Exhibit 10.18

                     SECOND AMENDMENT TO
                 ENRON CORP. 1991 STOCK PLAN
       (As Amended and Restated Effective May 4, 1999)


WHEREAS, ENRON CORP. (the "Company") and the stockholders of
the Company have heretofore approved and adopted the Enron
Corp. 1991 Stock Plan (As Amended and Restated Effective May
4, 1999)(the "Plan"); and

WHEREAS, the Company desires to amend the Plan.

NOW, THEREFORE, the Plan is amended as follows:

1.   Section 2.2 is deleted and the following is inserted in
     its place:

     "2.2 Subject to the terms of the Plan and applicable
     law, the Committee shall have sole power, authority and
     discretion to: (i) designate Participants; (ii)
     determine the types of Awards to be granted to a
     Participant under the Plan; (iii) determine the number
     of Shares to be covered by or with respect to which
     payments, rights, or other matters are to be calculated
     in connection with Awards; (iv) determine the terms and
     conditions of any Award; (v) determine whether, to what
     extent, under what circumstances and how Awards may be
     settled or exercised in cash, Shares, other securities,
     other Awards, or other property, or may be canceled,
     forfeited, or suspended; (vi) determine whether, to
     what extent, and under what circumstances cash, Shares,
     other securities, other Awards, other property, and
     other amounts payable with respect to an Award under
     the Plan shall be deferred either automatically or at
     the election of the holder thereof or of the Committee;
     (vii) interpret, construe and administer the Plan and
     any instrument or agreement relating to an Award made
     under the Plan; (viii) establish, amend, suspend, or
     waive such rules and regulations and appoint such
     agents as it shall deem appropriate for the proper
     administration of the Plan; (ix) make a determination
     as to the right of any person to receive payment of an
     Award or other benefit; (x) except for awards made to
     persons subject to Rule 16b-3 promulgated by the
     Securities and Exchange Commission under the Securities
     Exchange Act of 1934, as amended, or New York Stock
     Exchange listing requirements, delegate to individuals
     in specified officer positions of the Company the
     authority to make and issue awards for a specified
     number of Shares subject to the terms and provisions of
     the Plan, and (xi) make any other determination and
     take any other action that the Committee deems
     necessary or desirable for the administration of the
     Plan.


2.   Paragraph (u) under Section 11 regarding definitions is
deleted and the following definition of "Retirement" is
inserted in its place:

     (u)  "Retirement" shall mean (i) (a) with respect to an
     Employee of the Company or one of its Affiliates, with
     the consent of the Committee, after age 55 with at
     least five years of service, the Employee's termination
     of employment, or (b) upon or after age 71 the
     employee's termination of employment and commencement
     of receipt of benefits accrued under the Enron Corp.
     Cash Balance Plan, and (ii) with respect to a Director
     of the Company, with the consent of a majority of the
     Board of Directors of the Company, termination of
     service as a Director or Honorary Director after at
     least five (5) years of continuous service, or upon or
     after the date the Director attains age 72."

AS AMENDED HEREBY, the Plan is specifically ratified and
reaffirmed.

Date:  October 13, 1999            ENRON CORP.


                              By:  /s/ MARY K. JOYCE
                                    Mary K Joyce
                              Title: Vice-President,
                                     Compensation & Benefits

ATTEST:


By: /s/ REBECCA C. CARTER
Title: