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                                                                   EXHIBIT 10.19

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                                        
     This Second Amendment to Employment Agreement (this "Amendment"), dated
July 27, 1998, is by and between EEX Corporation, a Texas corporation (the
"Company) as the successor to Enserch Exploration, Inc., and Thomas M Hamilton
(the "Executive").

                                    RECITALS

     A.  The Company and the Executive are parties to that certain Employment
Agreement (the "Employment Agreement") dated January 13, 1997, as amended.

     B.  The Company and the Executive now desire to make certain further
amendments to the Employment Agreement.

     NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Employment Agreement is hereby modified, adjusted and amended
as follows:

     1.  All capitalized terms used in this Amendment and not otherwise defined
herein shall have the meaning ascribed to such terms in the Employment
Agreement.

     2.  Article 6.8 of the Employment Agreement is deleted in its entirety.
The following definitions in Articles 6.4 and 6.5 of the Employment Agreement
are amended and restated in their entirety to read as follows:


6.4  STOCK OPTIONS.  On or promptly after the Effective Date, the Company shall
     grant to the Executive an initial signing bonus award of Stock Options to
     acquire 1,000,000 shares of the common stock of the Company with an
     exercise price based on the average of the high and low prices on the date
     of grant and granted as follows:  An option for 500,000 of the shares will
     be granted by the Compensation Committee pursuant to the Stock Incentive
     Plan and shall be conditioned upon the execution by the Executive of a
     stock option agreement substantially in the form as attached hereto as
     Exhibit A, and an option with substantially identical terms for the
     remaining 500,000 shares will be granted by the Board by special award and
     shall be conditioned upon the execution by the Executive of a stock option
     agreement substantially in the form as attached hereto as Exhibit B. The
     exercise price per share under such option shall be the fair market value
     of the stock as of the date of the grant of such option.  The Options
     granted to the Executive during the term of this Agreement beyond the
     initial grant shall be Non-Qualified Stock Options and shall be pursuant
     to, and conditioned upon the execution by the Executive of, stock option
     agreements with terms and conditions consistent with those between the
     Company's other senior executives and the Company.  No Stock Options shall
     be granted subsequent to termination of employment.  The Company shall use
     its best efforts to cause a registration statement on form S-8 (or
     comparable successor form) covering all shares subject to Stock Options

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     granted to the Executive to remain effective until sixty (60) days after
     the later of exercise or termination of all Stock Options granted to the
     Executive.

6.5  RESTRICTED STOCK BONUSES.  On or promptly after the Effective Date, the
     Company shall award to the Executive an initial Restricted Stock Bonus for
     100,000 shares of performance-based restricted stock of the Company
     pursuant to its Stock Incentive Plan and conditioned upon the execution by
     the Executive of a Restricted Stock Agreement substantially in the form
     attached hereto as Exhibit D.Subject to annual determinations at the
     discretion of the Compensation Committee, the Company shall award annually
     to the Executive Restricted Stock Bonuses for additional shares of
     performance-based restricted stock of the Company with performance
     requirements as determined by the Compensation Committee that may vary from
     the initial award but that are consistent with performance requirements for
     awards of performance-based restricted stock to other senior executives of
     the Company.  Such shares shall be restricted so that no share may be
     transferred or alienated in any way (except through passage under will or
     by the laws of descent and distribution upon the Executive's death) until
     the shares are vested, at which time the restriction will lapse with
     respect to the vested shares.  Such awards shall be granted pursuant to,
     and conditioned upon, execution by the Executive of restricted stock
     agreements with terms and conditions consistent with those of other senior
     executives of the Company.  No Restricted Stock Bonuses shall be granted
     subsequent to termination of employment.  The Company shall use its best
     efforts to cause a registration statement on form S-8 (or comparable
     successor form) covering all shares of restricted stock granted to the
     Executive as Restricted Stock Bonuses to remain effective until sixty (60)
     days after the lapse of all restrictions on the shares of restricted stock
     granted to the Executive as Restricted Stock Bonuses.

     3.  The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the
Employment Agreement shall remain in full force and effect and in accordance
with its terms.

     4.   THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF TEXAS, OTHER THAN THE CONFLICTS OF LAW RULES THEREOF.

     5.  This Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signature of all parties hereto be contained on
any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument.

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IN WITNESS HEREOF, the parties hereto have caused this Amendment to be executed
as of the date first written above.

EEX CORPORATION


By:
   ------------------------------------
   Printed Name:
   Title:


THOMAS M HAMILTON

 
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