Exhibit 10.56

      FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement, entered into on this 27th day of
December, 1999, and made effective as of December 27, 1999,
by and between Enron Operations Corp., a Delaware
corporation ("Employer") having its headquarters at 1400
Smith Street, Houston, Texas 77002 and Enron Corp., an
Oregon corporation having its headquarters at 1400 Smith
Street, Houston, Texas 77002, and Stanley C. Horton
("Employee"), an individual residing at 70 Champions Bend
Circle, Houston, Texas 77069, is an amendment to that
certain Executive Employment Agreement between the Company
and Employee entered into the 15th day of October, 1996, and
made effective as of October 1, 1996 (the "Employment
Agreement").

     WHEREAS, the parties desire to amend the Employment
Agreement to provide compensation and to make other
amendments to the Employment Agreement as provided herein;

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

     3.   Effective December 1, 1999, the Employment Agreement is
       assigned by Enron Operations Corp. to, and assumed by Enron
       Corp.  Any reference to Employer in the Employment Agreement
       shall mean Enron Corp.  Employee consents to such assignment
       and assumption, and releases Enron Operations Corp. from
       every obligation under the Employment Agreement.  Enron
       Corp. assumes every obligation of Enron Operations Corp.
       under the Employment Agreement.

     4.   Exhibit "A" to the Employment Agreement is hereby
       deleted in its entirety and the attached Exhibit "A" is
       inserted in its entirety.

     5.   Article 3, Section 3.5 of the Employment Agreement is
       hereby deleted in its entirety and the following is inserted
       in its place:

          "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 payment of one (1) year's pay as
          described herein.  The payment shall be calculated
          by taking the average of Employee's annual base
          salary and performance bonus for the last two (2)
          years of Employee's employment for a payment
          equivalent to one (1) year's base and bonus.  The
          first fifty-percent (50%) of the payment shall be
          paid equally on a monthly basis for the first six
          (6) months following termination of the employment
          relationship.  The remaining fifty-percent (50%)
          shall be paid at the end of the six (6) month
          period provided Employee has met the non-
          competition obligations of this Agreement.  Upon
          an Involuntary Termination after the Term expires,
          Employee shall be entitled to receive Employee's
          Monthly Base Salary for three (3) months after the
          date of termination of the employment
          relationship; provided, Employee has met the non-
          competition obligations of this Agreement.  The
          payment shall be calculated based upon Employee's
          Monthly Base Salary immediately preceding
          termination of the employment relationship.
          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 Involun
          tary 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."

          3.   Article 6, Section 6.1 of the Employment
          Agreement is hereby deleted in its entirety
          and the following is inserted in its entirety:

          "6.1 As part of the consideration for the
          compensation and benefits to be paid to
          Employee hereunder, in keeping with
          Employee's duties as a fiduciary and in order
          to protect Employer's interest in the
          confidential information of Employer and the
          business relationships developed by Employee
          with the clients and potential clients of
          Employer, and as an additional incentive for
          Employer to enter into this Agreement,
          Employer and Employee agree to the non-
          competition provisions of this Article 6.
          Employee agrees that during the period of
          Employee's non-competition obligations
          hereunder, Employee will not, directly or
          indirectly for Employee or for others, in any
          geographic area or market where Employer or
          any of its affiliated companies are
          conducting any business as of the date of
          termination of the employment relationship or
          during the previous twelve months conducted
          any business:

               (i)  engage in any business competitive
          with the business conducted by Employer;

               (ii) render advice or services to, or
          otherwise assist, any other person,
          association, or entity who is engaged,
          directly or indirectly, in any business
          competitive with the business conducted by
          Employer; or

               (iii) induce any employee of
          Employer or any of its affiliates to
          terminate his or her employment with Employer
          or its affiliates, or hire or assist in the
          hiring of any such employee by person,
          association, or entity not affiliated with
          Enron.

          These non-competition obligations shall
          extend until (a) one year after termination
          of the employment relationship upon a
          Voluntary Termination during the Term of this
          Agreement; (b) six (6) months after the date
          of termination of the employment relationship
          upon an Involuntary Termination; or (c) in
          the event the Term of the Agreement has
          expired, three (3) months after the date of
          termination of the employment relationship,
          whichever event is applicable."

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

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


                              ENRON OPERATIONS CORP.


                              By: /s/ ELAINE V. OVERTURF
                              Name:   Elaine V. Overturf
                              Title:  Deputy Corporate
                                      Secretary
                              This 11th day of January, 2000


                              ENRON CORP.


                              By: /s/ JOSEPH W. SUTTON
                              Name:   Joseph W. Sutton
                              Title:  Vice Chairman
                              This 27th day of December, 1999


                              STANLEY C. HORTON


                              /s/ STANLEY C. HORTON
                              This 27th day of December, 1999