that the ultimate
resolution of this matter will not have a material adverse effect on EPP's
financial position or results of operations.

On October 5, 1994, Hotelera del Atlantico, S.A. (Hotelera), the owner of a
hotel located near the Puerto Plata Plant in the Dominican Republic (Puerto
Plata Plant), initiated an action against SECLP in the Dominican Republic,
requesting damages in excess of 1.5 billion pesos (approximately $108 million
based on a conversion rate of 13.83 pesos/U.S. dollar) and a penalty of 50,000
pesos (approximately $3,600) for each day SECLP continued to operate the Puerto
Plata Plant after the action was initiated. Hotelera alleges that physical
damage and nuisance were caused to the hotel by the operation of the Puerto
Plata Plant on December 15, 1994.  An agreement between the parties was reached
and a settlement agreement was signed (Settlement Agreement).  However, on
September 4, 1995, Hotelera filed a petition with the Dominican Republic Council
of Reconciliation and Arbitration alleging, among other things, that the
environmental guidelines of the World Bank had not been followed by SECLP as
agreed to in the Settlement Agreement. SECLP has no reason to believe that it
has not complied with the World Bank guidelines and is agressively defending
against such claims.  While Enron Corp. has agreed to indemnify EPP from any
changes in investment value due to the financial impact to the project of the
Hotelera dispute, an adverse decision in the Hotelera dispute may impact EPP's
earnings from SECLP.  Although no assurances can be given, EPP believes that the
ultimate resolution of this matter will not have a material adverse effect on
EPP's financial position or results of operations.

SECLP, General Electric Company (GE), Raytheon Engineers & Constructors
(Raytheon), Enron Power Construction Company (EPCC) and certain subcontractors 
and insurers have been involved in discussions covered by a confidentiality
arrangement relating to claims arising from the design, construction, start-up,
testing and operation of the Puerto Plata Plant.  A settlement of





                                       8
<PAGE>   11
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                    ITEM 1. FINANCIAL STATEMENTS (CONTINUED)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


claims has been agreed to between SECLP, GE and Raytheon.  SECLP and EPCC are
currently negotiating to resolve disputes between them. While Enron Corp. has
agreed to indemnify EPP from any changes in the investment value due to the
potential financial impact of these settlements on the project, the settlements
could impact EPP's earnings from SECLP.  Although no assurances can be given,
EPP believes that the ultimate resolutions of these matters will not have a
material adverse effect on EPP's financial position or results of operations.

Enron Corp. is obligated to fund certain amounts to SECLP associated with
construction-related and other issues.  Pursuant to the purchase arrangement
regarding SECLP between subsidiaries of Enron Corp. and EPP, if required to
fund such amounts, Enron Corp. will loan funds as COLs to SECLP through EPP.
The Purchase Agreement among EPP, Enron International Inc. and Enron Holding
Company L.L.C. dated June 17, 1996, includes provisions that may require an
adjustment to the purchase price by December 31, 1997, depending upon the
resolution of certain contingencies, including the final amount of additional
COLs and collection of certain receivables ($2.8 million) by SECLP from CDE.
Any purchase price adjustments may be settled in EPP common shares or cash. 
EPP does not believe that these contingencies will have a material impact on
EPP's financial statements.

  Batangas

At March 31, 1997, Batangas had a value added tax (VAT) receivable of
approximately $7.0 million.  The realization of the VAT receivable requires the
attainment of VAT exemption from the Bureau of Internal Revenue, the Philippine
tax authority. EPP believes that the VAT exemption will be obtained as a credit
against future tax liabilities and that the full amount of the VAT receivable
will be recovered.

10.   DEFERRED INCOME TAXES

During the first three months of 1997, EPP reversed a reserve of approximately 
$4.0 million for certain Philippine withholding taxes based upon the repeal of
a U.S. tax law which enabled EPP to alter its tax planning strategies. Under
the new strategies, EPP believes that such cash will ultimately be received
without incurring such witholding taxes and, accordingly, management believes
that a liability for such withholding taxes is no longer required.
        
11.   DERIVATIVE FINANCIAL INSTRUMENTS

During the first quarter of 1997, EPP entered into forward purchase contracts 
on Colombian pesos with a notional value of $14.8 million scheduled to settle
between late 1997 and early 1998. EPP entered into these contracts to offset
potential fluctuations in planned equity earnings from Centragas resulting from
changes in the peso exchange rate. Such changes can cause U.S. GAAP income to
vary by impacting Colombian tax expense and foreign exchange gains or losses on
peso-denominated payables. These forward purchase contracts generated
approximately $1.0 million of income during the first three months of 1997,
which is included in other income (expense).

12.   SUBSEQUENT EVENT

In April 1997, EPCA received a request from Centragas to repay approximately
$11.3 million of the $24.8 million borrowed in 1996 on June 1, 1997. EPCA will
repay the $11.3 million with cash on hand and with proceeds from a loan from
EPP.  Additionally, in April 1997, EPP requested repayment on June 1, 1997, of
the $8.6 million loaned to Enron Corp. (see Note 8).

13.   EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No.128 - "Earnings per
Share" effective for interim and annual periods beginning after December 15, 
1997. This statement replaces primary earnings per share (EPS) with a newly
defined basic EPS and modifies the compuation of diluted EPS. EPP's basic and
diluted EPS computed using the requirements of SFAS 128 are the same as the
currently disclosed primary EPS amounts.
        


                                       9
<PAGE>   12
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


PRIMARY ASSETS AND SOURCES OF EARNINGS AND CASH

The primary assets of Enron Global Power & Pipelines L.L.C. ("EPP"), a Delaware
limited liability company which is approximately 52% owned by Enron Corp.
(together with its subsidiaries, "Enron") at March 31, 1997, are its interests
in 50% or less owned companies ("Project Companies"), which it holds directly
or indirectly through wholly owned subsidiaries.  EPP accounts for its
interests in the Project Companies under the equity method of accounting and
records its proportionate share of the earnings or losses of the Project
Companies. The operations of the Project Companies are EPP's primary source of
earnings. EPP also receives technical assistance fees, paid by Project
Companies to certain wholly owned subsidiaries of EPP, primarily by
Transportadora de Gas del Sur S.A. ("TGS") to Enron Pipeline Company -
Argentina S.A. ("EPCA"). Dividends paid by the Project Companies are EPP's
primary source of cash. Declaration and payment of such dividends are at the
sole discretion of the boards of directors of the Project Companies and are
subject to certain restrictions, including, among others, each Project
Company's operating profitability, restrictions on the distribution of cash
under applicable credit agreements and government imposed currency
restrictions. See "Liquidity and Capital Resources of EPP - Primary Sources of
Cash" for further discussion regarding cash.

RESULTS OF OPERATIONS OF EPP

GENERAL

     For the three months ended March 31, 1997, EPP's equity in earnings and
technical assistance fees from its Argentine and Philippine operations
constituted approximately 65%, and 17%, respectively, of EPP's equity in
earnings and technical assistance fees. As of March 31, 1997, Argentine and
Philippine assets accounted for approximately 49% and 19%, respectively, of
EPP's assets. As a result, if Argentine or Philippine operations were
materially and adversely affected, EPP's financial condition and results of
operations could be materially and adversely affected.  See "Pipeline
Operations" and "Power Operations" below for the results of operations of EPP's
Project Companies.

         Acquisitions of projects from Enron are transactions between entities
under common control that are accounted for similar to the pooling of interests
method of accounting using the historical carryover basis and restating
historical results to include the results of acquired projects. There were no
acquisitions during the three months ended March 31, 1997. The three months
ended March 31, 1996, have been restated to include equity in earnings and net
income of approximately $2.8 million and $2.1 million, respectively, related to
the acquisition of Centragas - Transportadora de Gas de la Region Central de
Enron Development & Cia., S.C.A. ("Centragas") in May 1996, and approximately
$1.2 million and $0.8 million, respectively, related to the acquisition of
Smith/Enron Cogeneration Limited Partnership ("SECLP") and Smith/Enron O&M
Limited Partnership ("SEOM") in June 1996.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 VS. THE THREE
MONTHS ENDED MARCH 31, 1996

    EQUITY IN EARNINGS AND TECHNICAL ASSISTANCE FEES. Equity in earnings and
technical assistance fees increased $0.5 million (3%) in the first quarter of
1997 compared to the first quarter of 1996. The increase is primarily due to
earnings resulting from the increased ownership in Compania de Inversiones de
Energia S. A. ("CIESA") and increased earnings in the Philippines. The
increased earnings in the Philippines are primarily a result of increased
revenues due to more efficient operations. These increases were partially
offset by decreased earnings in Colombia, primarily attributable to the early
completion bonus in 1996 and increased




                                      10
<PAGE>   13
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


depreciation in 1997 resulting from completed construction, and the Dominican
Republic, primarily attributable to scheduled maintenance.

    GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses 
remained relatively unchanged from the first quarter of 1996 to the first
quarter of 1997.

    INTEREST EXPENSE. Interest expense increased $1.1 million (100%) during the
first quarter of 1997 compared to the first quarter of 1996 primarily due to
the interest expense associated with the debt incurred in obtaining the
additional ownership of CIESA in July 1996.

    INTEREST INCOME. Interest income increased $0.8 million (259%) during the
first quarter of 1997 compared to the first quarter of 1996 primarily due to
the interest for the Dominican Republic cost overrun loans.

    OTHER INCOME (EXPENSE). Other income (expense) represented income of
approximately $1.0 million for the first quarter of 1997 and expense of
approximately $0.7 million for the first quarter of 1996.  The $1.0 million of
income in 1997 was primarily attributable to a gain recognized from forward
contracts used to mitigate foreign exchange risk in Colombia. The 1996 expense
primarily represents acquisition costs incurred for the Colombia and the
Dominican Republic Projects.

    INCOME TAX BENEFIT (EXPENSE). The income of EPP is not taxable to EPP;
however, EPCA and Enron Power Philippines Corp. ("EPPC"), both wholly owned
subsidiaries of EPP, are taxable entities in their respective local
jurisdictions. The effective tax rate paid by these subsidiaries is less than
the statutory rate because a majority of the income of these subsidiaries
relates to ownership of equity investments, which is not subject to tax;
however, EPCA is subject to taxes (currently 33%) primarily on the technical
assistance fees received from TGS, net of interest expense. Dividends paid
to EPP from Centragas are subject to certain withholding taxes of 7%.

    Income taxes decreased $4.6 million for the first quarter of 1997 compared
to the first quarter of 1996 primarily due to the one-time reversal of a reserve
for certain Philippine withholding taxes based upon the repeal of a U.S. tax law
which enabled EPP to alter its tax planning strategies. Under the new
strategies, EPP believes that such cash will ultimately be received without
incurring such withholding taxes and, accordingly, management believes that a
liability for such withholding taxes is no longer required.

LIQUIDITY AND CAPITAL RESOURCES OF EPP

PRIMARY CASH REQUIREMENTS

    The primary cash requirements of EPP include the payment of dividends to its
shareholders and the payment of general and administrative expenses, including
salaries, overhead, debt service obligations and costs incurred under the
Administrative Services and Cost Sharing Agreements between Enron and EPP. EPP
may also use cash to satisfy its payment obligations, if any, under various
shareholder and credit agreements relating to the Project Companies and under a
Master Contribution Agreement among EPP, Enron and certain of their
subsidiaries (the "Contribution Agreement").  Pursuant to the Contribution
Agreement, Enron maintains certain commitments on behalf of EPP for the benefit
of certain Project Companies, as required by project lenders and certain other
third parties. In most instances, EPP has agreed to indemnify Enron against
liabilities that may be incurred under such commitments. Although these
indemnity obligations could result in certain otherwise nonrecourse liabilities
becoming recourse to EPP, EPP believes the events which would trigger liability
are remote, and therefore does not expect these obligations to create any
additional liability. If, however, EPP were required to make significant
payments to Enron under the Contribution Agreement, EPP believes it would have
adequate cash resources, would





                                       11
<PAGE>   14
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


be able to obtain financing for such payments from Enron or other sources or
would be able to cause its subsidiaries to pay to EPP cash dividends sufficient
to make such payments. However, there can be no assurance that sufficient cash,
dividends or funds from other sources would be available for such purpose.

    On March 14, 1997, EPP paid a quarterly dividend of approximately $6.1
million, or $0.25 per share.

PRIMARY SOURCES OF CASH

    Primary sources of cash for EPP consist of cash on hand, dividends from the
Project Companies, technical assistance fees and long-term loans of project
cash balances which are currently restricted by local regulations from being
declared as dividends. The ability of the Project Companies to pay dividends
will be dependent on the future earnings and debt repayment obligations of such
subsidiaries, dividend restrictions included in credit agreements at the
project level, applicable currency restrictions, income and other taxes,
applicable laws and the declaration of dividends by the boards of directors of
each of the Project Companies. Project financings typically require that
certain cash reserves be established at each Project Company and that certain
additional capital and legal requirements be satisfied before the Project
Company may pay dividends to its shareholders. However, each of EPP's
subsidiaries has a stated dividend policy, set forth in its shareholders
agreement, of maximizing after-tax cash distributions to shareholders after
taking into consideration capital requirements and applicable legal
requirements. In the future, the Project Companies may also borrow funds or
otherwise accept encumbrances on their earnings resulting in further possible
constraints on their ability to pay dividends to EPP.

    On March 5, 1997, EPP received $47.0 million in connection with the
exercise by Enron of its option to acquire EPP common shares ("Common Shares").
EPP used a portion of the proceeds from this option exercise to repay the $36.6
million note payable to Enron.

    In the first three months of 1997, EPP loaned approximately $8.6 million to
Enron in the form of a note receivable.  The note bears interest at 5.4%
payable quarterly and matures in October 2011 or on demand. Such note was 
called in April 1997.

    During the first three months of 1997, EPP made additional cost overrun
loans ("COLs") to SECLP in the amount of $1.8 million for construction-related
items. The COLs now total in the aggregate $10.3 million, bear interest at
13.5% and are due in semiannual principal and interest payments through
December 15, 2005.

    In the first three months of 1997, Subic Power Corp. ("Subic") and Batangas
Power Corp. ("Batangas") paid $3.0 million and $9.0 million in dividends,
respectively, of which EPPC received approximately $6.0 million. EPCA received
approximately $14.2 million in dividends from CIESA in the first three months
of 1997. EPP received approximately $1.5 million in dividends from Puerto
Quetzal Power Corp. ("PQPC") in the first three months of 1997.  During the
first three months of 1997, Centragas declared dividends of approximately $29.9
million, approximately $14.6 million of which is expected to be received by EPP
incrementally through December 1997. SECLP and SEOM paid no dividends during
the first three months of 1997.

    On April 2, 1997, EPP received approximately $2.2 million of the declared
dividends from Centragas.

LONG-TERM FINANCING POLICY

    EPP's business strategy is to generate long-term growth in earnings per
share, dividends and cash flow by acquiring interests in additional power and
natural gas pipeline projects from Enron and third parties. EPP currently
expects to fund any such acquisitions from Enron by issuing additional Common
Shares and to fund acquisitions from third parties with Common Shares, cash or
debt. EPP believes that it will have sufficient cash to meet its obligations
for the foreseeable future.





                                       12
<PAGE>   15
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


PIPELINE OPERATIONS

    Equity in earnings of the pipeline operations represents EPP's 33 1/3%
interest in CIESA (increased from 25% on July 31, 1996), which owns 70% of TGS,
and EPP's 49% interest in Centragas which EPP acquired in May 1996 and which
began full commercial operation in February 1996. See "Results of Operations of
EPP - General."

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 VS. THE THREE
MONTHS ENDED MARCH 31, 1996

    Presented below is a summary of income statement information for the
combined pipeline operations of CIESA and Centragas for the first quarter of
1997 and 1996 on a U.S. Generally Accepted Accounting Principles ("GAAP"),
historical U.S. dollar, 100% ownership basis. The results for the first quarter
of 1996 have been restated to include the operations of Centragas. See "Results
of Operations of EPP - General."





                                       13
<PAGE>   16
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)




<TABLE>
<CAPTION>                                                                                                              
                                                                THREE MONTHS                           
                                                               ENDED MARCH 31,                        
                                                        ----------------------------
(In thousands)                                              1997            1996                      
------------------------------------------------------------------------------------
                                                                          (RESTATED)                   
<S>                                                     <C>              <C>                           
Gas transportation revenues                             $   105,169      $   101,032                   
Gas processing revenues                                       8,545           10,946                   
                                                        ----------------------------
    Total Revenues                                          113,714          111,978                   
Operating, administrative and selling expenses              (32,677)         (32,775)                  
Interest income                                                 749            1,520                   
Interest expense, net of capitalized interest               (20,625)         (20,370)                  
Other income                                                    555            1,484                   
                                                        ----------------------------
    Income Before Minority Interest and Income Taxes         61,716           61,837                   
Minority interest                                           (12,269)         (12,729)                  
Income tax expense                                          (24,911)         (19,217)                  
                                                        ----------------------------
    Net Income                                          $    24,536      $    29,891                   
                                                        ============================
EPP's Equity in Earnings of Pipeline Operations         $     8,064      $     8,855                   
                                                        ============================
</TABLE>

    GAS TRANSPORTATION REVENUES. Transportation revenues increased $4.1 million
(4%) primarily due to the extension of certain firm transportation agreements
and the 1.5% increase in tariff rates at TGS.

    GAS PROCESSING REVENUES. During the first quarter of 1997 as compared to
the first quarter of 1996, processing revenues decreased by $2.4 million (22%)
primarily due to scheduled plant maintenance at the Cerri Complex in Argentina
during which the capacity of the facility was improved. Centragas does not
generate any processing revenues.

    OPERATING, ADMINISTRATIVE AND SELLING EXPENSES. Operating, administrative
and selling expenses remained relatively unchanged from the first quarter of
1996 compared to the first quarter of 1997.

    INTEREST INCOME. Interest income decreased $0.8 million (51%) during the
first quarter of 1997 compared to the same period in 1996 primarily due to
lower average short-term investment balances and lower interest rates at TGS
and CIESA.

    INTEREST EXPENSE, NET OF CAPITALIZED INTEREST. Interest expense, net of
capitalized interest, remained relatively unchanged from the first quarter of
1996 compared to the first quarter of 1997.

    INCOME TAX EXPENSE. The statutory tax rate in Argentina is 33% of taxable
net income, calculated according to Argentine tax regulations which differ in
certain respects from accounting practices followed under Argentine GAAP for
the preparation of financial statements. The statutory tax rate in Colombia is
35% of taxable net income, calculated according to Colombian tax regulations.
The effective tax rate for Centragas differs from the statutory tax rate
primarily due to the taxable effects of inflation and foreign currency exchange
fluctuations under Colombian tax regulations, which are eliminated for U.S.
GAAP reporting. Fluctuations in the value of the Colombian peso will result in
increases or decreases in local income taxes.

    Income tax expense in the first quarter of 1997 increased $5.7 million
(30%) compared to the first quarter of 1996 primarily due to the effect of the
increase in the Argentine statutory income tax rate from 30% to 33% in
September 1996 and increased taxable income in Argentina.





                                       14
<PAGE>   17
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


LIQUIDITY AND CAPITAL RESOURCES OF PIPELINE OPERATIONS

    As of March 31, 1997, TGS had access to approximately $300 million under a
global program to issue up to $500 million of debt securities. In addition, TGS
had access to $200 million of debt securities under the shelf registration
statement filed with the Securities and Exchange Commission during 1996.

    In January and February 1997, the board of directors and shareholders of
TGS, respectively, approved the creation of a new global program for the
issuance of short-term debt securities for a maximum amount of $150 million. In
April 1997, TGS issued approximately $100 million in debt securities at 5.80% 
due in July 1997.

    On April 22, 1997, CIESA issued a five year $220 million debt security at
the three month London Interbank Offering Rate plus 2%. CIESA used these 
proceeds to retire a $220 million bridge credit facility.

    TGS believes that cash flows from operations supplemented with external
debt financing will provide sufficient liquidity to fund its capital
expenditures, pay dividends, cover its debt service and provide sufficient
working capital.

    As of March 31, 1997, CIESA's total capitalization amounted to $1.4
billion. Total capitalization was comprised of debt of $834 million,
shareholders' equity of $353 million and minority interest of $259 million.
Debt as a percentage of total capitalization increased from 55% at December 31,
1996, to 58% at March 31, 1997.

    Future capital expenditures for Centragas are expected to be minimal.
Centragas expects to meet cash requirements from liquidity using cash flows
from operations.

POWER OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 VS. THE THREE
MONTHS ENDED MARCH 31, 1996

    Presented below is a summary of income statement information for the
combined power operations of the Philippine power plants located in Subic Bay
("Subic Plant") and Batangas ("Batangas Plant") with the Puerto Quetzal Plant
in Guatemala ("Puerto Quetzal Plant") and the Puerto Plata Plant in the
Dominican Republic ("Puerto Plata Plant") for the first quarter of 1997 and
1996 on a U.S. GAAP, historical U.S. dollar, 100% ownership basis. The results
for the first quarter of 1996 have been restated to include the operations of
the Puerto Plata Plant, which was acquired in June 1996.  See "Results of
Operations of EPP - General."





                                       15
<PAGE>   18
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


<TABLE>
<CAPTION>
                                                         THREE MONTHS
                                                        ENDED MARCH 31,
                                                -----------------------------
(In thousands)                                       1997            1996
-----------------------------------------------------------------------------
                                                                  (RESTATED)
<S>                                             <C>              <C>
Capacity revenues                               $     30,396     $     28,087
Variable revenues                                     24,818           24,730
                                                -----------------------------
    Total Revenues                                    55,214           52,817
Fuel cost                                            (17,181)         (17,075)
Operating and administrative expenses                 (9,297)          (8,581)
Depreciation and amortization expense                 (8,705)          (9,286)
                                                -----------------------------
    Net Operating Income                              20,031           17,875
Interest expense, net                                 (8,450)          (8,728)
Other expense, net                                    (1,322)            (831)
                                                -----------------------------
    Income Before Income Taxes                        10,259            8,316
Income tax expense                                    (1,464)          (1,266)
                                                -----------------------------
    Net Income                                  $      8,795     $      7,050
                                                =============================
EPP's Equity in Earnings of Power Operations    $      4,417     $      3,525
                                                =============================
</TABLE>

    REVENUES. A significant portion of each Project Company's revenue is
attributable to payments tied to the capacity of the respective plant, whether
on annual availability (the Subic and Batangas Plants) or an annual capacity
test (the Puerto Quetzal and Puerto Plata Plants). Capacity revenues increased
$2.3 million (8%) in the first quarter of 1997 compared to the first quarter of
1996 primarily due to the increases at the Subic and Batangas Plants ($1.3
million) and the increase at the Puerto Plata Plant ($0.8 million). The
increase in capacity revenues at the Subic and Batangas Plants for the first
quarter of 1997 was primarily attributable to more efficient operations. The
increase in capacity revenues at the Puerto Plata Plant was primarily due to
a full quarter of operations in 1997 versus the shorter 1996 operating quarter
resulting from the commencement of commercial operations on January 16, 1996.

    The second type of payment, an energy fee, varies directly with actual
output and, under the current cost structures of the plants, essentially covers
variable costs. Total variable revenues remained relatively unchanged from the
first quarter of 1996 to the first quarter of 1997. Variable revenues at the
Puerto Quetzal Plant decreased $1.1 million for the first quarter of 1997
primarily due to lower fuel prices. Variable revenues at the Puerto Plata Plant
increased $0.9 million for the first quarter of 1997 primarily due to increased
output. Variable revenues remained relatively unchanged for the first quarter 
of 1997 at the Subic and Batangas Plants.

    FUEL COST. Fuel cost is the expense for the fuel burned at the Puerto
Quetzal and Puerto Plata Plants.  An Enron affiliate supplies fuel to these
plants at market-based rates. Total fuel cost remained relatively unchanged
from the first quarter of 1997 to the first quarter of 1996. Fuel cost at the
Puerto Quetzal Plant decreased $0.5 million for the first quarter of 1997
primarily due to the lower fuel prices discussed above. Fuel cost at the Puerto
Plata Plant increased $0.6 million for the first quarter of 1997 primarily due
to the increased output discussed above. Fuel is provided to the Subic and
Batangas Plants by their customer, National Power Corporation, at no cost to
these plants.

    OPERATING AND ADMINISTRATIVE EXPENSES. Operating and administrative
expenses increased $0.7 million (8%) in the first quarter of 1997 compared to
the first quarter of 1996. The increase was primarily due to increased
operating and administrative expenses of the Puerto Plata Plant ($1.4 million),
partially offset by decreased operating and administrative expenses at the
Subic Plant ($0.2 million), the Batangas Plant ($0.2 million) and the Puerto
Quetzal Plant ($0.3 million). The increase in operating and administrative
expenses at the Puerto Plata Plant for the first quarter of 1997 was primarily
due to costs incurred in connection with scheduled maintenance outages in
February and March 1997 and increased professional services. The decreases in
operating and administrative expenses for the first quarter of 1997 at the
Subic, Batangas and Puerto Quetzal Plants were primarily due to lower
maintenance expenses.





                                       16
<PAGE>   19
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                   PART I. FINANCIAL INFORMATION  (CONTINUED)
                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


    DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
decreased $0.6 million (6%) in the first quarter of 1997 compared to the first
quarter of 1996. The decrease was due primarily to lower depreciation and 
amortization at the Puerto Plata Plant ($0.5 million).

    INTEREST EXPENSE, NET. Interest expense, net decreased $0.3 million (3%) in
the first quarter of 1997 compared to the first quarter of 1996. The decrease
is primarily due to lower debt principal balances at the Subic and Batangas
Plants. Interest expense remained relatively unchanged from the first quarter
of 1996 to the first quarter of 1997 at the Puerto Quetzal and Puerto Plata
Plants.

    INCOME TAX EXPENSE. Income tax expense is the tax on the power plants in
their respective local jurisdictions. On an aggregate basis, the effective tax
rate for the Subic and Batangas Plants is less than the statutory rate due to
the Subic and Batangas Plants being granted certain income tax holidays and
concessions. PQPC is organized as a U.S.  domiciled company with a foreign
branch office. SECLP has been granted an income tax holiday for the life of the
project. Income tax expense remained relatively unchanged in the first quarter
of 1997 compared to the same period in 1996.

LIQUIDITY AND CAPITAL RESOURCES OF POWER OPERATIONS

    Capital expenditures for the power plant operations are expected to be
insignificant in 1997. The power plant operations expect to meet short and
long-term liquidity needs using cash flows from operations. If a specific power
plant has short-term liquidity needs that cannot be met with cash flows from
operations, it is expected that such plant would borrow or be advanced the
necessary funds from an affiliated company.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

    The statements in this Quarterly Report on Form 10-Q that are not
historical information are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although EPP believes that its
expectations are based on reasonable assumptions, it can give no assurance that
its goals will be achieved. Important factors that could cause actual results
to differ materially from those in the forward looking statements herein
include political developments in foreign countries, the timing and success of
Enron's efforts to develop international power, pipeline and other
infrastructure projects and conditions of the capital markets and equity
markets during the periods covered by the forward looking statements.





                                       17
<PAGE>   20
                     ENRON GLOBAL POWER & PIPELINES L.L.C.

                                    PART II.
                               OTHER INFORMATION

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

    None.

ITEM 5.          OTHER MATTERS

    None

ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits:

         10.1    Amendment No. 3, dated December 28, 1992 to Shareholders
Agreement dated as of November 13, 1992, among EPCA, Citicorp Equity Investments
S.A. ("Citicorp"),  Compana Naviera Perez Companc S.A.C.F.I.M.F.A. ("Perez
Companc") and Argentina Private Development Trust Company Limited.

         10.2    Amendment No. 4, dated March 30, 1994 to the Shareholders
Agreement, and Amendment No. 5, dated March 30, 1994, to the Owners Agreement
dated as of November 13, 1992, among EPCA, Citicorp and Perez Companc.

         10.3    Further Supplemental Trust Deed relating to U.S. $350,000,000
Euro Medium-Term Notes Programme, dated October 23, 1996, between TGS and
Citicorp Trustee Company Limited.

         27      Financial Data Schedule

    (b)  Reports on Form 8-K:

         None




                                      18
<PAGE>   21
                                   SIGNATURES


    Pursuant to the requirements 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.


                                        ENRON GLOBAL POWER & PIPELINES L.L.C.
                                        (Registrant)


Date:  May 7, 1997                      By /s/ RODNEY L. GRAY
                                           ------------------------------------
                                           Rodney L. Gray
                                           Chairman and Chief Executive Officer




Date:  May 7, 1997                      By /s/ Kurt S. Huneke
                                           ------------------------------------
                                           President
                                           (Chief Financial and
                                           Accounting Officer)





                                      19
<PAGE>   22
                               INDEX TO EXHIBITS

    EXHIBIT
    NUMBER
    -------
    
         10.1    Amendment No. 3, dated December 28, 1992 to Shareholders
                 Agreement dated as of November 13, 1992, among EPCA Citicorp
                 Equity Investments S.A. ("Citicorp"),  Compana Naviera Perez
                 Companc S.A.C.F.I.M.F.A. ("Perez Companc") and Argentina
                 Private Development Trust Company Limited.

         10.2    Amendment No. 4, dated March 30, 1994 to the Shareholder
                 Agreement, and Amendment No. 5, dated March 30, 1994, to the
                 Owners Agreement dated as of November 13, 1992, among EPCA,
                 Citicorp and Perez Companc.

         10.3    Further Supplemental Trust Deed relating to U.S. $350,000,000
                 Euro Medium-Term Notes Programme, dated October 23, 1996,
                 between TGS and Citicorp Trustee Company Limited.

         27      Financial Data Schedule