Consulting Services Agreement

Consulting Services Agreement - Enron Corp. and John A. Urquhart(Sep 27, 1995)

                              
      SIXTH AMENDMENT TO CONSULTING SERVICES AGREEMENT
     This Agreement, made and entered into and effective as
of the 27th day of September, 1995 (the 'Effective Date'),
by and among John A. Urquhart, whose address is 111 Beach
Road, Fairfield, Connecticut  06430 ('Consultant'), Enron
Corp., a Delaware corporation ('Enron' or 'Company'), and
Enron Power Corp., a Delaware corporation ('EPC'), is an
amendment to that certain Consulting Services Agreement
entered into among the parties and effective as of the first
day of August, 1991.
     WHEREAS, the parties desire to amend the Consulting
Services Agreement;
     NOW, THEREFORE, in consideration of the Consultant's
continued engagement with Company and of the covenants
contained herein, the parties agree as follows:
     1.   The following sentence shall be added to the end
of Paragraph 3 of section (3)E of the Consulting Services
Agreement:
     'The grant price shall be the higher of (a) the closing
     price of one share of Enron Corp. common stock on
     December 29, 1995 or (b) $34.375.'
     2.   This Agreement is the sixth amendment to the
Consulting Services Agreement as previously amended, and the
parties agree that all other terms, conditions and
stipulations contained in said Consulting Services Agreement
and the previous amendments thereto shall remain in full
force and effect and without any change or modification,
except as provided herein.
     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
                                   JOHN A. URQUHART
                                   JOHN A. URQUHART
ENRON CORP.                        ENRON POWER CORP.
R. D. KINDER                       PEGGY B. MENCHACA
Title: President & COO             Title: V.P. & Corp. Secretary