UNITED STATES SECURITIES AND EXCHANGE
                         COMMISSION
                   WASHINGTON, D.C. 20549
                          FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000



               Commission File Number 1-13159
                         ENRON CORP.
   (Exact name of registrant as specified in its charter)


            Oregon                            47-0255140
(State or other jurisdiction of      (I.R.S. Employer Identification
incorporation or organization)                 Number)


        Enron Building
      1400 Smith Street
        Houston, Texas                          77002
(Address of principal executive               (Zip Code)
           offices)


                          (713) 853-6161
       (Registrant's telephone number, including area code)



     Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
Yes [X]    No [ ]


     Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest
practicable date.

            Class               Outstanding at April 30, 2000

  Common Stock, No Par Value        732,044,320 shares





                          1 of 27

<PAGE>
                ENRON CORP. AND SUBSIDIARIES

                      TABLE OF CONTENTS



                                                           Page No.

PART I. FINANCIAL INFORMATION

   ITEM 1. Financial Statements

        Consolidated Condensed Income Statement - Three
         Months Ended March 31, 2000 and 1999                  3
        Consolidated Balance Sheet - March 31, 2000
         and December 31, 1999                                 4
        Consolidated Statement of Cash Flows - Three
         Months Ended March 31, 2000 and 1999                  6
        Notes to Consolidated Financial Statements             7

   ITEM 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations     15


PART II. OTHER INFORMATION

   ITEM 1. Legal Proceedings                                  26

   ITEM 6. Exhibits and Reports on Form 8-K                   26


<PAGE>
<TABLE>
                       PART I. FINANCIAL INFORMATION
                       ITEM 1. FINANCIAL STATEMENTS
                       ENRON CORP. AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED INCOME STATEMENT
                  (In Millions, Except Per Share Amounts)
                                (Unaudited)


<CAPTION>
                                                      Three Months Ended
                                                            March 31,
                                                        2000        1999

<S>                                                   <C>          <C>
Revenues                                              $13,145      $7,632
Costs and Expenses
  Cost of gas, electricity and other products          11,888       6,300
  Operating expenses                                      747         670
  Depreciation, depletion and amortization                172         215
  Taxes, other than income taxes                           66          62
                                                       12,873       7,247
Operating Income                                          272         385
Other Income and Deductions
  Equity in earnings of unconsolidated affiliates         264          68
  Gains on sales of assets and investments                 18          12
  Other income, net                                        70          68
Income before Interest, Minority Interests
 and Income Taxes                                         624         533
Interest and Related Charges, net                         161         175
Dividends on Company-Obligated Preferred
 Securities of Subsidiaries                                18          19
Minority Interests                                         35          33
Income Taxes                                               72          53
Net Income Before Cumulative Effect of
 Accounting Changes                                       338         253
Cumulative Effect of Accounting Changes,
 net of tax                                                 -        (131)
Net Income                                                338         122
Preferred Stock Dividends                                  20           4

Earnings on Common Stock                              $   318      $  118

Earnings per Share of Common Stock
  Basic
     Before Cumulative Effect of Accounting Changes   $  0.44     $ 0.36
     Cumulative Effect of Accounting Changes                -      (0.19)
     Basic Earnings per Share                         $  0.44     $ 0.17

  Diluted
     Before Cumulative Effect of Accounting Changes   $  0.40     $ 0.34
     Cumulative Effect of Accounting Changes                -      (0.18)
     Diluted Earnings per Share                       $  0.40     $ 0.16

Average Number of Common Shares Used in Computation
  Basic                                                   723        683
  Diluted                                                 852        745

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
<TABLE>
                PART I. FINANCIAL INFORMATION - (Continued)
                ITEM 1. FINANCIAL STATEMENTS - (Continued)
                       ENRON CORP. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEET
                               (In Millions)
                                (Unaudited)

<CAPTION>
                                                     March 31,  December 31,
                                                       2000        1999

ASSETS

<S>                                                  <C>         <C>
Current Assets
  Cash and cash equivalents                          $   466     $   288
  Trade receivables (net of allowance for doubtful
   accounts of $35 and $40, respectively)              3,899       3,030
  Other receivables                                      453         518
  Assets from price risk management activities         3,139       2,205
  Inventories                                            437         598
  Other                                                  939         616
     Total Current Assets                              9,333       7,255

Investments and Other Assets
  Investments in and advances to unconsolidated
   equity affiliates                                   6,020       5,036
  Assets from price risk management activities         3,428       2,929
  Goodwill                                             2,905       2,799
  Other                                                5,101       4,681
     Total Investments and Other Assets               17,454      15,445

Property, Plant and Equipment, at cost
  Natural gas transmission                             6,935       6,948
  Electric generation and distribution                 3,640       3,552
  Construction in progress                             1,409       1,491
  Oil and gas, successful efforts method                 705         690
  Other                                                1,323       1,231
                                                      14,012      13,912
  Less accumulated depreciation, depletion
   and amortization                                    3,315       3,231
     Property, Plant and Equipment, net               10,697      10,681

Total Assets                                         $37,484     $33,381

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
<TABLE>
                PART I. FINANCIAL INFORMATION - (Continued)
                ITEM 1. FINANCIAL STATEMENTS - (Continued)
                       ENRON CORP. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEET
                               (In Millions)
                                (Unaudited)

<CAPTION>
                                                     March 31,   December 31,
                                                        2000         1999

LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                   <C>         <C>
Current Liabilities
  Accounts payable                                    $ 2,914      $2,154
  Liabilities from price risk management
   activities                                           2,697       1,836
  Short-term debt                                       1,884       1,001
  Other                                                 1,695       1,768
     Total Current Liabilities                          9,190       6,759

Long-Term Debt                                          8,288       7,151

Deferred Credits and Other Liabilities
  Deferred income taxes                                 1,791       1,894
  Liabilities from price risk management
   activities                                           3,510       2,990
  Other                                                 1,594       1,587
     Total Deferred Credits and Other Liabilities       6,895       6,471

Minority Interests                                      1,872       2,430

Company-Obligated Preferred Securities
 of Subsidiaries                                        1,099       1,000

Shareholders' Equity
  Second preferred stock, cumulative, no par value        129         130
  Manditorily Convertible Junior Preferred
   Stock, Series B, no par value                        1,000       1,000
  Common stock, no par value                            7,041       6,637
  Retained earnings                                     2,922       2,698
  Accumulated other comprehensive income                 (756)       (741)
  Common stock held in treasury                           (16)        (49)
  Restricted stock and other                             (180)       (105)
     Total Shareholders' Equity                        10,140       9,570

Total Liabilities and Shareholders' Equity            $37,484     $33,381

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
<TABLE>
                PART I. FINANCIAL INFORMATION - (Continued)
                ITEM 1. FINANCIAL STATEMENTS - (Continued)
                       ENRON CORP. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                               (In Millions)
                                (Unaudited)


<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                          2000        1999

<S>                                                     <C>         <C>
Cash Flows From Operating Activities
Reconciliation of net income to net cash
 provided by (used in) operating activities
  Net income                                            $   338     $   122
  Cumulative effect of accounting changes, net of tax         -         131
  Depreciation, depletion and amortization                  172         215
  Deferred income taxes                                      30           2
  Equity in earnings of unconsolidated affiliates          (264)        (68)
  Gains on sales of assets and investments                  (18)        (12)
  Changes in components of working capital                 (313)       (556)
  Net assets from price risk management activities          (52)       (518)
  Merchant assets and investments:
     Realized gains on sales                                (31)        (22)
     Proceeds from sales                                    199          26
     Additions and unrealized gains                        (517)       (135)
  Other operating activities                                 (1)        155
Net Cash Used in Operating Activities                      (457)       (660)
Cash Flows From Investing Activities
  Capital expenditures                                     (496)       (519)
  Equity investments                                       (316)       (409)
  Proceeds from sales of investments and other assets        17          43
  Acquisition of subsidiary stock                          (619)          -
  Business acquisitions, net of cash acquired               (10)        (38)
  Other investing activities                                (69)       (207)
Net Cash Used in Investing Activities                    (1,493)     (1,130)
Cash Flows From Financing Activities
  Issuance of long-term debt                              1,361         114
  Repayment of long-term debt                              (393)        (68)
  Net increase in short-term borrowings                     962       1,119
  Issuance of common stock                                  179         839
  Issuance of preferred securities of subsidiaries          105           -
  Dividends paid                                           (156)       (113)
  Net disposition of treasury stock                          70         119
  Other financing activities                                  -         (35)
Net Cash Provided by Financing Activities                 2,128       1,975
Increase in Cash and Cash Equivalents                       178         185
Cash and Cash Equivalents, Beginning of Period              288         111
Cash and Cash Equivalents, End of Period                $   466     $   296

Changes in Components of Working Capital
  Receivables                                           $ (824)     $  (549)
  Inventories                                              156           56
  Payables                                                 732          159
      Other                                               (377)        (222)
     Total                                              $ (313)     $  (556)

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<PAGE>
         PART I. FINANCIAL INFORMATION - (Continued)

         ITEM 1. FINANCIAL STATEMENTS - (Continued)
                ENRON CORP. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

   The consolidated financial statements included herein
have been prepared by Enron Corp. (Enron) without audit
pursuant to the rules and regulations of the Securities and
Exchange Commission.  Accordingly, these statements reflect
all adjustments (consisting only of normal recurring
entries) which are, in the opinion of management, necessary
for a fair statement of the financial results for the
interim periods.  Certain information and notes normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although
Enron believes that the disclosures are adequate to make the
information presented not misleading.  These consolidated
financial statements should be read in conjunction with the
financial statements and the notes thereto included in
Enron's Annual Report on Form 10-K for the year ended
December 31, 1999 (Form 10-K).

   The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results
could differ from those estimates.

   Certain reclassifications have been made in the 1999
amounts to conform with the 2000 presentation.

   "Enron" is used from time to time herein as a collective
reference to Enron Corp. and its subsidiaries and
affiliates.  The businesses of Enron are conducted by the
subsidiaries and affiliates whose operations are managed by
their respective officers.

2. SUPPLEMENTAL CASH FLOW INFORMATION

   Net cash paid for income taxes for both the first quarter
of 2000 and 1999 was $11 million.  Cash paid for interest
for the same periods, net of amounts capitalized, was $164
million and $185 million, respectively.

   Non-Cash Activity.  In the first quarter of 2000, Enron
and LJM Cayman, L.P. (LJM), a related party, entered into an
agreement which resulted in an exchange of assets.  See Note 7.

3.  LITIGATION AND OTHER CONTINGENCIES

   Enron is a party to various claims and litigation, the
significant items of which are discussed below.  Although no
assurances can be given, Enron believes, based on its
experience to date and after considering appropriate
reserves that have been established, that the ultimate
resolution of such items, individually or in the aggregate,
will not have a material adverse impact on Enron's financial
position or its results of operations.
   Litigation.  In 1995, several parties (the Plaintiffs)
filed suit in Harris County District Court in Houston,
Texas, against Intratex Gas Company (Intratex), Houston Pipe
Line Company and Panhandle Gas Company (collectively, the
Enron Defendants), each of which is a wholly-owned
subsidiary of Enron.  The Plaintiffs were either sellers or
royalty owners under numerous gas purchase contracts with
Intratex, many of which have terminated.  Early in 1996, the
case was severed by the Court into two matters to be tried
(or otherwise resolved) separately.  In the first matter,
the Plaintiffs alleged that the Enron Defendants committed
fraud and negligent misrepresentation in connection with the
"Panhandle program," a special marketing program established
in the early 1980s.  This case was tried in October 1996 and
resulted in a verdict for the Enron Defendants.  In the
second matter, the Plaintiffs allege that the Enron
Defendants violated state regulatory requirements and
certain gas purchase contracts by failing to take the
Plaintiffs' gas ratably with other producers' gas at certain
times between 1978 and 1988.  The trial court certified a
class action with respect to ratability claims.  On March 9,
2000, the Texas Supreme Court ruled that the trial court's
class certification was improper and remanded the case to
the trial court.  The Enron Defendants deny the Plaintiffs'
claims and have asserted various affirmative defenses,
including the statute of limitations.  The Enron Defendants
believe that they have strong legal and factual defenses,
and intend to vigorously contest the claims.  Although no
assurances can be given, Enron believes that the ultimate
resolution of these matters will not have a material adverse
effect on its financial position or results of operations.

   On November 21, 1996, an explosion occurred in or around
the Humberto Vidal Building in San Juan, Puerto Rico.  The
explosion resulted in fatalities, bodily injuries and damage
to the building and surrounding property.  San Juan Gas
Company, Inc. (San Juan), an Enron subsidiary, operated a
propane/air distribution system in the vicinity.  Although
San Juan did not provide service to the building, the
National Transportation Safety Board (NTSB) concluded that
the probable cause of the incident was propane leaking from
San Juan's distribution system.  San Juan and Enron strongly
disagree.  The NTSB found no path of migration of propane
from San Juan's system to the building and no forensic
evidence that propane fueled the explosion.  Enron, San
Juan, and four San Juan affiliates have been named, along
with several third parties, as defendants in numerous
lawsuits filed in U.S. District Court for the district of
Puerto Rico and the Superior Court of Puerto Rico.  These
suits, which seek damages for wrongful death, personal
injury, business interruption and property damage, allege
that negligence of Enron, San Juan and its affiliates, among
others, caused the explosion.  Enron, San Juan and its
affiliates are vigorously contesting the claims.  Although
no assurances can be given, Enron believes that the ultimate
resolution of these matters will not have a material adverse
effect on its financial position or results of operations.

   Trojan Investment Recovery.  In early 1993, PGE ceased
commercial operation of Trojan.  In April 1996 a circuit
court judge in Marion County, Oregon, found that the OPUC
could not authorize PGE to collect a return on its
undepreciated investment in Trojan, contradicting a November
1994 ruling from the same court.  The ruling was the result
of an appeal of PGE's March 1995 general rate order which
granted PGE recovery of, and a return on, 87% of its
remaining investment in Trojan.  The 1994 ruling was
appealed to the Oregon Court of Appeals and was stayed
pending the appeal of the OPUC's March 1995 order.  Both PGE
and the OPUC separately appealed the April 1996 ruling,
which appeals were combined with the appeal of the November
1994 ruling at the Oregon Court of Appeals.  On June 24,
1998, the Court of Appeals of the State of Oregon ruled that
the OPUC does not have the authority to allow PGE to recover
a rate of return on its undepreciated investment in the
Trojan generating facility.  The court upheld the OPUC's
authorization of PGE's recovery of its undepreciated
investment in Trojan.

   PGE and the OPUC each filed petitions for review with the
Oregon Supreme Court.  On August 26, 1998, the Utility
Reform Project filed a petition for review with the Oregon
Supreme Court seeking review of that portion of the Oregon
Court of Appeals decision relating to PGE's recovery of its
undepreciated investment in Trojan.  On April 29, 1999, the
Oregon Supreme Court accepted the petitions for review.  On
June 16, 1999, Oregon House Bill 3220 authorizing the OPUC
to allow recovery of a return on the undepreciated
investment in property retired from service was signed.  One
of the effects of the bill is to affirm retroactively the
OPUC's authority to allow PGE's recovery of a return on its
undepreciated investment in the Trojan generating facility.

   Relying on the new legislation, on July 2, 1999, PGE
requested the Oregon Supreme Court to vacate the June 24,
1998, adverse ruling of the Oregon Court of Appeals, affirm
the validity of the OPUC's order allowing PGE to recover a
return on its undepreciated investment in Trojan and to
reverse its decision accepting the Utility Reform Project's
petition for review.  The Utility Reform Project and the
Citizens Utility Board, another party to the proceeding,
opposed such request and submitted to the Oregon Secretary
of State sufficient signatures in support of placing a
referendum to negate the new legislation on the November
2000 ballot.  The Oregon Supreme Court has indicated it will
defer hearing the matter until after the November 2000
elections.  Enron cannot predict the outcome of these
actions.  Additionally, due to uncertainties in the
regulatory process, management cannot predict, with
certainty, what ultimate rate-making action the OPUC will
take regarding PGE's recovery of a rate of return on its
Trojan investment.  Although no assurances can be given,
Enron believes that the ultimate resolution of these matters
will not have a material adverse effect on its financial
position or results of operations.

   Environmental Matters.  Enron is subject to extensive
federal, state and local environmental laws and regulations.
These laws and regulations require expenditures in
connection with the construction of new facilities, the
operation of existing facilities and for remediation at
various operating sites.  The implementation of the Clean
Air Act Amendments is expected to result in increased
operating expenses.  These increased operating expenses are
not expected to have a material impact on Enron's financial
position or results of operations.

   The Environmental Protection Agency (EPA) has informed
Enron that it is a potentially responsible party at the
Decorah Former Manufactured Gas Plant Site (the Decorah
Site) in Decorah, Iowa, pursuant to the provisions of the
Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA, also commonly known as Superfund).
The manufactured gas plant in Decorah ceased operations in
1951.  A predecessor company of Enron purchased the Decorah
Site in 1963.  Enron's predecessor did not operate the gas
plant and sold the Decorah Site in 1965.  The EPA alleges
that hazardous substances were released to the environment
during the period in which Enron's predecessor owned the
site, and that Enron's predecessor assumed the liabilities
of the company that operated the plant.  Enron contests
these allegations.  To date, the EPA has identified no other
potentially responsible parties with respect to this site.
Under the terms of administrative orders, Enron replaced
affected topsoil and removed impacted subsurface soils in
certain areas of the tract where the plant was formerly
located.  Enron completed the final removal actions at the
site in November 1998 and concluded all remaining site
activities in the spring of 1999.  Enron submitted a final
report on the work conducted at the site to the EPA.  Enron
does not expect to incur material expenditures in connection
with this site.

   Enron's natural gas pipeline companies conduct soil and
groundwater remediation on a number of their facilities.
Enron does not expect to incur material expenditures in
connection with soil and groundwater remediation.

4. EARNINGS PER SHARE

   The computation of basic and diluted earnings per share
is as follows (in millions, except per share amounts):

<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                                 2000    1999

<S>                                             <C>     <C>
Numerator:
  Basic
     Income before cumulative effect of
      accounting changes                        $ 338   $ 253
     Preferred stock dividends:
       Second Preferred Stock                      (4)     (4)
       Series B Preferred Stock                   (16)      -
     Income available to common shareholders
      before cumulative effect of accounting
      changes                                     318     249
     Cumulative effect of accounting changes        -    (131)
     Income available to common shareholders    $ 318   $ 118
  Diluted
     Income available to common shareholders
      before cumulative effect of accounting
      changes                                   $ 318   $ 249
     Effect of assumed conversion of
      dilutive securities:
       Second Preferred Stock                       4       4
       Series B Preferred Stock                    16       -
     Income before cumulative effect of
      accounting changes                          338     253
     Cumulative effect of accounting changes        -    (131)
     Income available to common shareholders
      after assumed conversion                  $ 338   $ 122

Denominator:
  Denominator for basic earnings per
   share - weighted-average shares                723     683
  Effect of dilutive securities:
     Preferred stock:
       Second Preferred Stock                      35      36
       Series B Preferred Stock                    50       -
     Stock options                                 44      26
  Dilutive potential common shares                129      62
  Denominator for diluted earnings per
   share - adjusted weighted-average
   shares and assumed conversions                 852     745

Basic earnings per share:
  Before cumulative effect of
   accounting changes                           $0.44   $0.36
  Cumulative effect of accounting changes           -   (0.19)
  Basic earnings per share                      $0.44   $0.17

Diluted earnings per share:
  Before cumulative effect of
   accounting changes                           $0.40   $0.34
  Cumulative effect of accounting changes           -   (0.18)
  Diluted earnings per share                    $0.40   $0.16
</TABLE>

5. COMPREHENSIVE INCOME

   Comprehensive income includes the following (in
millions):

<TABLE>
<CAPTION>
                                             First Quarter
                                             2000      1999

<S>                                         <C>       <C>
Net income                                  $ 338     $ 122
Other comprehensive income:
  Foreign currency translation adjustment      (2)     (549)
  Change in value of available-for-sale
   investments                                (13)        -
Total comprehensive income (loss)           $ 323     $(427)
</TABLE>

6. BUSINESS SEGMENT INFORMATION

   Enron's business is divided into operating segments,
defined as components of an enterprise about which financial
information is available and evaluated regularly by the
Office of the Chairman, which serves as the chief operating
decision making group.

   In the first quarter of 2000, Enron's communications
business is being managed as a separate operating segment
named Broadband Services and therefore, based on criteria
set by Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related
Information," is reported separately.

   Enron's broadband services business includes the
construction and management of the Enron Intelligent
Network, a nationwide fiber optic network, the marketing and
management of bandwidth and the delivery of high-bandwidth
media rich content such as video streaming, high capacity
data transport and video conferencing.

<TABLE>
<CAPTION>
                                                Wholesale
                              Transportation      Energy       Retail                Corporate
                                   and          Operations     Energy    Broadband      and
(In Millions)                  Distribution    and Services   Services   Services    Other(c)    Total
Three Months Ended
 March 31, 2000

<S>                              <C>             <C>           <C>        <C>         <C>       <C>
Unaffiliated revenues(a)         $  599          $11,847       $  603     $   59      $   37    $13,145
Intersegment revenues(b)              4              154           39          -        (197)         -
  Total revenues                 $  603          $12,001       $  642     $   59      $ (160)   $13,145
Income (loss) before interest,
 minority interests and
 income taxes                    $  233          $   419       $   16     $    -      $  (44)   $   624
</TABLE>

<TABLE>
<CAPTION>
                                                Wholesale
                              Transportation      Energy       Retail    Exploration     Corporate
                                   and          Operations     Energy        and            and
(In Millions)                  Distribution    and Services   Services   Production(d)    Other(c)    Total
Three Months Ended
 March 31, 1999

<S>                              <C>             <C>           <C>        <C>             <C>       <C>
Unaffiliated revenues(a)         $  477          $ 6,516       $  363     $  149          $  127    $ 7,632
Intersegment revenues(b)              4               79            7         54            (144)         -
  Total revenues                 $  481          $ 6,595       $  370     $  203          $  (17)   $ 7,632
Income (loss) before interest,
 minority interests and
 income taxes                    $  218          $   320       $  (31)    $   12          $   14    $   533

<FN>
(a) Unaffiliated revenues include sales to unconsolidated affiliates.
(b) Intersegment sales are made at prices comparable to those received
    from unaffiliated customers and in some instances are affected by
    regulatory considerations.
(c) Includes consolidating eliminations.
(d) Reflects results through August 16, 1999, when Enron completed the
    exchange and sale of shares in Enron Oil & Gas Company (EOG).
</TABLE>

   Total assets by segment are as follows (in millions):

<TABLE>
<CAPTION>
                                   March 31,  December 31,
                                     2000        1999

<S>                                <C>          <C>
Transportation and Distribution    $ 7,984      $ 7,959
Wholesale Energy Operations
 and Services                       24,416       20,674
Retail Energy Services               1,134          956
Broadband Services                     687          511
Corporate and Other                  3,263        3,281
   Total Assets                    $37,484      $33,381
</TABLE>

7.   RELATED PARTY TRANSACTION

   During the first quarter of 2000, Enron and LJM, through
a wholly-owned subsidiary, entered into an agreement.  A
senior officer of Enron is the managing member of LJM's
general partner.  The agreement resulted in (i) the
termination of certain financial instruments hedging an
investment held by Enron, (ii) the payment, by Enron, of
approximately $26.8 million to LJM, (iii) the transfer to
Enron of approximately 3.1 million shares of Enron common
stock held by LJM and (iv) the termination of a put option
held by LJM.  The put option, which was originally entered
into in the first quarter of 2000, gave LJM the right to
sell shares of Enron common stock to Enron at a strike price
of $71.31 per share.  The agreement closed in April 2000.
Additionally, in the first quarter of 2000, Enron advanced
to LJM $10 million, at a market rate of interest, which was
repaid in April 2000.

   Management believes that the terms of the transactions
with related parties were reasonable and are representative
of terms that would be negotiated with unrelated third
parties.

<PAGE>
         PART I. FINANCIAL INFORMATION - (Continued)

       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ENRON CORP. AND SUBSIDIARIES


RESULTS OF OPERATIONS

First Quarter 2000
vs. First Quarter 1999

   The following review of Enron's results of operations
should be read in conjunction with the Consolidated
Financial Statements.

RESULTS OF OPERATIONS

Consolidated Net Income
   Enron's first quarter 2000 net income was $338 million
compared to $253 million (excluding a charge of $131 million
related to a cumulative effect of accounting changes) in the
first quarter of 1999.  Enron's operating segments include
Transportation and Distribution (Gas Pipeline Group and
Portland General), Wholesale Energy Operations and Services
(Enron's North America, Europe and international energy
businesses), Retail Energy Services (Enron Energy Services),
Broadband Services (Enron Broadband Services), Exploration
and Production (through August 16, 1999) and Corporate and
Other, which includes certain other businesses.

   Basic and diluted earnings per share of common stock were
as follows:

<TABLE>
<CAPTION>
                                            First Quarter
                                            2000      1999

<S>                                        <C>       <C>
Basic earnings per share:
  Before cumulative effect of accounting
   changes                                 $ 0.44    $ 0.36
  Cumulative effect of accounting changes       -     (0.19)
                                           $ 0.44    $ 0.17

Diluted earnings per share:
  Before cumulative effect of accounting
   changes                                 $ 0.40    $ 0.34
  Cumulative effect of accounting changes       -     (0.18)
                                           $ 0.40    $ 0.16
</TABLE>

Income Before Interest, Minority Interests and Income Taxes
   The following table presents income before interest,
minority interests and income taxes (IBIT) for each of
Enron's operating segments (in millions):

<TABLE>
<CAPTION>
                                           First Quarter
                                           2000      1999

<S>                                        <C>       <C>
Transportation and Distribution:
  Gas Pipeline Group                       $128      $126
  Portland General                          105        92
Wholesale Energy Operations and Services    419       320
Retail Energy Services                       16       (31)
Broadband Services                            -         -
Exploration and Production                    -        12
Corporate and Other                         (44)       14
  Income before interest,
   minority interests and taxes            $624      $533
</TABLE>

Transportation and Distribution
   Transportation and Distribution consists of the Gas
Pipeline Group and Portland General.  The Gas Pipeline Group
includes Enron's interstate natural gas pipelines, primarily
Northern Natural Gas Company (Northern), Transwestern
Pipeline Company (Transwestern), Enron's 50% interest in
Florida Gas Transmission Company (Florida Gas) and Enron's
interests in Northern Border Pipeline and EOTT Energy
Partners, L.P. (EOTT).

   Gas Pipeline Group.  The following table summarizes total
volumes transported for each of Enron's interstate natural
gas pipelines.

<TABLE>
<CAPTION>
                                         First Quarter
                                         2000      1999

<S>                                     <C>       <C>
Total Volumes Transported (BBtu/d)(a)
  Northern Natural Gas                  4,147     4,464
  Transwestern Pipeline                 1,566     1,393
  Florida Gas Transmission              1,563     1,225
  Northern Border Pipeline              2,464     2,388

<FN>
(a) Billion British thermal units per day.  Reflects
    100% of each entity's throughput volumes.  Florida Gas
    and Northern Border Pipeline are unconsolidated equity
    affiliates.
</TABLE>

   Significant components of IBIT are as follows (in
millions):

<TABLE>
<CAPTION>
                                         First Quarter
                                         2000      1999

<S>                                      <C>       <C>
Net revenues                             $201      $181
Operating expenses                         65        61
Depreciation and amortization              16        17
Equity in earnings                          7         8
Other income, net                           1        15
  Income before interest and taxes       $128      $126
</TABLE>

Operating Results
   Revenues, net of cost of sales (net revenues) of the Gas
Pipeline Group increased $20 million in the first quarter of
2000 as compared to the same period in 1999 primarily due to
increased margin from Northern as a result of implementing,
in November 1999, rates based on a June 1999 rate case
settlement.  Other income, net decreased $14 million in the
first quarter of 2000 as compared to the same period in
1999.  Other income, net in 1999 included earnings from the
early settlement of an interest rate contract.

   Portland General.  Statistics for Portland General for
the first quarter of 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                              First Quarter
                                              2000      1999

<S>                                          <C>       <C>
Electricity Sales (Thousand MWh)(a)
  Residential                                2,361     2,342
  Commercial                                 1,872     1,816
  Industrial                                 1,169     1,020
     Total Retail                            5,402     5,178
  Wholesale                                  4,281     1,338
     Total Electricity Sales                 9,683     6,516

Average Billed Revenue (cents per kWh)        4.00      4.36

Resource Mix
  Coal                                          13%       18%
  Combustion Turbine                            10         4
  Hydro                                          8        13
     Total Generation                           31        35
  Firm Purchases                                62        47
  Secondary Purchases                            7        18
     Total Resources                           100%      100%

Average Variable Power Cost (Mills/kWh)(b)    20.8      15.0

Retail Customers (end of period, thousands)    724       708

<FN>
(a)  Thousand megawatt-hours.
(b)  Mills (1/10 cent) per kilowatt-hour.
</TABLE>

   Significant components of IBIT are as follows (in
millions):

<TABLE>
<CAPTION>
                                         First Quarter
                                         2000      1999

<S>                                      <C>       <C>
Revenues                                 $397      $299
Purchased power and fuel                  202       100
Operating expenses                         78        70
Depreciation and amortization              46        46
Other income, net                          34         9
  Income before interest and taxes       $105      $ 92
</TABLE>

Operating Results
   Revenues and purchased power and fuel costs increased $98
million and $102 million, respectively, in the first quarter
of 2000 as compared to the first quarter of 1999, primarily
as a result of an increase in the number of customers served
by Portland General and a significant increase in wholesale
sales.  Other income, net increased $25 million, primarily
due to the impact of an OPUC order, issued in the first
quarter of 2000, allowing certain deregulation costs to be
deferred and recovered through rate cases.

   On November 8, 1999, Enron announced that it had entered
into an agreement to sell Portland General to Sierra Pacific
Resources.  The proposed transaction, which is subject to
regulatory approval, is expected to close in late 2000.

Wholesale Energy Operations and Services
   Enron's wholesale business (Enron Wholesale) includes its
wholesale energy businesses around the world.  Enron
Wholesale operates in developed and deregulated markets such
as North America and Europe, as well as developing or newly
deregulating markets including South America, India and
Japan.

   Enron builds its wholesale businesses through the
creation of networks involving asset ownership, contractual
access to third-party assets and market-making activities.
Each market in which Enron Wholesale operates utilizes these
components in a slightly different manner and is at a
different stage of development.  This network strategy has
enabled Enron Wholesale to establish a leading position in
its markets.  Enron Wholesale's activities are categorized
into two business lines:  (a) Commodity Sales and Services
and (b) Assets and Investments.  Activities are often
integrated into a bundled product offering for Enron's
customers.

   Enron Wholesale manages its portfolio of contracts and
assets in order to maximize value, minimize the associated
risks and provide overall liquidity.  In doing so, Enron
Wholesale uses portfolio and risk management disciplines,
including offsetting or hedging transactions, to manage
exposures to market price movements (commodities, interest
rates, foreign currencies and equities).  Additionally,
Enron Wholesale manages its liquidity and exposure to third-
party credit risk through monetization of its contract
portfolio or third-party insurance contracts.  Enron
Wholesale also sells interests in certain investments and
other assets to improve liquidity and overall return.

   The following table reflects IBIT for each business line
(in millions):

<TABLE>
<CAPTION>
                                         First Quarter
                                         2000      1999

<S>                                      <C>       <C>
Commodity Sales and Services             $246      $224
Assets and Investments                    220       136
Unallocated expenses                     (47)      (40)
  Income before interest, minority
   interests and taxes                   $419      $320
</TABLE>

   The following discussion analyzes the contributions to
IBIT for each of the business lines.

   Commodity Sales and Services.  Enron Wholesale provides
reliable commodity delivery and predictable pricing to its
customers through forward contracts.  This market-making
activity includes the purchase, sale, marketing and delivery
of natural gas, electricity, liquids and other commodities,
as well as the management of Enron Wholesale's own portfolio
of contracts.  Enron Wholesale's market-making activity is
facilitated through a network of capabilities including
asset ownership.  Accordingly, certain assets involved in
the delivery of these services are included in this business
(such as intrastate natural gas pipelines, power plants and
gas storage facilities).

   Enron Wholesale markets, transports and provides energy
commodities as reflected in the following table (including
intercompany amounts):

<TABLE>
<CAPTION>
                                               First Quarter
                                               2000      1999

<S>                                          <C>         <C>
Physical Volumes (BBtue/d)(a)(b)
Gas:
  United States                               16,217     9,088
  Canada                                       4,389     3,954
  Europe and Other                             2,469     1,799
                                              23,075    14,841
Transport Volumes                                456       556
     Total Gas Volumes                        23,531    15,397
Crude Oil and Liquids                          6,134     4,284
Electricity(c)                                12,170     9,594
     Total                                    41,835    29,275

Electricity Volumes Marketed (Thousand MWh)
  United States                              102,903    85,962
  Europe and Other                             7,844       384
     Total                                   110,747    86,346

Financial Settlements (Notional) (BBtue/d)   141,865    95,151

<FN>
(a)  Billion British thermal units equivalent per day.
(b)  Includes third-party transactions by Enron Energy
     Services.
(c)  Represents electricity transaction volumes marketed,
     converted to BBtue/d utilizing the input method.
</TABLE>

   The earnings from commodity sales and services increased
by $22 million in the first quarter of 2000 as compared to
the same period of 1999.  Earnings from commodity marketing
were favorably impacted by increased profits from North
American gas marketing, European power marketing and other
marketing activities.  These improvements were partially offset
by decreased profits from North American power marketing,
European gas marketing and favorable changes, in 1999, in
credit markets worldwide.  Gas volumes were also positively
impacted by the first full quarter's operation of
EnronOnline, an internet-based eCommerce system, launched in
late 1999, that allows customers to complete transactions
with Enron as principal.

   Assets and Investments.  Enron's Wholesale businesses
make investments in various energy-related assets as a part
of its network strategy.  Enron Wholesale either purchases
the asset from a third party or develops and constructs the
asset.  In most cases, Enron Wholesale operates and manages
such assets.  Earnings from these investments principally
result from operations of the assets or sales of ownership
interests.

   Additionally, Enron Wholesale invests in debt and equity
securities of energy and certain communications-related
businesses, which may also utilize Enron Wholesale's
products and services.  With these merchant investments,
Enron's influence is much more limited relative to assets
Enron develops or constructs.  Earnings from these
activities result from changes in the market value of the
security.

   Earnings from assets and investments increased to $220
million in the first quarter of 2000 as compared to $136
million in the same period of 1999, primarily as a result of
increased market values of Enron Wholesale's merchant
investments, partially offset by lower earnings from sales
of interests in energy assets and construction profits.  A
portion of the increase in the value of merchant investments
was reflected in the increase in earnings of equity
affiliates.  Results from international energy asset
operations in the first quarter of 2000 were comparable to
those for the same period of 1999.

Retail Energy Services
   Enron Energy Services (Energy Services) is extending
Enron's energy expertise and capabilities to end-use retail
customers in the industrial and commercial business sectors,
to manage their energy requirements and reduce their total
energy costs. Energy Services sells or manages the delivery
of natural gas, electricity, liquids and other commodities
to industrial and commercial customers located throughout
the United States and the United Kingdom.  Energy Services
also provides outsourcing solutions to customers for full
energy management. This integrated product includes the
management of commodity delivery, energy information and
energy assets, and price risk management activities.

   Significant components of Energy Services' results are as
follows (in millions):

<TABLE>
<CAPTION>
                                         First Quarter
                                         2000      1999

<S>                                      <C>       <C>
Revenues                                 $642      $370
Gross margin                             $102      $ 45
IBIT                                     $ 16      $(31)
</TABLE>

Operating Results
   Revenues and gross margin increased $272 million and $57
million, respectively in the first quarter of 2000 compared
to the first quarter of 1999, primarily resulting from long-
term energy contracts originated in the first quarter of
2000, increased values of Energy Services' contract
portfolio and the commencement, in the second half of 1999,
of operations in the United Kingdom.  Also included in
Energy Services' results were gains recognized associated
with the securitization of equity instruments, offset by
certain compensation expenses.

Broadband Services
   Enron's broadband services business (Broadband Services)
provides customers with a single source for broadband
services.  In implementing Enron's network strategy,
Broadband Services is constructing the Enron Intelligent
Network (EIN), a nationwide fiber optic network that
consists of both fiber deployed by Enron and acquired
capacity on non-Enron networks.  The EIN, managed by Enron's
Broadband Operating System software, provides a bandwidth-on-
demand platform allowing Broadband Services to deliver high-
bandwidth media rich content such as video streaming, high
capacity data transport and video conferencing.  In
addition, Enron is extending its market-making and risk
management skills from its energy business to develop the
bandwidth intermediation business to help customers manage
unexpected fluctuation in the price, supply and demand of
bandwidth.  Broadband Services also makes investments in
companies with related technologies and with the potential
for capital appreciation.  Earnings from these merchant
investments result from changes in fair value.

   The components of Broadband Services' businesses include
the development and construction of the EIN and the sales of
excess fiber capacity and software, the marketing and
management of bandwidth and the delivery of content.  First
quarter 2000 results included earnings from sales of excess
fiber capacity as well as software licenses and increased
market values of Broadband Services' merchant investments,
offset by expenses related to the business.

Corporate and Other
   Corporate and Other realized a loss before interest,
minority interests and taxes of $44 million in the first
quarter of 2000 compared to IBIT of $14 million in the same
period of 1999.  Results of the current year quarter reflect
expenses related to information technology and advertising.

Interest and Related Charges, net
   Interest and related charges, net, is reported net of
interest capitalized of $13 million for the first three
months of each of 2000 and 1999.  The net expense decreased
$14 million in the first quarter of 2000 as compared to the
same period of 1999, primarily due to the replacement of
higher interest rate debt related to a Brazilian subsidiary
with lower interest rate debt, partially offset by increased
debt levels.

Minority Interests
   Minority interests increased $2 million to $35 million in
the first quarter of 2000 compared to the same period in
1999, primarily due to the minority owner's share of the
results of a limited partnership formed in the second
quarter of 1999 and the elimination of minority interest
attributable to losses of EOG in the first quarter of 1999,
partially offset by amounts related to Whitewing Associates,
L.P. which is no longer consolidated.

Income Tax Expense
   The projected effective tax rate for 2000 is lower than
the statutory rate mainly due to equity earnings and
differences between the book and tax basis of certain assets
and stock sales.  Income taxes increased during the first
quarter of 2000 as compared to the first quarter of 1999
primarily as a result of increased pretax earnings.

CUMULATIVE EFFECT OF ACCOUNTING CHANGES

   In the first quarter of 1999, Enron recorded an after-tax
charge of $131 million to reflect the initial adoption (as
of January 1, 1999) of two new accounting pronouncements,
the AICPA Statement of Position 98-5 (SOP 98-5), "Reporting
on the Costs of Start-Up Activities," and the Emerging
Issues Task Force Issue No. 98-10, "Accounting for Contracts
Involved in Energy Trading and Risk Management Activities."
The first quarter 1999 charge was primarily related to the
adoption of SOP 98-5.

NEW ACCOUNTING PRONOUNCEMENT

   In 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities."  SFAS No. 133 establishes accounting
and reporting standards requiring that every derivative
instrument (including certain derivative instruments
embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair
value.  The statement requires that changes in the
derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.  Special
accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in
the income statement, and requires that a company must
formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.

   In June 1999, the FASB issued SFAS No. 137, which
deferred the effective date of SFAS No. 133 to fiscal years
beginning after June 15, 2000.  A company may implement SFAS
No. 133 as of the beginning of any fiscal quarter after
issuance, however, the statement cannot be applied
retroactively.  Enron does not plan to effect the early
adoption of SFAS No. 133, as important interpretations
regarding implementation continue to be made.  Enron
believes that SFAS No. 133 will not have a material impact
on its accounting for price risk management activities but
has not yet quantified the effect on its hedging activities
or physical based contracts.

FINANCIAL CONDITION
<TABLE>
Cash Flows
<CAPTION>
                                         First Quarter
(In Millions)                            2000      1999

<S>                                   <C>        <C>
Cash provided by (used in):
   Operating activities               $  (457)   $  (660)
   Investing activities                (1,493)    (1,130)
   Financing activities                 2,128      1,975
</TABLE>

   Cash used in operating activities totaled $457 million
during the first three months of 2000 as compared to cash
used of $660 million in the same period last year.  The
change in cash from operating activities in the first
quarter of 2000 reflects increased working capital
requirements and net cash used in acquiring merchant assets
and investments.

   Cash used in investing activities totaled $1,493 million
during the first quarter of 2000 as compared to $1,130
million during the same period in 1999.  The first quarter
2000 amount reflects cash used for capital expenditures, equity
investments and the acquisition of certain minority owner's
interests.

   Cash provided by financing activities totaled $2,128
million during the first quarter of 2000 as compared to
$1,975 million during the same period in 1999.  The first
three months of 2000 includes the net issuances of short-
and long-term debt of $1,930.

   Enron is able to fund its normal working capital
requirements mainly through operations or, when necessary,
through the utilization of credit facilities and its ability
to sell commercial paper and accounts receivable.

Capitalization
   Total capitalization at March 31, 2000 was $23.3 billion.
Debt as a percentage of total capitalization increased to
43.7% at March 31, 2000 as compared to 38.5% at December 31,
1999.  The increase in the ratio reflects increased debt
levels and the first quarter 2000 acquisition of certain
minority owner's interests, partially offset by the issuances
of Enron common stock related to the exercise of employee
stock options and of company-obligated preferred securities of
subsidiaries.

FINANCIAL RISK MANAGEMENT

   Enron Wholesale's business offers price risk management
services primarily related to commodities associated with
the energy sector (natural gas, crude oil, natural gas
liquids and electricity).  Enron's other businesses also
enter into forwards, swaps and other contracts primarily for
the purpose of hedging the impact of market fluctuations on
assets, liabilities, production and other contractual
commitments. Enron utilizes value at risk measures that
assume a one-day holding period and a 95% confidence level.
For a complete discussion of the types of financial risk
management products used by Enron, the types of market risks
associated with Enron's portfolio of transactions, and the
methods used by Enron to manage market risks, see Enron's
Annual Report on Form 10-K for the year ended December 31,
1999.

   Enron's value at risk for trading commodity price risk
increased to $32 million at March 31, 2000 as compared to
$21 million at December 31, 1999.  This increase is
attributable to increased natural gas prices, combined with
increased price volatility in the power markets in
anticipation of the peak summer season.

   In addition, value at risk for trading securities, which
primarily relate to Enron's merchant investments, increased
to $32 million at March 31, 2000, compared to $26 million at
December 31, 1999.  This increase is a result of increased
values of existing investments as well as new investments
and increased volatility attributable to the communications-
related merchant investments.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

   This Quarterly Report on Form 10-Q includes forward-
looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  All statements other than statements
of historical facts contained in this document are forward-
looking statements.  Forward-looking statements include, but
are not limited to, statements relating to expansion
opportunities for the Gas Pipeline Group, demand in the
market for broadband services and high bandwidth
applications, transaction volumes in the U.S. power market,
commencement of commercial operations of new power plants
and pipeline projects, and growth in the demand for retail
energy outsourcing solutions.  When used in this document,
the words "anticipate," "believe," "estimate," "except,"
"intend," "may," "project," "plan," "should" and similar
expressions are intended to be among the statements that
identify forward-looking statements.  Although Enron
believes that its expectations reflected in these forward-
looking statements are based on reasonable assumptions, such
statements involve risks and uncertainties and no assurance
can be given that actual results will be consistent with
these forward-looking statements.  Important factors that
could cause actual results to differ materially from those
in the forward-looking statements herein include political
developments in foreign countries; the ability of Enron to
penetrate new retail natural gas and electricity markets
(including energy outsourcing markets) in the United States
and Europe; the ability to penetrate the broadband services
market; the timing and extent of deregulation of energy
markets in the United States and in foreign jurisdictions;
other regulatory developments in the United States and in
foreign countries, including tax legislation and
regulations; the extent of efforts by governments to
privatize natural gas and electric utilities and other
industries; the timing and extent of changes in commodity
prices for crude oil, natural gas, electricity, foreign
currency and interest rates; the extent of success in
acquiring oil and gas properties and in discovering,
developing, producing and marketing reserves; the timing and
success of Enron's efforts to develop international power,
pipeline and other infrastructure projects; the
effectiveness of Enron's risk management activities; the
ability of counterparties to financial risk management
instruments and other contracts with Enron to meet their
financial commitments to Enron; and Enron's ability to
access the capital markets and equity markets during the
periods covered by the forward-looking statements, which
will depend on general market conditions and Enron's ability
to maintain or increase the credit ratings for its unsecured
senior long-term debt obligations.

<PAGE>
                        PART II. OTHER INFORMATION
                       ENRON CORP. AND SUBSIDIARIES



ITEM 1. Legal Proceedings

See Part I. Item 1, Note 3 to Consolidated Financial Statements entitled
"Litigation and Other Contingencies," which is incorporated herein by
reference.

ITEM 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

     Exhibit 12     Computation of Ratio of Earnings to Fixed Charges

(b)  Reports on Form 8-K

     None.

<PAGE>
                                SIGNATURES



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               ENRON CORP.
                               (Registrant)


Date:  May 12, 2000        By: RICHARD A. CAUSEY
                               Richard A. Causey
                               Executive Vice President and Chief
                                Accounting Officer
                               (Principal Accounting Officer)