Exhibit 10.54

     SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This Agreement, entered into on this11th day of
October, 1999, and made effective as of July 1, 1999, by and
between Enron Corp., an Oregon corporation ("Company")
having its headquarters at 1400 Smith Street, Houston, Texas
77002, and Joseph W. Sutton ("Employee"), an individual
residing at 31 Half Moon Court, The Woodlands, Texas 77380,
is an amendment to that certain Executive Employment
Agreement between the Company and Employee entered into the
23rd day of June, 1998, and made effective as of June 23,
1998 (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:

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

     2. 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 one hundred percent (100%) of the then current
     Monthly Base Salary and Bonus as described on Exhibit
     "A" as if Employee's employment (which shall cease on
     the date of such Involuntary Termination) had continued
     for the full Term of this Agreement.  Further, 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 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.  All
     outstanding grants of stock options (excluding AESOP)
     and restricted stock, which are unvested, shall become
     fully vested upon Involuntary Termination."

     3. Article 7, Section 7.1 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 7.  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 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 CORP.


                              By: /s/ KENNETH L. LAY
                              Name:   Kenneth L. Lay
                              Title:  Chairman & CEO
                              This 19th day of November, 1999



                              JOSEPH W. SUTTON


                              /s/ JOSEPH W. SUTTON
                              This 19th day of November, 1999