<PAGE>   1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1997

                                                      REGISTRATION NO. 333-_____
================================================================================
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                                  ENRON CORP.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                   47-0255140
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
                               1400 SMITH STREET
                           HOUSTON, TEXAS 77002-7369
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                              --------------------

         THE ENRON CORP. STOCK OPTION PLAN FOR ZOND EXCHANGE AGREEMENTS
                            (FULL TITLE OF THE PLAN)

                                 REX R. ROGERS
                                  ENRON CORP.
                               1400 SMITH STREET
                           HOUSTON, TEXAS 77002-7369
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (713) 853-3069
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                                RONALD T. ASTIN
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================

      TITLE OF             AMOUNT TO BE          PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
  SECURITIES TO BE          REGISTERED            OFFERING PRICE             AGGREGATE           REGISTRATION FEE
     REGISTERED                                   PER SHARE (1)         OFFERING PRICE (1)
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                   <C>                       <C>
COMMON STOCK,                415,448
$.10 PAR VALUE                SHARES                  $42.625               $17,708,471               $5,367
====================================================================================================================
</TABLE>


     (1)  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE, IN
ACCORDANCE WITH RULE 457(h), ON THE BASIS OF THE PRICE OF SECURITIES OF THE SAME
CLASS, AS DETERMINED IN ACCORDANCE WITH RULE 457(c), USING THE AVERAGE OF THE
HIGH AND LOW PRICES REPORTED ON THE NEW YORK STOCK EXCHANGE OF $42.625 PER SHARE
FOR REGISTRANT'S COMMON STOCK ON JANUARY 2, 1997.

                               -----------------

--------------------------------------------------------------------------------
================================================================================

<PAGE>   2



                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.      Incorporation of Documents by Reference.

                      The following documents, which have been filed with the
                  Securities and Exchange Commission (the "Commission") by
                  Enron Corp. (Exchange Act Registration No. 1-3423), a
                  Delaware corporation (the "Registrant"), are incorporated
                  herein by reference and made a part hereof:

                      (a)  Annual Report on Form 10-K for the fiscal year ended 
                           December 31, 1995;

                      (b)  Quarterly Reports on Form 10-Q for the quarters
                           ended March 31, 1996, June 30, 1996 and September
                           30, 1996;

                      (c)  Current Report on Form 8-K filed with the Commission 
                           on March 8,1996; and

                      (d)  the description of Registrant's Common Stock 
                           contained in Registration Statement No.
                           33-53877 on Form S-3 declared effective
                           by the Commission on July 14, 1994.

                           All documents filed by the Registrant pursuant to
                           Sections 13(a), 13(c), 14 and 15(d) of the Exchange
                           Act subsequent to the effective date of this
                           Registration Statement, prior to the filing of a
                           post-effective amendment to this Registration
                           Statement indicating that all securities offered
                           hereby have been sold or deregistering all
                           securities then remaining unsold, shall be deemed to
                           be incorporated by reference herein and to be a part
                           hereof from the date of filing of such documents.
                           Any statement contained herein or in any document
                           incorporated or deemed to be incorporated by
                           reference herein shall be deemed to be modified or
                           superseded for purposes of this Registration
                           Statement to the extent that a statement contained
                           herein or in any other subsequently filed document
                           which also is or is deemed to be incorporated by
                           reference herein modifies or supersedes such
                           statement. Any such statement so modified or
                           superseded shall not be deemed to constitute a part
                           of this Registration Statement, except as so
                           modified or superseded.

         Item 4.  Description of Securities.

                  Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

                  None.

         Item 6.  Indemnification of Directors and Officers.

                           Section 145 of Chapter 1 of Title 8 of the Delaware
                  Code provides that every corporation created under the
                  provisions thereof shall have the power to indemnify its
                  directors, officers, employees and agents against certain
                  liabilities.

                           The Restated Certificate of Incorporation, as
                  amended, of Enron contains the following provisions relating
                  to indemnification of directors and officers:

                           "1. A director of the Corporation shall not be
                  personally liable to the Corporation or its stockholders for
                  monetary damages for breach of fiduciary duty as a director,
                  except for liability (i) for any breach of the director's
                  duty of loyalty to the Corporation or its stockholders, (ii)
                  for acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law, (iii)
                  under Section 174 of the Delaware General Corporation Law, or
                  (iv) for any transaction from which the director derived an
                  improper personal benefit.

                           2. (A) Each person who was or is made a party or is
                  threatened to be made a party to or is involved in any
                  action, suit or proceeding, whether civil, criminal,

<PAGE>   3
                  administrative or investigative (hereinafter a "proceeding"),
                  by reason of the fact that he or she, or a person of whom he
                  or she is the legal representative, is or was a director or
                  officer, of the Corporation or is or was serving at the
                  request of the Corporation as a director, officer, employee
                  or agent of another corporation or of a partnership, joint
                  venture, trust or other enterprise, including service with
                  respect to employee benefit plans, whether the basis of such
                  proceeding is alleged action in an official capacity as a
                  director, officer, employee or agent or in any other capacity
                  while serving as a director, officer, employee or agent,
                  shall be indemnified and held harmless by the Corporation to
                  the fullest extent authorized by the Delaware General
                  Corporation Law, as the same exists or may hereafter be
                  amended (but, in the case of any such amendment, only to the
                  extent that such amendment permits the Corporation to provide
                  broader indemnification rights than said law permitted the
                  Corporation to provide prior to such amendment), against all
                  expense, liability and loss (including attorneys' fees,
                  judgments, fines, ERISA excise taxes or penalties and amounts
                  paid or to be paid in settlement) reasonably incurred or
                  suffered by such person in connection therewith, and such
                  indemnification shall continue as to a person who has ceased
                  to be a director, officer, employee or agent and shall inure
                  to the benefit of his or her heirs, executors and
                  administrators; provided, however, that, except as provided
                  in paragraph (B) hereof, the Corporation shall indemnify and
                  such person seeking indemnification in connection with a
                  proceeding (or part thereof) initiated by such person only if
                  such proceeding (or part thereof) was authorized by the Board
                  of Directors of the Corporation. The right to indemnification
                  conferred in this Section shall be a contract right and shall
                  include the right to be paid by the Corporation the expenses
                  incurred in defending any such proceeding in advance of its
                  final disposition; provided, however, that, if the Delaware
                  General Corporation Law requires, the payment of such
                  expenses incurred by a director or officer in his or her
                  capacity as a director or officer (and not in any other
                  capacity in which service was or is rendered by such person
                  while a director or officer, including, without limitation,
                  service to an employee benefit plan) in advance of the final
                  disposition of the proceeding, shall be made only upon
                  delivery to the Corporation of an undertaking, by or on
                  behalf of such director or officer, to repay all amounts so
                  advanced if it shall ultimately be determined that such
                  director or officer is not entitled to be indemnified under
                  this Section or otherwise. The Corporation may, by action of
                  its Board of Directors, provide indemnification to employees
                  and agents of the Corporation with the same scope and effect
                  as the foregoing indemnification of directors and officers.

                           (B) If a claim under paragraph 2(A) of this Article
                  XVI is not paid in full by the Corporation within thirty days
                  after a written claim has been received by the Corporation,
                  the claimant may at any time thereafter bring suit against
                  the Corporation to recover the unpaid amount of the claim
                  and, if successful in whole or in part, the claimant shall be
                  entitled to be paid also the expense of prosecuting such
                  claim. It shall be a defense to any such action (other than
                  an action brought to enforce a claim for expenses incurred in
                  defending any proceeding in advance of its final disposition
                  where the required undertaking, if any is required, has been
                  tendered to the Corporation) that the claimant has not met
                  the standards of conduct which make it permissible under the
                  Delaware General Corporation Law for the Corporation to
                  indemnify the claimant for the amount claimed, but the burden
                  of proving such defense shall be on the Corporation. Neither
                  the failure of the Corporation (including its Board of
                  Directors, independent legal counsel, or its stockholders) to
                  have made a determination prior to the commencement of such
                  action that indemnification of the claimant is proper in the
                  circumstances because he or she has met the applicable
                  standard of conduct set forth in the Delaware General
                  Corporation Law, nor an actual determination by the
                  Corporation (including its Board of Directors, independent
                  legal counsel, or its stockholders) that the claimant has not
                  met such applicable standard of conduct, shall be a defense
                  to the action or create a presumption that the claimant has
                  not met the applicable standard of conduct.

                           (C) The right to indemnification and the payment of
                  expenses incurred in defending a proceeding in advance of its
                  final disposition conferred in this Section shall not be
                  exclusive of any other right which any person may have or
                  hereafter acquire under any statute, provision of the
                  Certificate of Incorporation, bylaw, agreement, vote of
                  stockholders or disinterested directors or otherwise.

                           (D) The Corporation may maintain insurance, at its
                  expense, to protect itself and any director, officer,
                  employee or agent of the Corporation or another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any such expense, liability or 

<PAGE>   4

                  loss, whether or not the Corporation would have the power to 
                  indemnify such person against such expense, liability or loss 
                  under the Delaware General Corporation Law."

                           Enron has purchased liability insurance policies
                  covering its directors and officers to provide protection
                  where Enron cannot legally indemnify a director or officer
                  and where a claim arises under the Employee Retirement Income
                  Security Act of 1974 against a director or officer based on
                  an alleged breach of fiduciary duty or other wrongful act.


         Item 7.  Exemption from Registration Claimed.

                  Not applicable.

         Item 8.  Exhibits.

                      Unless otherwise indicated below as being incorporated by
                  reference to another filing of the Registrant with the
                  Commission, each of the following exhibits is filed herewith:

                      4.1      Restated Certificate of Incorporation of Enron 
                  Corp., as amended (incorporated by reference to Exhibit 3.01 
                  to Annual Report of Enron Corp. on Form 10-K  for the year
                  ended December 31, 1994).

                      4.2      Bylaws of  Registrant, as currently in effect 
                  (incorporated by reference to Exhibit 3.02 to Annual Report 
                  of Enron Corp. on Form 10-K for the year ended December 31,
                  1995).

                      4.3      The  Enron  Corp. Stock Option Plan for Zond 
                  Exchange Agreements adopted December 10, 1996

                      5.1      Opinion of James V. Derrick, Jr., Esq., Senior 
                  Vice  President  and General Counsel of Enron Corp., as to 
                  validity of the Common Stock.

                      23.1     Consent of James V. Derrick, Esq. (set forth in 
                  Exhibit 5.1).

                      23.2     Consent of Arthur Andersen LLP.

                      23.3     Consent of DeGolyer and  MacNaughton, independent
                  consulting petroleum engineers.

                      24.1     Powers of Attorney of certain directors of Enron 
                  Corp.



<PAGE>   5



                                  UNDERTAKINGS

        The Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                (a) To include any prospectus required by Section 10(a)(3) of
              the  Securities Act;

                (b) To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this Registration Statement;

                (c) To include any material information with respect to the
              plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

     provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

              (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

              (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering; and

              (4) That, for the purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to
     Section 15(d) of the Exchange Act) that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

        Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.




<PAGE>   6
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on the
     3rd day of January, 1997.

                                            ENRON CORP.

                                            By:      /s/  EDMUND P. SEGNER, III
                                                     ---------------------------
                                                     Edmund P. Segner, III
                                                     Executive Vice President
                                                     and Chief of Staff


              Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities indicated on the 3rd day of January, 1997.





       Signature                               Title
       ---------                               -----


       /s/ KENNETH L. LAY                      Chairman of the Board, Chief
       ------------------------------          Executive Officer and Director
          (Kenneth L. Lay)                     (Principal Executive Officer)

       /s/ROBERT H. BUTTS                      Vice President and Controller
       ------------------------------          (Principal Accounting Officer)
          (Robert H. Butts)                    

       /s/ WILLIAM D. GATHMANN                 Vice President, Finance and
       ------------------------------          Treasurer (Principal Financial
          (William D. Gathmann)                Officer)


           ROBERT A. BELFER*                   Director
       ------------------------------
          (Robert A. Belfer)

           NORMAN P. BLAKE, JR.*               Director
       ------------------------------
          (Norman P. Blake, Jr.)

           RONNIE C. CHAN*                     Director
       ------------------------------
          (Ronnie C. Chan)

           JOHN H. DUNCAN*                     Director
       ------------------------------
          (John H. Duncan)

           JOE H. FOY*                         Director
       ------------------------------
          (Joe H. Foy)

           WENDY L. GRAMM*                     Director
       ------------------------------
          (Wendy L. Gramm)

           ROBERT K. JAEDICKE*                 Director
       ------------------------------
          (Robert K. Jaedicke)

           CHARLES A. LeMAISTRE*               Director
       ------------------------------
          (Charles A. LeMaistre)

           JOHN A URQUHART*                    Director
       ------------------------------
          (John A. Urquhart)

           JOHN WAKEHAM*                       Director
       ------------------------------
          (John Wakeham)

           CHARLS E. WALKER*                   Director
       ------------------------------
          (Charls E. Walker)

        HERBERT S. WINOKUR, JR.*               Director
       ------------------------------
        (Herbert S. Winokur, Jr.)


     *By: /s/ PEGGY B. MENCHACA
       ------------------------------
              (Peggy B. Menchaca)
     (Attorney-in-fact for persons indicated)
<PAGE>   7
                                 EXHIBIT INDEX


Sequentially
Numbered
Exhibit Number                   Description                              
--------------                   -----------                             
               
4.1            Restated Certificate of Incorporation of Enron Corp., as 
               amended,(incorporated by reference to Exhibit 3.01 to 
               Annual Report of Enron Corp. on Form 10-K for the year
               ended December 31, 1994).
               
4.2            Bylaws of Registrant, as currently in effect (incorporated
               by reference to Exhibit 3.02 to Annual Report of Enron 
               Corp. on Form 10-K for the year ended December 31, 1995).
               
4.3            The Enron Corp. Stock Option Plan for Zond Exchange 
               Agreements adopted December 10, 1996.
               
5.1            Opinion of James V. Derrick, Jr., Esq., as to validity of 
               Common Stock.
               
23.1           Consent of James V. Derrick, Jr., Esq. (set forth in 
               Exhibit 5.1).
               
23.2           Consent of Arthur Andersen LLP.
               
23.3           Consent of DeGolyer and MacNaughton, independent 
               consulting petroleum engineers.
               
24.1           Powers of Attorney of certain directors of Enron Corp.
[{"type": "S-8", "sequence": "1", "description": "ENRON CORP. - FORM S-8", "secsgml_size_bytes": 26345}]
{"company-data": {"conformed-name": "ENRON CORP", "cik": "0000072859", "assigned-sic": "5172", "irs-number": "470255140", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19253", "film-number": "97501033"}, "business-address": {"street1": "1400 SMITH ST", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7138536161"}, "mail-address": {"street1": "PO BOX 1188", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "INTERNORTH INC", "date-changed": "19860429"}, {"former-conformed-name": "NORTHERN NATURAL GAS CO", "date-changed": "19800328"}]}
1
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1997

                                                      REGISTRATION NO. 333-_____
================================================================================
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               -----------------

                                  ENRON CORP.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                   47-0255140
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
                               1400 SMITH STREET
                           HOUSTON, TEXAS 77002-7369
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                              --------------------

         THE ENRON CORP. STOCK OPTION PLAN FOR ZOND EXCHANGE AGREEMENTS
                            (FULL TITLE OF THE PLAN)

                                 REX R. ROGERS
                                  ENRON CORP.
                               1400 SMITH STREET
                           HOUSTON, TEXAS 77002-7369
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                 (713) 853-3069
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:

                                RONALD T. ASTIN
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================

      TITLE OF             AMOUNT TO BE          PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
  SECURITIES TO BE          REGISTERED            OFFERING PRICE             AGGREGATE           REGISTRATION FEE
     REGISTERED                                   PER SHARE (1)         OFFERING PRICE (1)
--------------------------------------------------------------------------------------------------------------------
COMMON STOCK,                415,448
$.10 PAR VALUE                SHARES                  $42.625               $17,708,471               $5,367
====================================================================================================================
(1)  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE, IN
ACCORDANCE WITH RULE 457(h), ON THE BASIS OF THE PRICE OF SECURITIES OF THE SAME
CLASS, AS DETERMINED IN ACCORDANCE WITH RULE 457(c), USING THE AVERAGE OF THE
HIGH AND LOW PRICES REPORTED ON THE NEW YORK STOCK EXCHANGE OF $42.625 PER SHARE
FOR REGISTRANT'S COMMON STOCK ON JANUARY 2, 1997.

                               -----------------

--------------------------------------------------------------------------------
================================================================================
2

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.      Incorporation of Documents by Reference.

                      The following documents, which have been filed with the
                  Securities and Exchange Commission (the "Commission") by
                  Enron Corp. (Exchange Act Registration No. 1-3423), a
                  Delaware corporation (the "Registrant"), are incorporated
                  herein by reference and made a part hereof:

                      (a)  Annual Report on Form 10-K for the fiscal year ended 
                           December 31, 1995;

                      (b)  Quarterly Reports on Form 10-Q for the quarters
                           ended March 31, 1996, June 30, 1996 and September
                           30, 1996;

                      (c)  Current Report on Form 8-K filed with the Commission 
                           on March 8,1996; and

                      (d)  the description of Registrant's Common Stock 
                           contained in Registration Statement No.
                           33-53877 on Form S-3 declared effective
                           by the Commission on July 14, 1994.

                           All documents filed by the Registrant pursuant to
                           Sections 13(a), 13(c), 14 and 15(d) of the Exchange
                           Act subsequent to the effective date of this
                           Registration Statement, prior to the filing of a
                           post-effective amendment to this Registration
                           Statement indicating that all securities offered
                           hereby have been sold or deregistering all
                           securities then remaining unsold, shall be deemed to
                           be incorporated by reference herein and to be a part
                           hereof from the date of filing of such documents.
                           Any statement contained herein or in any document
                           incorporated or deemed to be incorporated by
                           reference herein shall be deemed to be modified or
                           superseded for purposes of this Registration
                           Statement to the extent that a statement contained
                           herein or in any other subsequently filed document
                           which also is or is deemed to be incorporated by
                           reference herein modifies or supersedes such
                           statement. Any such statement so modified or
                           superseded shall not be deemed to constitute a part
                           of this Registration Statement, except as so
                           modified or superseded.

         Item 4.  Description of Securities.

                  Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

                  None.

         Item 6.  Indemnification of Directors and Officers.

                           Section 145 of Chapter 1 of Title 8 of the Delaware
                  Code provides that every corporation created under the
                  provisions thereof shall have the power to indemnify its
                  directors, officers, employees and agents against certain
                  liabilities.

                           The Restated Certificate of Incorporation, as
                  amended, of Enron contains the following provisions relating
                  to indemnification of directors and officers:

                           "1. A director of the Corporation shall not be
                  personally liable to the Corporation or its stockholders for
                  monetary damages for breach of fiduciary duty as a director,
                  except for liability (i) for any breach of the director's
                  duty of loyalty to the Corporation or its stockholders, (ii)
                  for acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law, (iii)
                  under Section 174 of the Delaware General Corporation Law, or
                  (iv) for any transaction from which the director derived an
                  improper personal benefit.

                           2. (A) Each person who was or is made a party or is
                  threatened to be made a party to or is involved in any
                  action, suit or proceeding, whether civil, criminal,
3
                  administrative or investigative (hereinafter a "proceeding"),
                  by reason of the fact that he or she, or a person of whom he
                  or she is the legal representative, is or was a director or
                  officer, of the Corporation or is or was serving at the
                  request of the Corporation as a director, officer, employee
                  or agent of another corporation or of a partnership, joint
                  venture, trust or other enterprise, including service with
                  respect to employee benefit plans, whether the basis of such
                  proceeding is alleged action in an official capacity as a
                  director, officer, employee or agent or in any other capacity
                  while serving as a director, officer, employee or agent,
                  shall be indemnified and held harmless by the Corporation to
                  the fullest extent authorized by the Delaware General
                  Corporation Law, as the same exists or may hereafter be
                  amended (but, in the case of any such amendment, only to the
                  extent that such amendment permits the Corporation to provide
                  broader indemnification rights than said law permitted the
                  Corporation to provide prior to such amendment), against all
                  expense, liability and loss (including attorneys' fees,
                  judgments, fines, ERISA excise taxes or penalties and amounts
                  paid or to be paid in settlement) reasonably incurred or
                  suffered by such person in connection therewith, and such
                  indemnification shall continue as to a person who has ceased
                  to be a director, officer, employee or agent and shall inure
                  to the benefit of his or her heirs, executors and
                  administrators; provided, however, that, except as provided
                  in paragraph (B) hereof, the Corporation shall indemnify and
                  such person seeking indemnification in connection with a
                  proceeding (or part thereof) initiated by such person only if
                  such proceeding (or part thereof) was authorized by the Board
                  of Directors of the Corporation. The right to indemnification
                  conferred in this Section shall be a contract right and shall
                  include the right to be paid by the Corporation the expenses
                  incurred in defending any such proceeding in advance of its
                  final disposition; provided, however, that, if the Delaware
                  General Corporation Law requires, the payment of such
                  expenses incurred by a director or officer in his or her
                  capacity as a director or officer (and not in any other
                  capacity in which service was or is rendered by such person
                  while a director or officer, including, without limitation,
                  service to an employee benefit plan) in advance of the final
                  disposition of the proceeding, shall be made only upon
                  delivery to the Corporation of an undertaking, by or on
                  behalf of such director or officer, to repay all amounts so
                  advanced if it shall ultimately be determined that such
                  director or officer is not entitled to be indemnified under
                  this Section or otherwise. The Corporation may, by action of
                  its Board of Directors, provide indemnification to employees
                  and agents of the Corporation with the same scope and effect
                  as the foregoing indemnification of directors and officers.

                           (B) If a claim under paragraph 2(A) of this Article
                  XVI is not paid in full by the Corporation within thirty days
                  after a written claim has been received by the Corporation,
                  the claimant may at any time thereafter bring suit against
                  the Corporation to recover the unpaid amount of the claim
                  and, if successful in whole or in part, the claimant shall be
                  entitled to be paid also the expense of prosecuting such
                  claim. It shall be a defense to any such action (other than
                  an action brought to enforce a claim for expenses incurred in
                  defending any proceeding in advance of its final disposition
                  where the required undertaking, if any is required, has been
                  tendered to the Corporation) that the claimant has not met
                  the standards of conduct which make it permissible under the
                  Delaware General Corporation Law for the Corporation to
                  indemnify the claimant for the amount claimed, but the burden
                  of proving such defense shall be on the Corporation. Neither
                  the failure of the Corporation (including its Board of
                  Directors, independent legal counsel, or its stockholders) to
                  have made a determination prior to the commencement of such
                  action that indemnification of the claimant is proper in the
                  circumstances because he or she has met the applicable
                  standard of conduct set forth in the Delaware General
                  Corporation Law, nor an actual determination by the
                  Corporation (including its Board of Directors, independent
                  legal counsel, or its stockholders) that the claimant has not
                  met such applicable standard of conduct, shall be a defense
                  to the action or create a presumption that the claimant has
                  not met the applicable standard of conduct.

                           (C) The right to indemnification and the payment of
                  expenses incurred in defending a proceeding in advance of its
                  final disposition conferred in this Section shall not be
                  exclusive of any other right which any person may have or
                  hereafter acquire under any statute, provision of the
                  Certificate of Incorporation, bylaw, agreement, vote of
                  stockholders or disinterested directors or otherwise.

                           (D) The Corporation may maintain insurance, at its
                  expense, to protect itself and any director, officer,
                  employee or agent of the Corporation or another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any such expense, liability or
4

                  loss, whether or not the Corporation would have the power to 
                  indemnify such person against such expense, liability or loss 
                  under the Delaware General Corporation Law."

                           Enron has purchased liability insurance policies
                  covering its directors and officers to provide protection
                  where Enron cannot legally indemnify a director or officer
                  and where a claim arises under the Employee Retirement Income
                  Security Act of 1974 against a director or officer based on
                  an alleged breach of fiduciary duty or other wrongful act.

         Item 7.  Exemption from Registration Claimed.

                  Not applicable.

         Item 8.  Exhibits.

                      Unless otherwise indicated below as being incorporated by
                  reference to another filing of the Registrant with the
                  Commission, each of the following exhibits is filed herewith:

                      4.1      Restated Certificate of Incorporation of Enron 
                  Corp., as amended (incorporated by reference to Exhibit 3.01 
                  to Annual Report of Enron Corp. on Form 10-K  for the year
                  ended December 31, 1994).

                      4.2      Bylaws of  Registrant, as currently in effect 
                  (incorporated by reference to Exhibit 3.02 to Annual Report 
                  of Enron Corp. on Form 10-K for the year ended December 31,
                  1995).

                      4.3      The  Enron  Corp. Stock Option Plan for Zond 
                  Exchange Agreements adopted December 10, 1996

                      5.1      Opinion of James V. Derrick, Jr., Esq., Senior 
                  Vice  President  and General Counsel of Enron Corp., as to 
                  validity of the Common Stock.

                      23.1     Consent of James V. Derrick, Esq. (set forth in 
                  Exhibit 5.1).

                      23.2     Consent of Arthur Andersen LLP.

                      23.3     Consent of DeGolyer and  MacNaughton, independent
                  consulting petroleum engineers.

                      24.1     Powers of Attorney of certain directors of Enron 
                  Corp.
5

                                  UNDERTAKINGS

        The Registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                (a) To include any prospectus required by Section 10(a)(3) of
              the  Securities Act;

                (b) To reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this Registration Statement;

                (c) To include any material information with respect to the
              plan of distribution not previously disclosed in this
              Registration Statement or any material change to such information
              in this Registration Statement;

     provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement;

              (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

              (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering; and

              (4) That, for the purposes of determining any liability under the
     Securities Act, each filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to
     Section 15(d) of the Exchange Act) that is incorporated by reference in
     this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

        Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Commission such indemnification is against public policy as expressed in
     the Securities Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
6
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly caused
     this Registration Statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Houston, State of Texas, on the
     3rd day of January, 1997.

                                            ENRON CORP.

                                            By:      /s/  EDMUND P. SEGNER, III
                                                     ---------------------------
                                                     Edmund P. Segner, III
                                                     Executive Vice President
                                                     and Chief of Staff

              Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities indicated on the 3rd day of January, 1997.

       Signature                               Title
       ---------                               -----

       /s/ KENNETH L. LAY                      Chairman of the Board, Chief
       ------------------------------          Executive Officer and Director
          (Kenneth L. Lay)                     (Principal Executive Officer)

       /s/ROBERT H. BUTTS                      Vice President and Controller
       ------------------------------          (Principal Accounting Officer)
          (Robert H. Butts)                    

       /s/ WILLIAM D. GATHMANN                 Vice President, Finance and
       ------------------------------          Treasurer (Principal Financial
          (William D. Gathmann)                Officer)

           ROBERT A. BELFER*                   Director
       ------------------------------
          (Robert A. Belfer)

           NORMAN P. BLAKE, JR.*               Director
       ------------------------------
          (Norman P. Blake, Jr.)

           RONNIE C. CHAN*                     Director
       ------------------------------
          (Ronnie C. Chan)

           JOHN H. DUNCAN*                     Director
       ------------------------------
          (John H. Duncan)

           JOE H. FOY*                         Director
       ------------------------------
          (Joe H. Foy)

           WENDY L. GRAMM*                     Director
       ------------------------------
          (Wendy L. Gramm)

           ROBERT K. JAEDICKE*                 Director
       ------------------------------
          (Robert K. Jaedicke)

           CHARLES A. LeMAISTRE*               Director
       ------------------------------
          (Charles A. LeMaistre)

           JOHN A URQUHART*                    Director
       ------------------------------
          (John A. Urquhart)

           JOHN WAKEHAM*                       Director
       ------------------------------
          (John Wakeham)

           CHARLS E. WALKER*                   Director
       ------------------------------
          (Charls E. Walker)

        HERBERT S. WINOKUR, JR.*               Director
       ------------------------------
        (Herbert S. Winokur, Jr.)

     *By: /s/ PEGGY B. MENCHACA
       ------------------------------
              (Peggy B. Menchaca)
     (Attorney-in-fact for persons indicated)
7
                                 EXHIBIT INDEX

Sequentially
Numbered
Exhibit Number                   Description                              
--------------                   -----------                             
               
4.1            Restated Certificate of Incorporation of Enron Corp., as 
               amended,(incorporated by reference to Exhibit 3.01 to 
               Annual Report of Enron Corp. on Form 10-K for the year
               ended December 31, 1994).
               
4.2            Bylaws of Registrant, as currently in effect (incorporated
               by reference to Exhibit 3.02 to Annual Report of Enron 
               Corp. on Form 10-K for the year ended December 31, 1995).
               
4.3            The Enron Corp. Stock Option Plan for Zond Exchange 
               Agreements adopted December 10, 1996.
               
5.1            Opinion of James V. Derrick, Jr., Esq., as to validity of 
               Common Stock.
               
23.1           Consent of James V. Derrick, Jr., Esq. (set forth in 
               Exhibit 5.1).
               
23.2           Consent of Arthur Andersen LLP.
               
23.3           Consent of DeGolyer and MacNaughton, independent 
               consulting petroleum engineers.
               
24.1           Powers of Attorney of certain directors of Enron Corp.