REMARKETING AGREEMENT


     REMARKETING AGREEMENT, dated as of November 6, 1997 (the
"Remarketing Agreement"), by and between Enron Corp.  (the
"Company") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch").

     WHEREAS, the Company will issue $200,000,000 aggregate
principal amount of Remarketed Reset Notes due November 15, 2037
(the "Notes"), such Notes to be issued under the indenture dated
as of November 1, 1985, as supplemented and amended (the
"Indenture"), by and between the Company and Harris Trust and
Savings Bank, as trustee (the "Trustee"); and

     WHEREAS, the Notes are to be initially offered to the public
through Merrill Lynch; and

     WHEREAS, the Company has requested Merrill Lynch to act as
Remarketing Underwriter (as defined in Section 2(a) hereof) in
connection with the Notes, and as such to perform the services
described herein; and

     WHEREAS, Merrill Lynch is willing to act as Remarketing
Underwriter in connection with the Notes, and as such to perform
such duties on the terms and conditions expressly set forth
herein.

     NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the
parties hereto agree as follows:

     Section 1.       Definitions.  Capitalized terms used and
not defined in this Agreement shall have the respective meanings
assigned to them in the Notes or, if not therein stated, in the
Indenture relating to the offering of the Notes.

     Section 2.       Appointment and Obligations of Merrill
Lynch.  (a) The Company hereby appoints Merrill Lynch, and
Merrill Lynch hereby accepts such appointment, as the exclusive
remarketing underwriter (the "Remarketing Underwriter") for the
purpose of (x) recommending to the Company the Spread for each
Subsequent Spread Period that, in the opinion of the Remarketing
Underwriter, will enable the Remarketing Underwriter to remarket,
for delivery on the Tender Date, tendered Notes at 100% of the
principal amount thereof, (y) if the Company and the Remarketing
Underwriter agree on the Spread referred to in (x) above,
entering into a remarketing underwriting agreement (each, a
"Remarketing Underwriting Agreement") with the Company,
substantially in the form attached hereto as Exhibit A, pursuant
to which the Remarketing Underwriter will agree to purchase the
Notes tendered by the beneficial owners thereof (the "Beneficial
Owners") and remarket such Notes (each such purchase and
remarketing being hereinafter referred to as a "Remarketing"),
and (z) performing such other duties as are assigned to the
Remarketing Underwriter in the Notes and/or the Indenture and/or
the applicable Remarketing Underwriting Agreement.

     Section 3.     Fees and Expenses.  The obligations of the
Company to pay to the Remarketing Underwriter on each Tender Date
the fees and expenses set forth in the applicable Remarketing
Underwriting Agreement shall survive the termination of this
Agreement and remain in full force and effect until all such
payments shall have been made in full.

     Section 4.     Removal of the Remarketing Underwriter.  With
respect to any Subsequent Spread Period, the Company may in its
absolute discretion remove the Remarketing Underwriter by giving
notice to the Remarketing Underwriter prior to 3:00 p.m., New
York City time, on the Duration/Mode Determination Date
applicable thereto, such removal to be effective upon the
Company's appointment of a successor Remarketing Underwriter.  In
such case, the Company will use its best efforts to appoint a
successor Remarketing Underwriter and enter into such a
remarketing agreement with such persons as soon as reasonably
practicable.

     Section 5.     Dealing in the Notes.  Subject to its
compliance with applicable laws and regulations, Merrill Lynch,
when acting as Remarketing Underwriter or in its individual or
any other capacity, may buy, sell, hold and deal in any of the
Notes.  Merrill Lynch may exercise any vote or join in any action
which any Beneficial Owner of Notes may be entitled to exercise
or take with like effect as if it did not act in any capacity
hereunder.  Merrill Lynch, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any
financial or other transaction with the Company as freely as if
it did not act in any capacity hereunder. Likewise, it or any
affiliate thereof may act as the "Reference Treasury Dealer" as
defined in the Company's Prospectus Supplement, dated November 6,
1997, relating to the Notes.

     Section 6.     Current Prospectus.  If Merrill Lynch
determines, based on advice of counsel, that changes in
applicable law, regulations or interpretations of the Securities
and Exchange Commission make it necessary or advisable to deliver
a current prospectus in connection with a Remarketing, the
Company shall furnish a current prospectus to be used by the
Remarketing Underwriter in such Remarketing.

     Section 7.     Representations and Warranties by the
Company.  The Company represents and warrants to Merrill Lynch,
as of the date hereof, and as of each Tender Date as follows:

          (a)  Financial Statements.  The financial statements of
     the Company included in the Company's most recently filed
     Annual Report on Form 10-K and Quarterly Reports on Form
     10-Q, if any (the "34 Act Documents"), together with the
     related schedules and notes, as well as those financial
     statements, schedules and notes of any other entity included
     therein, if any, present fairly the financial position of
     the Company and its consolidated subsidiaries, or such other
     entity, as the case may be, at the dates indicated and the
     statement of operations, stockholders' equity and cash flows
     of the Company and its consolidated subsidiaries, or such
     other entity, as the case may be, for the periods specified.
     Such financial statements have been prepared in conformity
     with generally accepted accounting principles ("GAAP")
     applied on a consistent basis throughout the periods
     involved, except as otherwise disclosed in such financial
     statements or the notes thereto.  The supporting schedules,
     if any, included in the Company's 34 Act Documents present
     fairly in accordance with GAAP the information required to
     be stated therein.  The selected financial data and the
     summary financial information, if any, included in the
     Company's 34 Act Documents present fairly the information
     shown therein and have been compiled on a basis consistent
     with that of the audited financial statements included in
     the Company's 34 Act Documents.  In addition, any pro forma
     financial statements of the Company and its subsidiaries and
     the related notes thereto included in the Company's 34 Act
     Documents present fairly the information shown therein, have
     been prepared in accordance with the Commission's rules and
     guidelines with respect to pro forma financial statements
     and have been properly compiled on the basis described
     therein, and the assumptions used in the preparation thereof
     are reasonable and the adjustments used therein are
     appropriate to give effect to the transactions and
     circumstances referred to therein.

          (b)  No Material Adverse Change in Business.  Since the
     respective dates as of which information is given in the
     Company's 34 Act Documents, except as otherwise stated
     therein, (A) there has been no material adverse change in
     the business, consolidated financial position or
     consolidated results of operations of the Company and its
     subsidiaries considered as one enterprise (a "Material
     Adverse Effect"), (B) there have been no transactions
     entered into by the Company or any of its subsidiaries,
     other than those arising in the ordinary course of business,
     which are materially adverse with respect to the Company and
     its subsidiaries considered as one enterprise and (C) except
     for regular distributions on the Company's common or
     preferred shares of beneficial interest, in amounts per
     share that are consistent with past practice or the
     applicable declaration of trust document or supplement
     thereto, respectively, there has been no dividend or
     distribution of any kind declared, paid or made by the
     Company on any class of its capital shares.

          (c)  Good Standing of the Company.  The Company has
     been duly organized and is validly existing as a corporation
     in good standing under the laws of the State of Oregon and
     has the corporate power and authority to own and lease its
     properties and to conduct its business as described in the
     Company's 34 Act Documents and to enter into and perform its
     obligations under, or as contemplated under, this
     Remarketing Agreement and the Remarketing Underwriting
     Agreement.  The Company is duly qualified as a foreign
     corporation to transact business and is in good standing in
     each other jurisdiction in which such qualification is
     required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the
     failure to so qualify or be in good standing would not
     result in a Material Adverse Effect.

          (d)  Good Standing of Subsidiaries.  Each "significant
     subsidiary" of the Company (as such term is defined in Rule
     1-02 of Regulation S-X promulgated under the 1933 Act)
     (each, a "Subsidiary" and, collectively, the
     "Subsidiaries"), if any, has been duly organized and is
     validly existing as a corporation in good standing under the
     laws of the jurisdiction of its incorporation, has corporate
     power and authority to own, lease and operate its properties
     and to conduct its business as described in the Company's 34
     Act Documents and is duly qualified as a foreign corporation
     to transact business and is in good standing in each
     jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or
     the conduct of business, except where the failure to so
     qualify or be in good standing would not result in a
     Material Adverse Effect.  Except as otherwise stated in the
     Company's 34 Act Documents, all of the issued and
     outstanding capital stock of each Subsidiary owned by the
     Company, directly or through subsidiaries, has been duly
     authorized and is validly issued, fully paid and non-
     assessable and is owned by the Company, directly or through
     subsidiaries, free and clear of any security interest,
     mortgage, pledge, lien, encumbrance, claim or equity.  None
     of the outstanding shares of capital stock of any Subsidiary
     was issued in violation of preemptive or other similar
     rights of any securityholder of such Subsidiary.

          (e)  Capitalization.  If the Prospectus contains a
     "Capitalization" section, the authorized, issued and
     outstanding capital shares of the Company is as may be set
     forth in such section, or in the Company's financial
     statements incorporated by reference in such Prospectus
     (except for subsequent issuances thereof, if any,
     contemplated pursuant to reservations, agreements or
     employee benefit plans or pursuant to the exercise of
     convertible securities or options).  Such capital shares
     have been duly authorized and validly issued by the Company
     and are fully paid and non-assessable, and none of such
     capital shares were issued in violation of preemptive or
     other similar rights of any securityholder of the Company.

          (f)  Authorization of this Remarketing Agreement and
     the Remarketing Underwriting Agreement.  This Remarketing
     Agreement and the Remarketing Underwriting Agreement have
     been duly authorized, executed and delivered by the Company.

          (g)  Authorization of Notes.  The Notes have been duly
     authorized by the Company for issuance and sale pursuant to
     the Underwriting Agreement.  Such Notes, when issued and
     authenticated in the manner provided for in the Indenture
     and delivered against payment of the consideration therefor
     specified in the Underwriting Agreement, will constitute
     valid and legally binding obligations of the Company,
     entitled to the benefits of the Indenture and enforceable
     against the Company in accordance with their terms, except
     as the enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws
     relating to or affecting creditors' rights generally or by
     general equitable principles.

          (h)  Authorization of the Indenture.  The Indenture has
     been duly authorized, executed and delivered by the Company
     and, assuming due authorization, execution and delivery by
     the Trustee, constitutes a valid and legally binding
     agreement of the Company, enforceable against the Company in
     accordance with its terms, except as the enforcement thereof
     may be limited by bankruptcy, insolvency, reorganization,
     moratorium or other similar laws relating to or affecting
     creditors' rights generally or by general equitable
     principles.

          (i)  Descriptions of the Notes.  The Notes being sold
     pursuant to this Agreement conform in all material respects
     to the statements relating thereto contained in the
     Prospectus and will be in substantially the form filed or
     incorporated by reference, as the case may be, as an exhibit
     to the Registration Statement.

          (j)  Absence of Defaults and Conflicts.  Neither the
     Company nor any of its subsidiaries is in violation of its
     charter or by-laws or in default in the performance or
     observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage,
     deed of trust, loan or credit agreement, note, lease or
     other agreement or instrument to which the Company or any of
     its subsidiaries is a party or by which it or any of them
     may be bound, or to which any of the property or assets of
     the Company or any of its subsidiaries is subject
     (collectively, "Agreements and Instruments"), except for
     such defaults that would not result in a Material Adverse
     Effect.  The execution, delivery and performance of this
     Remarketing Agreement and the Remarketing Underwriting
     Agreement, the Indenture, and any other agreement or
     instrument entered into or issued or to be entered into or
     issued by the Company in connection with the transactions
     contemplated hereby or thereby and the consummation of the
     transactions contemplated herein or therein (including the
     issuance and sale of the Notes and the use of the proceeds
     from the sale thereof as described under the caption "Use of
     Proceeds") and compliance by the Company with its
     obligations hereunder and thereunder have been duly
     authorized by all necessary corporate action, and do not and
     will not, whether with or without the giving of notice or
     passage of time or both, conflict with or constitute a
     breach of, or default or Repayment Event (as defined below)
     under, or result in the creation or imposition of any lien,
     charge or encumbrance upon any assets, properties or
     operations of the Company or any of its subsidiaries
     pursuant to, any Agreements and Instruments (except for such
     conflicts, breaches, defaults, events or liens, charges or
     encumbrances that would not result in a Material Adverse
     Effect) nor will such action result in any violation of the
     provisions of the charter or by-laws of the Company or any
     of its subsidiaries or any applicable law, statute, rule,
     regulation, judgment, order, writ or decree of any
     government, government instrumentality or court, domestic or
     foreign, having jurisdiction over the Company or any of its
     subsidiaries or any of their assets, properties or
     operations.  As used herein, a "Repayment Event" means any
     event or condition which gives the holder of any note,
     debenture or other evidence of indebtedness (or any person
     acting on such holder's behalf) the right to require the
     repurchase, redemption or repayment of all or a portion of
     such indebtedness by the Company or any of its subsidiaries.

          (k)  Absence of Labor Disputes.  No labor dispute with
     the employees of the Company or any of its subsidiaries
     exists, or to the knowledge of the Company, is imminent,
     which, in either case, may reasonably be expected to result
     in a Material Adverse Effect.

          (l)  Absence of Proceedings.  Except as described in
     the Company's 34 Act Documents, there is not pending or
     threatened any action, suit, proceeding, inquiry or
     investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or to the
     knowledge of the Company threatened, against or affecting
     the Company or any of its subsidiaries which is required to
     be disclosed in the Company's 34 Act Documents (other than
     as stated therein), or which might reasonably be expected to
     result in a Material Adverse Effect, or which might
     reasonably be expected to materially and adversely affect
     the assets, properties or operations thereof or the
     consummation of the transactions contemplated under this
     Remarketing Agreement or the Remarketing Underwriting
     Agreement or the Indenture or the performance by the Company
     of its obligations hereunder and thereunder.

          (m)  Absence of Further Requirements.  No filing with,
     or authorization, approval, consent, license, order,
     registration, qualification or decree of, any court or
     governmental authority or agency, domestic or foreign,
     having jurisdiction over the Company is required for the
     performance by the Company of its obligations under this
     Remarketing Agreement or the Remarketing Underwriting
     Agreement or in connection with the transactions
     contemplated under this Remarketing Agreement or the
     Remarketing Underwriting Agreement or the Indenture, except
     such as have been already obtained or as may be required
     under state securities laws.

          (n)  Title to Property.  The Company and its
     subsidiaries have good and indefeasible title to all real
     property owned by the Company and its subsidiaries, in each
     case, free and clear of all mortgages, pledges, liens,
     security interests, claims, restrictions or encumbrances of
     any kind, except (A) as otherwise stated in the Company's 34
     Act Documents or (B) those which do not, singly or in the
     aggregate, materially affect the value of such property and
     do not interfere with the use made and proposed to be made
     of such property by the Company or any of its subsidiaries.
     All of the leases and subleases material to the business of
     the Company and its subsidiaries considered as one
     enterprise, and under which the Company or any of its
     subsidiaries holds properties described in the Company's 34
     Act Documents, are in full force and effect, and neither the
     Company nor any of its subsidiaries has received any notice
     of any material claim that has been asserted by anyone
     adverse to the rights of the Company or any of its
     subsidiaries under any of the leases or subleases mentioned
     above, or affecting or questioning the rights of the Company
     or such subsidiary of the continued possession of the leased
     or subleased premises under any such lease or sublease.

          (o)  Investment Company Act.  The Company is not, and
     upon the sale of the Notes on the Tender Date as herein
     contemplated and the application of the net proceeds
     therefrom will not be, an "investment company" within the
     meaning of the Investment Company Act of 1940, as amended.

          (p)  Public Utility Holding Company Act.  The Company
     is not subject to, or is exempt from, regulation as a
     "holding company" under the Public Utility Holding Company
     Act of 1935, as amended.

          (q)  Officers' Certificates.  Any certificate signed by
     any officer of the Company or any of its subsidiaries and
     delivered to any Underwriter or to counsel for the
     Underwriters in connection with the offering of the Notes
     shall be deemed a representation and warranty by the Company
     to each Underwriter as to the matters covered thereby on the
     date of such certificate and, unless subsequently amended or
     supplemented, at each Closing Date subsequent thereto.

     Section 8.     Conditions to the Remarketing Underwriter's
Obligations.  The obligations of the Remarketing Underwriter to
purchase and remarket the Notes shall be subject to the terms and
conditions of the applicable Remarketing Underwriting Agreement.

     Section 9.     Termination of this Remarketing Agreement.
Subject to Section 3 hereof relating to the payment of fees and
expenses, this Agreement shall terminate as to the Remarketing
Underwriter on the effective date of the removal of such
Remarketing Underwriter pursuant to Section 4 hereof.

     Section 10.    Remarketing Underwriter's Performance; Duty
of Care.  The duties and obligations of the Remarketing
Underwriter hereunder shall be determined solely by the express
provisions of this Agreement and the Notes and the Indenture and
the applicable Remarketing Underwriting Agreement.

     Section 11.    GOVERNING LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE.

     Section 12.    Term of Agreement.  Unless otherwise
terminated in accordance with the provisions hereof, this
Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Notes are
outstanding.

     Section 13.    Successors and Assigns.  The rights and
obligations of the Company hereunder may not be assigned or
delegated to any other person without the prior written consent
of Merrill Lynch, the rights and obligations of Merrill Lynch
hereunder may not be assigned or delegated to any other person
without the prior written consent of the Company, and any attempt
by either party to do so will be unenforceable.  This Agreement
shall inure to the benefit of and be binding upon the Company and
Merrill Lynch and their respective permitted successors and
assigns.  The terms "successors" and "assigns" shall not include
any purchaser of any Notes merely because of such purchase.

     Section 14.    Headings.  Section headings have been
inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.

     Section 15.    Severability.  If any provision of this
Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts
with any provision of any constitution, statute, rule or public
policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstances or
jurisdiction, or of rendering any other provision or provisions
of this Agreement invalid, inoperative or unenforceable to any
extent whatsoever.

     Section 16.    Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same
document.

     Section 17.    Amendments.  This Agreement may be amended by
any instrument in writing signed by each of the parties hereto.

     Section 18.    Notices.  Unless otherwise specified, any
notices, requests, consents or other communications given or made
hereunder or pursuant hereto shall be made in writing or
transmitted by any standard form of telecommunication or by
telephone and confirmed in writing.  All written notices shall be
deemed to be validly given or made, if delivered by hand, when so
delivered, or if mailed, when mailed registered or certified
mail, return receipt requested and postage prepaid.  All notices
by telecommunication (including telephone) shall be deemed to be
validly given or made when received.  All such notices, requests,
consents or other communications shall be addressed as follows:
if to the Company, to 1400 Smith Street, Houston, Texas 77002,
Attention: William D. Gathmann, Vice President, Finance and
Treasurer, Facsimile No. (713) 646-5930; and if to Merrill Lynch,
to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill
Lynch World Headquarters, World Financial Center, North Tower,
New York, New York 10281-1209, Attention:  Debt Syndicate, or to
such other address as either of the above shall specify to the
other in writing.

     Section 19.    Benefit.  Nothing in this Agreement, express
or implied, is intended or shall be construed to confer upon or
give any person other than the parties hereto any remedy or claim
under or by reason of this Agreement or any term, covenant or
condition hereof, all of which shall be for the sole and
exclusive benefit of the parties.

     IN WITNESS WHEREOF, each of the Company and Merrill Lynch
has caused this Agreement to be executed in its name and on its
behalf by one of its duly authorized officers as of the date
first above written.


                         ENRON CORP.


                         By:  RICHARD A. CAUSEY
                              Name:  Richard A. Causey
                              Title: Senior Vice President


                         MERRILL LYNCH & CO.
                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                                    INCORPORATED


                         By:  DAVID MILLER
                              Name:  David Miller
                              Title: Vice President

<PAGE>
                                                        EXHIBIT A

               REMARKETING UNDERWRITING AGREEMENT


     Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Remarketing Underwriter") hereby agrees to
purchase the Notes described below (the "Notes") that have been
tendered by the holders thereof for sale on ___________ __, ____
(the "Tender Date").

     It is acknowledged and agreed that the Notes need not be
further registered under the Securities Act of 1933, as amended
(the "Act"), and that, in connection with the remarketing of the
Notes by the Remarketing Underwriter in accordance with the terms
of the Remarketing Agreement dated November 6, 1997, no
prospectus meeting the requirements of Section 10 of the Act need
be delivered, or filed pursuant to Rule 424 under the Act.

     It is understood that the Remarketing Underwriter will
deliver to purchasers and prospective purchasers, in connection
with the remarketing, one or more forms of written communication
describing the terms of the Notes (each, a "Remarketing
Memorandum"), the form of each of which shall be delivered to
Enron Corp. (the "Company") not less than two Business Days prior
to its use and subject to the approval of the Company prior to
its use by the Remarketing Underwriter, which approval shall not
be unreasonably withheld or delayed.

     The Remarketing Underwriter shall offer to purchase Notes
and purchase validly tendered Notes on the Tender Date in
accordance with all applicable laws and regulations and
interpretations of the Securities and Exchange Commission.

     The representations and warranties made pursuant to the
above-referenced Remarketing Agreement (other than paragraphs (g)
and (h)); Section 6(l) of the attached Underwriting Agreement
(which dates shall be the date of the Remarketing Underwriting
Agreement and the Closing Date for the relevant Tender Date);
Section 9 of the attached Underwriting Agreement (except that
Section 9 is amended to allow termination of this Agreement by
the Underwriter if the Company's representations and warranties
therein are not accurate and correct); paragraphs (c), (e) and
(h) of Section 5 of the attached Underwriting Agreement; and
Section 11 of the attached Underwriting Agreement are
incorporated in their entirety into this Agreement and made
applicable to the obligations of the Remarketing Underwriter to
the extent applicable to any remarketing of the Notes, except as
explicitly amended hereby.  The terms "Registration Statement"
and "Prospectus" shall be deemed to refer to each such document
as amended to the date hereof and the Tender Date, and the term
"Incorporated Documents" shall similarly be deemed to include
those filed and incorporated by reference through such dates.

     If the Remarketing Underwriter determines, based on advice
of counsel, that changes in applicable law, regulations or
interpretations of the Securities and Exchange Commission make it
necessary or advisable to deliver a current prospectus in
connection with this Remarketing, the attached Underwriting
Agreement shall apply in its entirety.  All references in such
Underwriting Agreement to (i) the "Underwriter" shall be deemed
to refer to the Remarketing Underwriter, (ii) the "Purchased
Securities" shall be deemed to refer to the Notes, (iii) the
Underwriting Agreement shall be deemed to refer to the
Remarketing Underwriting Agreement, and  (iv) "Closing Date"
shall be deemed to refer to the Tender Date.  To the extent the
provisions of such Underwriting Agreement refer to the
"Prospectus" or the "Registration Statement," such references
shall be deemed to refer to any Remarketing Memorandum or
registration statement, if any, that the Company is required to
prepare or file pursuant to applicable law, regulations or
interpretations of the Securities and Exchange Commission in
effect at the time of such remarketing of the Notes, including
all documents incorporated by reference therein.  For the
purposes of Section 8 of the attached Underwriting Agreement, the
relative benefit received by the Company on the one hand and the
Remarketing Underwriter on the other in connection with the
remarketing of the Notes pursuant to this Agreement shall be
deemed to be in the same respective proportions as the aggregate
public offering price of the Notes bears to the remarketing fee
received by the Remarketing Underwriter pursuant to this
Agreement.

     All capitalized terms not otherwise defined in this
Agreement have the respective meanings assigned thereto in the
Notes, the form of which is attached hereto.

Company:                           Enron Corp.
                                   1400 Smith Street
                                   Houston, Texas  77002
                                    
Remarketing Underwriter and        Merrill Lynch & Co.
Address:                           Merrill Lynch, Pierce, Fenner
                                   & Smith Incorporated
                                   Merrill Lynch World
                                   Headquarters
                                   World Financial Center
                                   North Tower, 26th Floor
                                   New York, New York  10281-1209
                                    
Title of Notes:                    Remarketed Reset Notes due
                                   November 15, 2037
                                    
Principal Amount of Notes to        
be Purchased:
                                    
Title of Indenture:                Indenture dated as of
                                   November 15, 1985, as
                                   supplemented and amended, by
                                   and between the Company and
                                   the Trustee
                                    
Trustee:                           Harris Trust and Savings Bank
                                    
Current Ratings:                   Moody's Investors Service Inc.:
                                   Standard & Poor's Corporation:
                                   Duff & Phelps, Inc.:
                                    
Certain Terms of the Notes:         
                                    
     Maturity:                     November 15, 2037
                                    
     Spread Determination Date:
                                    
     Duration/Mode Determination
     Date:
                                    
     Tender Notice Date:           
                                    
     Interest Reset Dates:         
                                    
     Tender Date:                  
                                    
     New Interest Rate:            As determined by application
                                   of the provisions set forth in
                                   the attached form of the Notes
                                   on the LIBOR Determination
                                   Date or the Fixed Rate
                                   Determination Date, as
                                   applicable.
                                    
     Spread:                       
                                    
     Interest Payment Dates:       
                                    
     Subsequent Spread Period:     
                                    
     Redemption Provisions:            
                                    
Beneficial Owner Tender            As set forth in the attached
Provisions:                        Prospectus Supplement dated
                                   November 6, 1997.  In the
                                   event that the Remarketing
                                   Underwriter fails to purchase
                                   all Notes validly tendered for
                                   purchase on the Tender Date,
                                   then the Remarketing
                                   Underwriter shall promptly
                                   notify the Company and the
                                   Trustee of such failure.
                                    
Shorter Subsequent Spread          In the event that (A) the
Period:                            Remarketing Underwriter fails
                                   to purchase all Notes validly
                                   tendered for purchase on the
                                   Tender Date for any reason,
                                   and (B) the Company has not
                                   given notice of redemption of
                                   all of the Notes then
                                   outstanding in accordance with
                                   the provisions described in
                                   the attached form of the
                                   Notes, then the Subsequent
                                   Spread Period shall be a
                                   period of one year, which
                                   Subsequent Spread Period shall
                                   be deemed to have commenced
                                   upon the Commencement Date
                                   that coincides with the Tender
                                   Date.
                                    
Legal Opinion:                     If required to be delivered
                                   pursuant to this Remarketing
                                   Underwriting Agreement, the
                                   opinion to be delivered
                                   pursuant to Section 5(f) of
                                   the attached Underwriting
                                   Agreement shall be modified to
                                   read as follows: "the Notes
                                   have been duly authorized; a
                                   single global Note registered
                                   in the name of CEDE & Co., a
                                   nominee of The Depository
                                   Trust Company ("DTC"), has
                                   been duly authenticated in
                                   accordance with the provisions
                                   of the Indenture, paid for and
                                   delivered to DTC, and
                                   constitutes a valid and
                                   binding obligation of the
                                   Company; and the Underwriter
                                   will acquire the rights of a
                                   bona fide purchaser (as such
                                   terms are defined in the
                                   Uniform Commercial Code as in
                                   effect in the State of New
                                   York (the "UCC")) in any
                                   portion of the Notes
                                   transferred to the Underwriter
                                   by a prior owner thereof as
                                   recorded on the books of DTC,
                                   provided that  (i) the portion
                                   of the Notes transferred is an
                                   authorized denomination of the
                                   Notes, (ii) the transfer is
                                   recorded on the books of DTC
                                   by a debit to the transferor's
                                   account with DTC and a credit
                                   to the Underwriter's account
                                   with DTC, (iii) the
                                   Underwriter makes payment to
                                   such transferor of value for
                                   such transfer and (iv) the
                                   Underwriter purchases such
                                   interest in good faith and
                                   without notice of any adverse
                                   claim, within the meaning of
                                   the UCC.
                                  
                                   If required to be delivered
                                   pursuant to this Remarketing
                                   Underwriting Agreement, the
                                   opinion to be delivered
                                   pursuant to Section 5(g) of
                                   the attached Underwriting
                                   Agreement may be delivered by
                                   any counsel designated by the
                                   Remarketing Underwriter and
                                   reasonably acceptable to the
                                   Company.
                                    
Form of Notes:                     Global certificate registered
                                   in the name of the nominee,
                                   which currently is CEDE & Co.,
                                   of the depository of the
                                   Notes, which is DTC.  The
                                   beneficial owners of the Notes
                                   ("Beneficial Owners") are not
                                   entitled to receive definitive
                                   certificates representing
                                   their Notes, except under
                                   limited circumstances.  A
                                   Beneficial Owner's ownership
                                   of a Note currently is
                                   recorded on or through the
                                   records of the brokerage firm
                                   or other entity that is a
                                   participant in DTC and that
                                   maintains such Beneficial
                                   Owner's account.
                                    
Purchase Price:                     
                                    
100% of the principal amount       _____% of the principal amount
of the Notes.  Payable to DTC      of the Notes outstanding on
for the Beneficial Owners of       each Tender Date multiplied by
Tendered Notes.Remarketing         the number of years remaining
Fee:                               in the Stated Maturity.
                                    
Closing:                           Bracewell & Patterson, L.L.P.,
                                   711 Louisiana Street, Suite
                                   2900, Houston, Texas 77002 at
                                   9:00 a.m., Houston, Texas
                                   time, on the Tender Date.
                                    
     The foregoing terms are hereby confirmed and agreed to as of
this ____ day of ___________, ____.


                         ENRON CORP.


                         By:
                             Name:
                             Title:


                         MERRILL LYNCH & CO.
                         MERRILL LYNCH, PIERCE, FENNER & SMITH
                                          INCORPORATED


                         By:
                             Name:
                             Title:

Source: OneCLE Business Contracts.