Exhibit 10.53

         AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
          BETWEEN ENRON CORP. AND JOSEPH W. SUTTON

     This Agreement, made, entered into and effective as of
the 5th day of May, 1999 (the "Effective Date"), by and
between Enron Corp., an Oregon corporation, having offices
at 1400 Smith Street, Houston, Texas 77002 ("Employer"), and
Joseph W. Sutton, an individual currently residing at  31
Half Moon Court, The Woodlands, Texas 77380 ("Employee"), is
an amendment to that certain Executive Employment Agreement
between Enron Corp. and Employee, effective the 23rd day of
June, 1998 (the "Executive Employment Agreement").

     WHEREAS, the parties desire to amend the Executive
Employment Agreement to change the provisions for Long Term
Incentive Compensation in Exhibit A thereto;

     NOW, THEREFORE, in consideration of the covenants
contained herein, and for other good and valuable
consideration, the parties agree as follows:

     1.   The provision for Long Term Incentive Compensation in
Exhibit A to the Executive Employment Agreement is deleted
and the following is inserted in its place:

     "Long Term Incentive Compensation:

     Employee shall receive the following long term
     incentive compensation.

     For 1998: (1) a grant pursuant to the Enron Corp. 1991
     Stock Plan ("91 Stock Plan") of Restricted Stock in
     January, 1999, or in January of a subsequent year if
     the following cumulative provisions apply, having a
     grant value of $1,060,000 and conditioned on Enron
     International meeting at least 80% of its 1998 after
     tax net income target ("80% Target"); such 80% Target
     shall be a cumulative percentage over a five year
     period beginning with 1998 so that if the employee
     misses a target in any single year, the employee shall
     have the ability to receive such a grant in a future
     year based on a cumulative year average of 80% or
     greater; such a grant of Restricted Stock shall vest
     25% on the date of grant and thereafter, conditioned on
     Employee's continued employment with Employer, in
     annual 25% increments on the anniversary dates of said
     grant, and (2) a grant pursuant to the '91 Stock Plan
     of 100,000 Stock Options made at the time of entering
     into this Agreement, to vest, conditioned on Employee's
     continued employment with Employer, in increments of
     25% on December 31 on each of the next four years.

     For years 1999 through 2002, Employee shall be granted
     Stock Options pursuant to the '91 Stock Plan having a
     value based on Black Scholes (as determined annually by
     the Compensation Committee of the Enron Corp. Board of
     Directors similar to other Enron Corp. executives) of
     $1,060,000 for each year.  For example if the Black
     Scholes value of an Enron Corp. Stock Option was
     $10.60, Employee would receive 100,000 Stock Options
     ($1,060,000/$10.60)  These Stock Options will be
     granted on 12/31/98, 12/31/99, 12/31/00, and 12/31/01
     and shall vest, conditioned on Employee's continued
     employment with Employer, in 25% increments on December
     31 of each of the four years following the date of
     grant.

     Employee shall also receive grants pursuant to the '91
     Stock Plan of Restricted Stock in January 2000, 2001,
     2002 and 2003, or in January of a subsequent year (but
     no subsequent year later than January 2003) if the
     following cumulative provision apply, each having a
     grant value of $1,060,000, conditioned on Enron
     International meeting at least 80% of its after tax net
     income target ("80% Target") for calendar years 1999,
     2000, 2001 and 2002, respectively.  Such 80% Target
     shall be a cumulative percentage over the five year
     period (1998 - 2002) so that if an 80% Target is not
     met for any single year, during the 1998 - 2002 period,
     Employee may become eligible to receive such grant for
     such a missed year if the cumulative average of such
     80% Targets for such missed year and prior or
     subsequent year(s) during this 1998 - 2002 period meets
     or exceeds the cumulative 80% Targets.  Such grants of
     Restricted Stock will vest 25% on the date of grant and
     thereafter, conditioned on Employee's continued
     employment with Employer, in annual 25% increments on
     the anniversary dates of such grants.

     Each grant of long term incentive compensation pursuant
     to the '91 Stock Plan shall have standard termination
     provisions and be evidenced by a written award
     agreement."

     2.  This Agreement is an amendment to the Executive
Employment Agreement, and the parties agree that all other
terms, conditions and stipulations contained in the
Executive Employment Agreement 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 Effective Date.

                              ENRON CORP.


                              By: /s/ MARY K. JOYCE
                              Name:   Mary K. Joyce
                              Title:  Vice President
                              This ____ day of ______, 1999


                              JOSEPH W. SUTTON


                              /s/ JOSEPH W. SUTTON
                              This____ day of ______, 1999