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, 2001



               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, 2001

  Common Stock, No Par Value        746,105,146 shares





                          1 of 31

<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, 2001 and 2000                  3
        Consolidated Balance Sheet - March 31, 2001
         and December 31, 2000                                 4
        Consolidated Statement of Cash Flows - Three
         Months Ended March 31, 2001 and 2000                  6
        Notes to Consolidated Financial Statements             7

   ITEM 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations     17


PART II. OTHER INFORMATION

   ITEM 1. Legal Proceedings                                  29

   ITEM 6. Exhibits and Reports on Form 8-K                   29


<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,
                                                        2001        2000

<S>                                                   <C>         <C>
Revenues                                              $50,129     $13,145
Costs and Expenses
  Cost of gas, electricity and other products          48,159      11,888
  Operating expenses                                      993         747
  Depreciation, depletion and amortization                213         172
  Taxes, other than income taxes                           88          66
                                                       49,453      12,873
Operating Income                                          676         272
Other Income and Deductions
  Equity in earnings of unconsolidated equity
   affiliates                                              74         264
  Gains on sales of non-merchant assets                    32          18
  Other income, net                                        13          70
Income before Interest, Minority Interests
 and Income Taxes                                         795         624
Interest and Related Charges, net                         201         161
Dividends on Company-Obligated Preferred
 Securities of Subsidiaries                                18          18
Minority Interests                                         40          35
Income Taxes                                              130          72
Net Income Before Cumulative Effect of
 Accounting Changes                                       406         338
Cumulative Effect of Accounting Changes,
 net of tax                                                19           -
Net Income                                                425         338
Preferred Stock Dividends                                  20          20

Earnings on Common Stock                              $   405     $   318

Earnings per Share of Common Stock
  Basic
     Before Cumulative Effect of Accounting Changes   $  0.51     $  0.44
     Cumulative Effect of Accounting Changes             0.03           -
     Basic Earnings per Share                         $  0.54     $  0.44

  Diluted
     Before Cumulative Effect of Accounting Changes   $  0.47     $  0.40
     Cumulative Effect of Accounting Changes             0.02           -
     Diluted Earnings per Share                       $  0.49     $  0.40

Average Number of Common Shares Used in Computation
  Basic                                                   752         723
  Diluted                                                 872         852

<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,
                                                      2001        2000

ASSETS

<S>                                                 <C>         <C>
Current Assets
  Cash and cash equivalents                         $ 1,086     $ 1,374
  Trade receivables (net of allowance for doubtful
   accounts of $416 and $133, respectively)           8,949      10,396
  Other receivables                                   2,361       1,874
  Assets from price risk management activities       12,672      12,018
  Inventories                                           650         953
  Deposits                                            2,349       2,433
  Other                                               1,100       1,333
     Total Current Assets                            29,167      30,381

Investments and Other Assets
  Investments in and advances to unconsolidated
   equity affiliates                                  5,694       5,294
  Assets from price risk management activities        9,998       8,988
  Goodwill                                            3,609       3,638
  Other                                               7,217       5,459
     Total Investments and Other Assets              26,518      23,379

Property, Plant and Equipment, at cost
  Natural gas transmission                            6,987       6,916
  Electric generation and distribution                4,518       4,766
  Fiber-optic network and equipment                     912         839
  Construction in progress                              696         682
  Other                                               2,184       2,256
                                                     15,297      15,459
  Less accumulated depreciation, depletion
   and amortization                                   3,722       3,716
     Property, Plant and Equipment, net              11,575      11,743

Total Assets                                        $67,260     $65,503

<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,
                                                      2001         2000

LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                 <C>         <C>
Current Liabilities
  Accounts payable                                  $ 8,686     $ 9,777
  Liabilities from price risk management
   activities                                        10,840      10,495
  Short-term debt                                     2,159       1,679
  Customers' deposits                                 3,495       4,277
  Other                                               2,390       2,178
     Total Current Liabilities                       27,570      28,406

Long-Term Debt                                        9,763       8,550

Deferred Credits and Other Liabilities
  Deferred income taxes                               1,625       1,644
  Liabilities from price risk management
   activities                                        10,472       9,423
  Other                                               2,781       2,692
     Total Deferred Credits and Other Liabilities    14,878      13,759

Minority Interests                                    2,418       2,414

Company-Obligated Preferred Securities
 of Subsidiaries                                        904         904

Shareholders' Equity
  Second preferred stock, cumulative, no par value      121         124
  Mandatorily Convertible Junior Preferred
   Stock, Series B, no par value                      1,000       1,000
  Common stock, no par value                          9,513       8,348
  Retained earnings                                   3,525       3,226
  Accumulated other comprehensive income             (1,193)     (1,048)
  Common stock held in treasury                      (1,082)        (32)
  Restricted stock and other                           (157)       (148)
     Total Shareholders' Equity                      11,727      11,470

Total Liabilities and Shareholders' Equity          $67,260     $65,503

<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,
                                                        2001        2000

<S>                                                  <C>         <C>
Cash Flows From Operating Activities
Reconciliation of net income to net cash
 used in operating activities
  Net income                                         $   425     $   338
  Cumulative effect of accounting changes,
   net of tax                                            (19)          -
  Depreciation, depletion and amortization               213         172
  Deferred income taxes                                  113          30
  Gains on sales of non-merchant assets                  (32)        (18)
  Changes in components of working capital              (599)       (313)
  Net assets from price risk management
   activities                                           (270)        (52)
  Merchant assets and investments:
     Realized gains on sales                              26         (31)
     Proceeds from sales                                 135         199
     Additions and unrealized gains                      (74)       (517)
  Other operating activities                            (382)       (265)
Net Cash Used in Operating Activities                   (464)       (457)
Cash Flows From Investing Activities
  Capital expenditures                                  (382)       (496)
  Equity investments                                    (716)       (316)
  Proceeds from sales of non-merchant investments        339          17
  Acquisition of subsidiary stock                          -        (485)
  Business acquisitions, net of cash acquired            (33)       (144)
  Other investing activities                            (332)        (69)
Net Cash Used in Investing Activities                 (1,124)     (1,493)
Cash Flows From Financing Activities
  Issuance of long-term debt                           1,747       1,361
  Repayment of long-term debt                           (996)       (393)
  Net increase in short-term borrowings                  799         962
  Issuance of common stock                               119         179
  Issuance of preferred securities of subsidiaries         -         105
  Dividends paid                                        (143)       (156)
  Net (acquisition) disposition of treasury stock       (226)         70
Net Cash Provided by Financing Activities              1,300       2,128
Increase in Cash and Cash Equivalents                   (288)        178
Cash and Cash Equivalents, Beginning of Period         1,374         288
Cash and Cash Equivalents, End of Period             $ 1,086     $   466

Changes in Components of Working Capital
  Receivables                                        $   627     $ (824)
  Inventories                                            169         156
  Payables                                            (1,062)        732
      Other                                             (333)       (377)
     Total                                           $  (599)     $ (313)

<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, 2000 (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 2000
amounts to conform with the 2001 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 the first quarter of
2001 and 2000 was $100 million and $11 million,
respectively.  Cash paid for interest for the same periods,
net of amounts capitalized, was $200 million and $164
million, respectively.

   In 2000, Enron entered into an agreement with Azurix
under which the holders of Azurix's approximately 39 million
publicly traded shares would receive cash of $8.375 in
exchange for each share.  On March 16, 2001, Azurix
shareholders approved the agreement whereby Enron paid
approximately $330 million for an equivalent number of
shares held by the public and all publicly traded shares
of Azurix Corp were redeemed.

   Non-Cash Activity.  In March 2001, Enron acquired the
limited partner's interests in an unconsolidated equity
affiliate, Joint Energy Development Investments Limited
Partnership (JEDI), for $35 million.  As a result of the
acquisition, JEDI has been consolidated.  JEDI's balance
sheet as of the date of acquisition consisted of net assets
of approximately $500 million, including an investment of 12
million shares of Enron common stock valued at approximately
$785 million, merchant investments and other assets of
approximately $670 million and third-party debt and debt
owed to Enron of approximately $950 million.  Enron repaid
the third-party debt of approximately $620 million prior to
March 31, 2001.  Also see Note 8.

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 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 Gas), an Enron affiliate, operated a
propane/air distribution system in the vicinity, but did not
provide service to the building. Enron, San Juan Gas, four
affiliates and their insurance carriers were named as
defendants, along with several third parties, including The
Puerto Rico Aqueduct and Sewer Authority, Puerto Rico
Telephone Company, Heath Consultants Incorporated, Humberto
Vidal, Inc. and their insurance carriers, in numerous
lawsuits filed in U.S. District Court for the District of
Puerto Rico and the Superior Court of Puerto Rico.  These
suits seek damages for wrongful death, personal injury,
business interruption and property damage allegedly caused
by the explosion.  After nearly four years without
determining the cause of the explosion, all parties have
agreed not to litigate further that issue, but to move these
suits toward settlements or trials to determine whether each
plaintiff was injured as a result of the explosion and, if
so, the lawful damages attributable to such injury. The
defendants have agreed on a fund for settlements or final
awards. Numerous claims have been settled. 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, Portland
General Electric (PGE) ceased commercial operation of the
Trojan nuclear power generating facility.  The Oregon Public
Utility Commission (OPUC) granted PGE, through a general
rate order, recovery of, and a return on, 87 percent of its
remaining investment in Trojan.

   The OPUC's general rate order related to Trojan has been
subject to litigation in various state courts, including
rulings by the Oregon Court of Appeals and petitions to the
Oregon Supreme Court filed by parties opposed to the OPUC's
order, including the Utility Reform Project(URP) and the
Citizens Utility Board (CUB).

   In August 2000, PGE entered into agreements with the CUB
and the staff of the OPUC to settle the litigation related
to PGE's recovery of its investment in the Trojan plant.
Under the agreements, the CUB agreed to withdraw from the
litigation and to support the settlement as the means to
resolve the Trojan litigation.  The OPUC approved the
accounting and ratemaking elements of the settlement on
September 29, 2000.  As a result of these approvals, PGE's
investment in Trojan is no longer included in rates charged
to customers, either through a return on or a return of that
investment.  Collection of ongoing decommissioning costs at
Trojan is not affected by the settlement agreements or the
September 29, 2000 OPUC order.  With the CUB's withdrawal,
the URP is the one remaining significant adverse party in
the litigation.  The URP has indicated that it plans to
continue to challenge the OPUC order allowing PGE recovery
of and a return on its investment in Trojan.

   Enron cannot predict the outcome of these actions.
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.

   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,
                                                2001      2000
<S>                                            <C>       <C>
Numerator:
  Basic
     Income before cumulative effect of
      accounting changes                       $ 406     $ 338
     Preferred stock dividends:
       Second Preferred Stock                     (4)       (4)
       Series B Preferred Stock                  (16)      (16)
     Income available to common shareholders
      before cumulative effect of accounting
      changes                                    386       318
     Cumulative effect of accounting changes      19         -
     Income available to common shareholders   $ 405     $ 318
  Diluted
     Income available to common shareholders
      before cumulative effect of accounting
      changes                                  $ 386     $ 318
     Effect of assumed conversion of
      dilutive securities:
       Second Preferred Stock                      4         4
       Series B Preferred Stock                   16        16
     Income before cumulative effect of
      accounting changes                         406       338
     Cumulative effect of accounting changes      19         -
     Income available to common shareholders
      after assumed conversion                 $ 425     $ 338

Denominator:
  Denominator for basic earnings per
   share - weighted-average shares               752       723
  Effect of dilutive securities:
     Preferred stock:
       Second Preferred Stock                     33        35
       Series B Preferred Stock                   50        50
     Stock options and other equity instruments   37        44
  Dilutive potential common shares               120       129
  Denominator for diluted earnings per
   share - adjusted weighted-average
   shares and assumed conversions                872       852

Basic earnings per share:
  Before cumulative effect of
   accounting changes                          $0.51     $0.44
  Cumulative effect of accounting changes       0.03         -
  Basic earnings per share                     $0.54     $0.44

Diluted earnings per share:
  Before cumulative effect of
   accounting changes                          $0.47     $0.40
  Cumulative effect of accounting changes       0.02         -
  Diluted earnings per share                   $0.49     $0.40
</TABLE>

5. COMPREHENSIVE INCOME

   Comprehensive income includes the following (in
millions):

<TABLE>
<CAPTION>
                                                 First Quarter
                                                2001        2000

<S>                                            <C>         <C>
Net income                                     $ 425       $ 338
Other comprehensive income (net of tax):
  Foreign currency translation adjustment       (150)(a)      (2)
  Derivative instruments:
     Cumulative effect of accounting changes      25           -
     Deferred loss on derivative instruments
      associated with hedges of future cash
      flows                                       (8)          -
     Recognition in earnings of previously
      deferred gaines related to derivative
      instruments used as cash flow hedges       (13)(b)       -
  Change in value of available-for-sale
   investments                                     1         (13)
Total comprehensive income                     $ 280       $ 323

<FN>
(a)  Change primarily reflects the decline in value of the
     Brazilian real.
(b)  Includes an after-tax gain of $10 million related to the
     discontinuance of a cash flow hedge of a forecasted
     transaction that became probable of not occurring.
</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.

   Beginning in 2001, the commodity-related risk management
activities of Retail Energy Services' North American
customer contracts were transferred to the Wholesale
Services segment, consolidating all energy commodity risk
management activities within one operating segment.  In
2001, Retail Energy Services' business includes origination
of new commodity and energy asset management and services
contracts, execution of energy asset management and services
activity and management of customer relationships.  Year
2000 results in the following table have been restated to
reflect this change.

<TABLE>
<CAPTION>
                                                 Retail                  Transportation   Corporate
                                  Wholesale      Energy      Broadband         and           and
(In Millions)                    Services(c)   Services(c)   Services     Distribution    Other(d)    Total

<S>                                <C>            <C>         <C>            <C>           <C>       <C>
Three Months Ended
 March 31, 2001

Unaffiliated revenues(a)           $48,407        $  642      $   85         $  933        $   62    $50,129
Intersegment revenues(b)                99            51          (2)            80          (228)         -
  Total revenues                   $48,506        $  693      $   83         $1,013        $ (166)   $50,129
Income (loss) before interest,
 minority interests and
 income taxes                      $   755        $   40      $  (35)        $  193        $ (158)   $   795

Three Months Ended
 March 31, 2000

Unaffiliated revenues(a)           $12,162        $  288      $   59         $  599        $   37    $13,145
Intersegment revenues(b)               167            26           -              4          (197)         -
  Total revenues                   $12,329        $  314      $   59         $  603        $ (160)   $13,145
Income (loss) before interest,
 minority interests and
 income taxes                      $   429        $    6      $    -         $  233        $  (44)   $   624

<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)  The 2000 amounts have been restated.  Prior to the restatement, Retail
     Energy Services reported revenues and IBIT of $642 million and $16 million,
     respectively, for the first quarter of 2000.  Revenues and IBIT were $4,615
     million and $165 million, respectively, for the full year 2000.  Restated
     full year 2000 revenues and IBIT were $1,766 million and $173 million,
     respectively.  Operating results in 2001 include servicing charges from
     Wholesale Services for management of Retail Services' risk management
     activities.
(d)  Includes consolidating eliminations.
</TABLE>

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

<TABLE>
<CAPTION>
                                   March 31,  December 31,
                                      2001        2000

<S>                                <C>          <C>
Wholesale Services                 $52,766      $51,131
Retail Energy Services               1,287        1,173(a)
Broadband Services                   1,418        1,337
Transportation and Distribution      8,438        8,283
Corporate and Other                  3,351        3,579
   Total Assets                    $67,260      $65,503

<FN>
(a)  Retail Energy Services' total assets have been restated.
     Prior to the restatement, total assets at December 31,
     2000 were $4,370 million.
</TABLE>

7. DERIVATIVE INSTRUMENTS

   On January 1, 2001, Enron recognized an after-tax non-
cash gain of $19 million in earnings and deferred an after-tax
non-cash gain of $25 million in "Accumulated Other Comprehensive
Income" (OCI), a component of shareholders' equity and
reclassified $277 million from "Long-Term Debt" to "Other
Liabilities" to reflect the initial adoption of Statement of
Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No.
133).  SFAS No. 133 must be applied to all derivative
instruments and requires that such instruments be recorded
in the balance sheet either as an asset or a liability
measured at its fair value through earnings, with special
accounting permitted for certain qualifying hedges as described
in the following paragraphs.

   In the ordinary course of business, Enron enters into
derivative instruments, as defined in SFAS No. 133, as part
of its normal risk management operations, which are subject
to parameters established by Enron's Board of Directors.
The adoption of SFAS No. 133 has no impact on the way Enron
accounts for its risk management business activities.

   On a much more limited basis, Enron's other businesses
enter into derivative instruments, such as forwards, swaps
and other contracts, in order to hedge certain non-trading risks,
including interest rate risk, commodity price risk and
foreign currency exchange rate risk.  Enron primarily uses
cash flow hedges, for which Enron's objective is to provide
protection against variability in cash flows due to an
associated variable risk.  Enron accounts for such hedging
activity by initially deferring the gain or loss related to
the fair value changes in derivative instruments in OCI.
The deferred change in fair value is then reclassified into
income concurrently with the recognition in income of the cash
flow item hedged.  The net after-tax amount expected to be
reclassified from OCI within the next 12 months is immaterial.
Enron has also entered into a limited number of fair value hedges
to protect the fair value of certain liabilities from variability
caused by fluctuations in either interest rates or foreign currency
exchange rates.  Enron accounts for these hedges by recognizing the
fair value of both the derivative instrument and the hedged item
into income concurrently.  Enron had no material ineffectiveness
in any cash flow or fair value hedges in the first quarter of 2001.
Enron also holds a limited number of derivative instruments in its
non-risk management businesses, which do not meet the requirements
of SFAS No. 133 for hedge accounting, but provide Enron with an
economic hedge of an associated risk.

   The maximum amount of time over which cash flow
exposure in forecasted transactions are hedged excluding
hedges of variable interest rate risk on existing financial
instruments is approximately 20 years.  Derivative contracts
are entered into with counterparties who are equivalent to
investment grade.  Accordingly, Enron does not anticipate
any material impact to its financial position or results of
operations as a result of nonperformance by the third
parties on derivative instruments related to non-risk
management business activities.

   The impact of Enron's accounting for SFAS No. 133 on
earnings and on OCI is dependent upon certain pending
interpretations, including those related to application
of the "normal purchases and normal sales" exclusion to
certain power contracts in an electric utility business.
For purposes of determining the impact upon adoption, Enron
has elected to treat under the "normal purchases and normal
sales" exception certain contracts related to the regulated
activities at PGE for the purchase and sale of electricity.
The interpretation of this issue, and others, are currently
under consideration by the Financial Accounting Standards
Board (FASB).  While the ultimate conclusions reached on
interpretations being considered by the FASB could impact
the effects of Enron's accounting for SFAS No. 133, Enron
does not believe that such conclusions would have a material
effect on Enron's financial position or results of operations.

8. RELATED PARTY TRANSACTION

   During the first quarter of 2001, Enron entered into
transactions with limited partnerships (the Related Party),
whose general partner is a senior officer of Enron.  The
limited partners of the Related Party are unrelated to
Enron.  All transactions with the Related Party are approved
by Enron's senior risk officers as well as reviewed annually
by the Board of Directors.  Management believes that the
terms of the transactions with the Related Party were
reasonable compared to those which could have been
negotiated with unrelated third parties.

   Enron entered into transactions with the Related Party to
hedge certain merchant investments and other assets.  As
part of these transactions, Enron has entered into
agreements with entities formed in 2000 (the Entities),
which included the obligation to deliver 12 million shares
of Enron common stock in March 2005 (the Commitment) and
entered into derivative instruments which eliminated the
contingent nature of existing restricted forward contracts
executed in 2000.  The Commitment and the shares to be
delivered under the derivative instruments are restricted
through March 2005.  In exchange, Enron received note
receivables from the Entities totaling approximately $827.6
million.  In addition, Enron entered into share settled
costless collar arrangements with the Entities on the 12
million shares of Enron common stock.  Such transactions
will be accounted for as equity transactions when settled.
Enron received a $6.5 million note receivable from the
Entities to terminate share-settled options on 7.1 million
shares of Enron common stock.  The transactions resulted in
non-cash increases to non-current assets and equity.

   In the first quarter of 2001, Enron recognized net
revenues of approximately $236.1 million, primarily related
to the change in the market value of derivatives instruments
entered into with the Entities in 2000 to hedge certain
merchant investments and other assets.  Revenues recognized
on the derivative instruments offset market value changes of
certain merchant investments and price risk management
activities.  In addition, Enron and the Entities terminated
certain derivative instruments (originally entered into in
2000) with a combined notional value of approximately $658.5
million.  Enron received a note receivable from the Entities
for approximately $81.7 million related to such
terminations.  At March 31, 2001, cash in the Entities of
$138 million was invested in Enron demand notes.  Enron
recognized $22 million and $3.5 million of interest income
and interest expense, respectively, on notes receivable from
and notes payable to the Entities.

   In the first quarter of 2001, Enron received
approximately $62 million from Whitewing Associates, LP, an
unconsolidated equity affiliate, related to securitizations.

9.  RECENT DEVELOPMENTS

   Developments in the California Power Market.  During
2000, prices for wholesale electricity in California
significantly increased as a result of a combination of
factors, including higher natural gas prices, reduction in
available hydroelectric generation resources, increased
demand, over-reliance on the spot market for electricity and
limitations on supply.  California's regulatory regime
instituted in 1996 permitted wholesale price increases but
froze retail prices below market levels.  The resulting
disparity between costs of supply and customer revenues
caused two of California's public utilities, Pacific Gas &
Electric Company (PG&E) and Southern California Edison
Company (SCE), to accrue substantial unrecovered wholesale
power costs and certain obligations related to the
difference between third party power purchase costs and
frozen rates charged to retail customers.  PG&E and SCE have
defaulted on or are challenging payments owed for certain
outstanding obligations, including wholesale power purchased
through the California Power Exchange (the Power Exchange),
from the California Independent System Operator (the
Independent System Operator), and from qualifying
facilities.  In addition, PG&E and the Power Exchange each
have filed a voluntary petition for bankruptcy.

   Various legislative, regulatory and legal remedies to the
energy situation in California have been implemented or are
being pursued, and may result in restructuring of markets in
California and elsewhere.  Additional initiatives are likely
at the Federal, state and local level, but it is not
possible to predict their outcome at this time.

   Enron has entered into a variety of transactions with
California utilities, the Power Exchange, the Independent
System Operator, end users of energy in California, and
other third parties, and is owed amounts by certain of these
entities.  Enron has established reserves related to such
activities and believes that the combination of such
reserves in accounts receivables and price risk management
assets and other credit offsets with such parties are
adequate to cover its exposure to developments in the
California power market.  Due to the uncertainties involved,
the ultimate outcome of the California power situation
cannot be predicted, but Enron believes these matters will
not have a material adverse impact on Enron's financial
condition or results of operations.

   India.  Enron indirectly owns 50% of the net voting
interest in Dabhol Power Company (Dabhol), which owns a 740
megawatt power plant and is developing an additional 1,444
megawatt power plant together with an LNG regasification
facility in India.  Enron accounts for its investment in
Dabhol under the equity methodand the debt of Dabhol is non-
recourse to Enron.  Dabhol has been in dispute with the
Maharashtra State Electricity Board (MSEB), the purchaser of
power from Dabhol, and the Government of Maharashtra (GOM)
and the federal government of India (GOI), the guarantors of
payments by the MSEB pursuant to the terms and conditions of
the power purchase agreements (PPA) and the other project
documents.  The contract disputes relate principally to the
failure by the MSEB to pay certain capacity and energy
payments under the PPA, and the failure of the GOM and GOI
to satisfy certain guarantee obligations under the project
documents.  There is no assurance that Dabhol will be able
to resolve such disputes to its favor and to successfully
collect on and to enforce any judgment or settlement.
However, Dabhol believes that the MSEB's actions are in
clear violation of the terms of the PPA, and Dabhol intends
to pursue all available legal remedies under the project
documents.  Accordingly, Enron does not believe that any
contract dispute related to Dabhol would have a material
adverse impact on Enron's financial condition or results of
operations.

   Termination of Portland General Sales Agreement.  On
April 26, 2001, Enron announced that the previously
disclosed agreement to sell Portland General to Sierra
Pacific Resources had been terminated by the mutual consent
of both parties because the effect of developments in
California and Nevada on the purchaser had made completion
of the transaction impractical.

<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 2001
vs. First Quarter 2000

   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 2001 net income was $406 million
(excluding a gain of $19 million related to the cumulative
effect of accounting changes) compared to $338 million in
the first quarter of 2000.  Enron's business is divided into
five operating segments including:

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

   Retail Energy Services.  Enron, through its subsidiary
Enron Energy Services, LLC (Energy Services), is extending
its 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.

   Broadband Services.  Enron's broadband services business
(Broadband Services) provides customers with a single source
for broadband services, including network services intermediation
and the delivery of premium content.

   Transportation and Distribution.  Transportation and
Distribution consists of Enron Transportation Services
(Transportation Services) and Portland General.
Transportation Services 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
Partners, L.P. and EOTT Energy Partners, L.P. (EOTT).

   Corporate and Other.  Corporate and Other includes
Enron's investment in Azurix Corp. (Azurix), which provides
water and wastewater services, results of Enron Renewable
Energy Corp. (EREC), which develops and constructs wind-
generated power projects, and the operations of Enron's
methanol and MTBE plants as well as overall corporate
activities of Enron.

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

<TABLE>
<CAPTION>
                                             First Quarter
                                             2001      2000

<S>                                         <C>       <C>
Basic earnings per share:
  Before cumulative effect of accounting
   changes                                  $ 0.51    $ 0.44
  Cumulative effect of accounting changes     0.03         -
                                            $ 0.54    $ 0.44

Diluted earnings per share:
  Before cumulative effect of accounting
   changes                                  $ 0.47    $ 0.40
  Cumulative effect of accounting changes     0.02         -
                                            $ 0.49    $ 0.40
</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
                                            2001      2000

<S>                                        <C>       <C>
Wholesale Energy Operations and Services   $ 755     $ 429
Retail Energy Services                        40         6
Broadband Services                           (35)        -
Transportation and Distribution:
  Transportation Services                    133       128
  Portland General                            60       105
Corporate and Other                         (158)      (44)

  Income before interest,
   minority interests and taxes            $ 795      $624

</TABLE>

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

   Wholesale Services manages its portfolio of contracts and
assets in order to maximize value, minimize the associated
risks and provide overall liquidity.  In doing so, Wholesale
Services 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,
Wholesale Services manages its liquidity and exposure to
third-party credit risk through monetization of its contract
portfolio or third-party insurance contracts.  Wholesale
Services also sells interests in certain investments and
other assets to improve liquidity and overall return, the
timing of which is dependent on market conditions and
management's expectations of the investment's value.

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

<TABLE>
<CAPTION>
                                         First Quarter
                                         2001      2000

<S>                                      <C>       <C>
Commodity Sales and Services             $785      $256
Assets and Investments                     59       220
Unallocated expenses                      (89)      (47)
  Income before interest, minority
   interests and taxes                   $755      $429

</TABLE>

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

   Commodity Sales and Services.  Wholesale Services
provides reliable commodity delivery and predictable pricing
to its customers through forwards and other contracts.
Activity includes the purchase, sale, marketing and delivery
of natural gas, electricity, liquids and other commodities,
as well as the management of Wholesale Services' own
portfolio of contracts.  Contracts associated with this
activity are accounted for using the mark-to-market method
of accounting.  Wholesale Services' market-making activity
is facilitated through a network of capabilities including
selective asset ownership.  Accordingly, certain assets
involved in the delivery of these services are included in
this business (such as intrastate natural gas pipelines, gas
storage facilities and certain electric generation assets).

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

<TABLE>
<CAPTION>
                                                   First Quarter
                                                   2001      2000

<S>                                              <C>       <C>
Physical Volumes (BBtue/d)(a)
Gas:
  United States                                   20,898    16,217
  Canada                                           6,358     4,389
  Europe and Other                                 8,699     2,469
                                                  35,955    23,075
Transportation Volumes                               506       456
     Total Gas Volumes                            36,461    23,531
Crude Oil and Liquids                              6,836     6,134
Electricity(b)                                    25,732    12,170
     Total                                        69,029    41,835

Electricity Volumes Marketed (Thousand MWh)(c)
  United States                                  195,246   102,903
  Europe and Other                                36,339     7,844
     Total                                       231,585   110,747

Financial Settlements (Notional) (BBtue/d)       302,694   141,865

<FN>
(a)  Billion British thermal units equivalent per day.
(b)  Represents electricity volumes, converted to
     BBtue/d.
(c)  Thousand megawatt-hours.
</TABLE>

   Earnings from commodity sales and services increased $529
million in the first quarter of 2001 as compared to the same
period in 2000.  Profits from North American gas and power
marketing operations increased significantly.  European gas
and power marketing operations and earnings from new
businesses, such as coal and forest products, also
contributed to the earnings growth of Enron's commodity
sales and services business.  Commodity Sales and Services'
results in 2001 were also positively impacted by the sale of
certain peaking power plants.  Volumes growth, which
increased 65 percent in the first quarter of 2001 as
compared to the first quarter of 2000, and price volatility
in both the gas and power markets were the key contributors
to increased profits in the gas and power intermediation
businesses.

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

   Additionally, Wholesale Services invests in debt and
equity securities of energy-related businesses, which may
also utilize Wholesale Services' 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, which are
accounted for on a fair value basis and are included in
revenues, result from changes in the market value of the
securities.  Wholesale Services uses risk management
disciplines, including hedging transactions, to manage the
impact of market price movements on its merchant
investments.

   Earnings from assets and investments decreased $161
million in the first quarter of 2001 as compared to the same
period in 2000 as a result of a decrease in the value of
Wholesale Services' merchant investments.  Earnings from
international asset operations were comparable to 2000
levels.

   Unallocated Expenses.  Net unallocated expenses such as
systems expenses and performance-related costs increased in
2001 due to the growth of Wholesale Services' businesses.

Retail Energy Services
   Energy Services sells or manages the delivery of natural
gas, electricity, liquids and other commodities to
industrial and commercial customers located in North America
and Europe.  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
                                         2001    2000(a)

<S>                                      <C>       <C>
Revenues                                 $693      $314
Cost of sales                             495       234
Operating expenses                        164        86
Depreciation and amortization               9         9
Equity (loss) income                      (15)        1
Other, net                                 30        20
Income before interest, minority
 interests and taxes                     $ 40      $  6

<FN>
(a)  Amounts for the first quarter of 2000 have been
     restated.  See Note 6 to the Consolidated Financial
     Statements.
</TABLE>

Operating Results
   Revenues and gross margin increased $379 million and $118
million, respectively, in the first quarter of 2001 compared
to the first quarter of 2000, primarily as a result of long-
term energy contracts originated in 2001 and the growth of
Energy Services' European operations. Operating expenses
increased primarily as a result of higher employee-related
costs.  Other, net in the first quarter of 2001 and 2000
consisted primarily of gains associated with the
securitization of equity investments.  Equity losses reflect
Energy Services' portion of losses of The New Power Company.

Broadband Services
   In implementing Enron's network strategy, Broadband
Services constructed the Enron Intelligent Network (the
EIN), a nationwide fiber optic network that consists of both
fiber deployed by Enron and acquired capacity on non-Enron
networks and is managed by Enron's Broadband Operating
System software.  The EIN, which connects 25 pooling points
in North America, Europe and Japan, provides the
infrastructure for Broadband Services' other businesses.
Enron is extending its market-making and risk management
skills from its energy business to develop the network
services intermediation business.  Broadband Services'
intermediation business helps customers manage unexpected
fluctuation in the price, supply and demand of network-
related requirements, including bandwidth and storage.
Enron's bandwidth-on-demand platform allows delivery of high-
bandwidth media-rich content such as video-on-demand and
high capacity data transport.  Broadband Services also makes
investments in companies with related technologies and with
the potential for capital appreciation.  Earnings from these
merchant investments, which are accounted for on a fair
value basis and are included in revenues, result from
changes in the market value of the securities.  Broadband
Services uses risk management disciplines, including hedging
transactions, to manage the impact of market price movements
on its merchant investments.  Broadband Services also sells
interests in certain investments and other assets to improve
liquidity and overall return, the timing of which is
dependent on market conditions and management's expectations
of the investment's value.

   The components of Broadband Services' businesses include
network services intermediation, the delivery of content and
the optimization of Enron's fiber network.

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

<TABLE>
<CAPTION>
                                             2001    2000

<S>   <C>                                    <C>     <C>
Gross margin                                 $ 54    $ 51
Operating expenses (including depreciation)    92      52
Other, net                                      3       1
  Loss before interest, minority interests
   and taxes                                 $(35)   $  -
</TABLE>

   Gross margin increased $3 million in the first quarter of
2001 compared to the first quarter of 2000.  First quarter
2001 gross margin included the realized appreciation associated
with a portion of Enron's broadband content delivery platform.
Gross margin for the first quarter of 2000 primarily reflects
earnings from sales of excess fiber capacity and an increase
in the market value of Broadband Services' merchant investments.
Operating expenses increased due to higher employee-related costs
and depreciation on fiber-optic related equipment placed into
service in late 2000.

Transportation and Distribution
   Transportation Services.  The following table summarizes
total volumes transported for each of Enron's interstate
natural gas pipelines.

<TABLE>
<CAPTION>
                                         First Quarter
                                         2001      2000

<S>                                     <C>       <C>
Total Volumes Transported (BBtu/d)(a)
  Northern Natural Gas                  3,750     4,147
  Transwestern Pipeline                 1,744     1,566
  Florida Gas Transmission              1,234     1,563
  Northern Border Pipeline              2,490     2,464

<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
                                         2001      2000

<S>                                      <C>       <C>
Net revenues                             $243      $201
Operating expenses                        107        65
Depreciation and amortization              17        16
Equity in earnings                         14         7
Other, net                                  -         1
  Income before interest and taxes       $133      $128
</TABLE>

Operating Results
   Revenues, net of cost of sales (net revenues) of
Transportation Services increased $42 million in the first
quarter of 2001 as compared to the first quarter of 2000
primarily due to increased transportation and storage
revenues received by Northern and increased volumes
transported and operational gas volumes sold by
Transwestern.  Higher gas prices in 2001 positively impacted
revenues from operational gas sales.  Operating Expenses
increased $42 million primarily as a result of higher gas
prices and other costs associated with the increase in volumes
transported by Transwestern and the timing of other pipeline
expenses.  Equity in earnings increased $7 million in the first
quarter of 2001 as compared to the same period in 2000 primarily
due to improved operating results from EOTT.

   Portland General.  Statistics for Portland General for
the first quarter of 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                              First Quarter
                                              2001      2000

<S>                                           <C>       <C>
Electricity Sales (Thousand MWh)
  Residential                                 2,171     2,361
  Commercial                                  1,820     1,872
  Industrial                                  1,200     1,169
     Total Retail                             5,191     5,402
  Wholesale                                   2,739     4,281
     Total Electricity Sales                  7,930     9,683

Average Billed Revenue (cents per kWh)         9.53      4.00

Resource Mix
  Coal                                           16%       13%
  Combustion Turbine                             17        10
  Hydro                                           6         8
     Total Generation                            39        31
  Firm Purchases                                 53        62
  Secondary Purchases                             8         7
     Total Resources                            100%      100%

Average Variable Power Cost (Mills/kWh)(a)     71.9      20.8

Retail Customers (end of period, thousands)     728       724

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

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

<TABLE>
<CAPTION>
                                         First Quarter
                                         2001      2000

<S>                                      <C>       <C>
Revenues                                 $767      $397
Purchased power and fuel                  582       202
Operating expenses                         67        78
Depreciation and amortization              51        46
Other, net                                (7)        34
  Income before interest and taxes       $ 60      $105
</TABLE>

Operating Results
   Revenues, net of purchased power and fuel costs,
decreased $10 million in the first quarter of 2001 as
compared to the first quarter of 2000.  The decrease was due
to higher purchased power and fuel costs resulting from
general market conditions, including lower hydroelectric
generation and higher gas prices.  Operating expenses
decreased primarily as a result of lower costs incurred for
transmission line repairs and lower overhead expenses.
Depreciation and amortization increased in 2001 primarily as
a result of increased regulatory amortization. Other, net in
2001 included the impact of a decline in the value of
investments.  Other, net in 2000 was favorably impacted by
certain regulatory events.

   On April 26, 2001, Enron announced that the agreement to
sell Portland General to Sierra Pacific Resources has been
terminated.  See Note 9 to the Consolidated Financial
Statements.

Corporate and Other
   Corporate and Other realized a loss before interest,
minority interests and taxes of $158 million and $44 million
in the first quarter of 2001 and 2000, respectively.  First
quarter 2001 results include higher unallocated corporate-
wide expenses and operating losses from non-core businesses,
including Azurix.

Interest and Related Charges, net
   Interest and related charges, net, is reported net of
interest capitalized of $15 million and $13 million for the
first three months of 2001 and 2000, respectively.  Net
expense increased $40 million in the first quarter of 2001
as compared to the same period of 2000, primarily due to
increased debt levels.

Income Tax Expense
   The projected effective tax rate for 2001 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 2001 as compared to the first quarter of 2000
primarily as a result of increased pretax earnings.

   Enron recorded tax benefits in shareholders' equity
related to stock options exercised by employees of
approximately $130 million in the first quarter of 2001.

CUMULATIVE EFFECT OF ACCOUNTING CHANGES

   On January 1, 2001, Enron recognized an after-tax non-
cash gain of $19 million in earnings and deferred an after-tax
non-cash gain of $25 million in "Accumulated Other Comprehensive
Income," a component of shareholders' equity and reclassified $277
million from "Long-Term Debt" to "Other Liabilities" to
reflect the initial adoption of Statement of Financial
Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133).  SFAS
No. 133 must be applied to all derivative instruments and
requires that such instruments be recorded in the balance
sheet either as an asset or a liability measured at its fair
value through earnings, with special accounting permitted
for certain qualifying hedges.

FINANCIAL CONDITION

Cash Flows

<TABLE>
<CAPTION>
                                         First Quarter
(In Millions)                           2001       2000

<S>                                    <C>       <C>
Cash provided by (used in):
   Operating activities                $ (464)   $  (457)
   Investing activities                (1,124)    (1,493)
   Financing activities                 1,300      2,128
</TABLE>

   Cash used in operating activities totaled $464 million
during the first three months of 2001 as compared to cash
used of $457 million in the same period last year.  Cash
used in operating activities in the first quarter of 2001
reflects cash provided by first quarter operations offset
by increased working capital requirements.  Cash used in
the first quarter of 2000 reflects the acquisition of
merchant assets and investments and working capital requirements.
Enron expects increased cash flows from operating activities in
subsequent quarters of 2001 related to its price risk management
activities.

   Cash used in investing activities totaled $1,124 million
during the first quarter of 2001 as compared to $1,493
million during the same period in 2000.  The first quarter
2001 amount reflects cash used for investments in
unconsolidated equity affiliates and energy network-related
capital expenditures.  Investments in unconsolidated equity
affiliates in 2001 include the acquisition of a company
whose assets include a newsprint mill and related assets and
the purchase of all publicly traded shares of Azurix Corp.

   Cash provided by financing activities totaled $1,300
million during the first quarter of 2001 as compared to
$2,128 million during the same period in 2000.  The first
three months of 2001 includes the net issuances of short-
and long-term debt of $1,549 million and the issuance of
common stock related to employee benefit plans, partially
offset by the acquisition of treasury stock and payments of
dividends.

   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, 2001 was $27.0 billion.
Debt as a percentage of total capitalization increased to
44.2% at March 31, 2001 as compared to 40.9% at December 31,
2000.  The increase in the ratio reflects increased long-
term debt, including the issuance in January 2001 of $1.25
billion of notes payable and increased net short-term
borrowings in the first quarter of 2001.

FINANCIAL RISK MANAGEMENT

   Wholesale Services offers price risk management services
primarily related to commodities associated with the energy
sector (natural gas, electricity, crude oil and natural gas
liquids).  Broadband Services also offers price risk
management services to its customers.  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, 2000.

   Enron's value at risk amounts at March 31, 2001 were
consistent with December 31, 2000 levels.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

   This Report and the Form 10-K include 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 Transportation Services, extension of
Enron's business model to new markets and industries, 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, completion of the sale of certain
assets and growth in the demand for retail energy
outsourcing solutions.  When used in this document, the
words "anticipate," "believe," "estimate," "expects,"
"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 success in
marketing natural gas and power to wholesale customers; the
ability of Enron to penetrate new retail natural gas and
electricity markets (including energy outsourcing markets)
in the United States and foreign jurisdictions; development
of Enron's broadband network and customer demand for
intermediation and content services; the timing, extent and
market effects of deregulation of energy markets in the
United States, including the current energy market
conditions in California, and in foreign jurisdictions;
other regulatory developments in the United States and in
foreign countries, including tax legislation and
regulations; political developments in foreign countries;
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 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

     Current Report on Form 8-K filed January 31, 2001,
     disclosing Enron Corp.'s plans to issue zero coupon
     convertible debt securities convertible into Enron
     common stock.

     Current Report on Form 8-K filed February 27, 2001,
     containing Enron Corp. Consolidated Financial
     Statements for the year ended December 31, 2000.

<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 14, 2001        By: RICHARD A. CAUSEY
                               Richard A. Causey
                               Executive Vice President and Chief
                                Accounting Officer
                               (Principal Accounting Officer)