<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1995

                                                     Registration No. 33-
===============================================================================

                       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                                               47-0255140
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                                1400 SMITH STREET
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

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

                           ENRON CORP. 1994 STOCK PLAN
                            (Full title of the plan)

                                PEGGY B. MENCHACA
                          VICE PRESIDENT AND SECRETARY
                                   ENRON CORP.
                                1400 SMITH STREET
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 853-6161
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Rex R. Rogers, Esq.
                            Assistant General Counsel
                                   Enron Corp.
                                1400 Smith Street
                              Houston, Texas 77002

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
      Title of                   Amount         Proposed maximum       Proposed maximum
   securities to be              to be          offering price            aggregate             Amount of
     registered                registered         per share(1)         offering price(1)     registration fee
- -------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                  <C>                     <C>
Common Stock,                  11,000,000
$.10 par value                 Shares (2)           $34.50               $379,500,000            $130,863
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated, solely for purpose 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 of the Common Stock on the New York Stock
     Exchange composite transactions reporting system on June 28, 1995.
                                                              

(2)  This Registration Statement also includes an indeterminable number of
     additional shares of Common Stock that may become issuable pursuant to the
     antidilution adjustment provisions of the Plan.


<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 by Enron Corp., a Delaware corporation (the "Company"), are
incorporated herein by reference and made a part hereof:

        (a)       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994;

        (b)       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1995; and

        (c)       Description of the Common Stock, $.10 par value, contained on
                  pages 13 through 16 of the Prospectus Supplement dated July
                  27, 1994 to Prospectus dated July 15, 1994 filed on July 28,
                  1994 pursuant to Rule 424(b) under the Securities Act of 1933
                  in connection with the Company's Registration Statement on
                  Form S-3 (Registration No. 33-53877).

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement and 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 that 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.

        Not applicable.

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 the Company
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, 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, 

                                      -2-
<PAGE>   3

        is or was a director or officer of the Corporation, 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 any 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 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."

                                      -3-
<PAGE>   4

        The Company has purchased liability insurance policies covering its
directors and officers to provide protection where the Company 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.

       *4.1       --       Restated Certificate of Incorporation of Enron
                           Corp., as amended (Exhibit 3.01 to the Company's Form
                           10-K Annual Report for the year ended December 31,
                           1994).

       *4.2       --       Bylaws of Enron Corp. (Exhibit 3.02 to the Company's
                           Annual  Report on Form 10-K for the year ended 
                           December 31, 1990).

        4.3       --       Enron Corp. 1994 Stock Plan, as amended.

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

       23.1       --       Consent of Arthur Andersen LLP regarding reports 
                           included in Form 10-K.

       23.2       --       Consent of DeGolyer and MacNaughton.

       23.3       --       The consent of James V. Derrick, Jr., Esq., is 
                           contained in his opinion filed as Exhibit 5 hereto.

       24         --       Powers of Attorney of certain directors of the 
                           Company.

- ------------------
*  Incorporated by reference as indicated

ITEM 9. UNDERTAKINGS

        The undersigned 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:

             (i)   To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "1933 Act");

             (ii)   To reflect in the prospectus any facts or events arising 
        after the effective date of the 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 the Registration Statement;

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

provided, however, that paragraphs (1)(i) and (1)(ii) 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 the Registration Statement.

                                      -4-
<PAGE>   5

        (2)  That, for the purpose of determining any liability under the 1933
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.

        (4)  That, for purposes of determining any liability under the 1933 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 the 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 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      -5-
<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 30th day of June, 1995.

                                ENRON CORP.

                                By: JACK I. TOMPKINS
                                    ---------------------------
                                    Jack I. Tompkins
                                    Senior Vice President and Chief Information,
                                    Administrative and Accounting Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated and on the 30th day of June, 1995.

<TABLE>
<CAPTION>
         <S>                                     <C>
                  Signature                                      Title
                  ---------                                      -----

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

                JACK I. TOMPKINS                       Senior Vice President and
         ------------------------                  Chief Information, Administrative
              Jack I. Tompkins                           and Accounting Officer
                                                    (Principal Accounting Officer)

                 KURT S. HUNEKE                  Vice President, Finance and Treasurer
         ------------------------                    (Principal Financial Officer)
               Kurt S. Huneke

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

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

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

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

              WENDY L. GRAMM *                                 Director
         ------------------------
               Wendy L. Gramm
</TABLE>

                                      -6-
<PAGE>   7

<TABLE>
<S>                                                            <C>
            ROBERT K. JAEDICKE *                               Director
         ------------------------
             Robert K. Jaedicke

             RICHARD D. KINDER *                        Director, President and
         ------------------------                       Chief Operating Officer
              Richard D. Kinder                         

           CHARLES A. LEMAISTRE *                              Director
         ------------------------
            Charles A. Lemaistre

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

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

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

         *By: PEGGY B. MENCHACA
         ------------------------
              Peggy B. Menchaca
              Attorney-in-Fact
</TABLE>

                                      -7-
<PAGE>   8


                                  EXHIBIT INDEX

Exhibit      Description of Exhibit
- -------      ----------------------

 * 4.1  --   Restated Certificate of Incorporation of Enron Corp., as amended
             (Exhibit 3.01 to the Company's Form 10-K Annual Report for the year
             ended December 31, 1994).

 * 4.2  --   Bylaws of Enron Corp. (Exhibit 3.02 to the Company's Annual Report 
             on Form 10-K for the year ended December 31, 1990).

   4.3  --   Enron Corp. 1994 Stock Plan, as amended.

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

  23.1  --   Consent of Arthur Andersen LLP regarding reports included in Form 
             10-K.

  23.2  --   Consent of DeGolyer and MacNaughton.

  23.3  --   The consent of James V. Derrick, Jr., Esq., is contained in his 
             opinion filed as Exhibit 5 hereto.

  24    --   Powers of Attorney of certain directors of the Company.

- ------------------
*  Incorporated by reference as indicated

                                      -8-
[{"type": "S-8", "sequence": "1", "description": "ENRON CORP.", "secsgml_size_bytes": 24109}]
{"company-data": {"conformed-name": "ENRON CORP", "cik": "0000072859", "assigned-sic": "4923", "irs-number": "470255140", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60821", "film-number": "95551750"}, "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 JUNE 30, 1995

                                                     Registration No. 33-
===============================================================================

                       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                                               47-0255140
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                1400 SMITH STREET
                              HOUSTON, TEXAS 77002
          (Address of principal executive offices, including zip code)

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

                           ENRON CORP. 1994 STOCK PLAN
                            (Full title of the plan)

                                PEGGY B. MENCHACA
                          VICE PRESIDENT AND SECRETARY
                                   ENRON CORP.
                                1400 SMITH STREET
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 853-6161
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Rex R. Rogers, Esq.
                            Assistant General Counsel
                                   Enron Corp.
                                1400 Smith Street
                              Houston, Texas 77002

                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
      Title of                   Amount         Proposed maximum       Proposed maximum
   securities to be              to be          offering price            aggregate             Amount of
     registered                registered         per share(1)         offering price(1)     registration fee
- -------------------------------------------------------------------------------------------------------------
Common Stock,                  11,000,000
$.10 par value                 Shares (2)           $34.50               $379,500,000            $130,863
- -------------------------------------------------------------------------------------------------------------
(1)  Estimated, solely for purpose 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 of the Common Stock on the New York Stock
     Exchange composite transactions reporting system on June 28, 1995.
                                                              

(2)  This Registration Statement also includes an indeterminable number of
     additional shares of Common Stock that may become issuable pursuant to the
     antidilution adjustment provisions of the Plan.
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 by Enron Corp., a Delaware corporation (the "Company"), are
incorporated herein by reference and made a part hereof:

        (a)       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1994;

        (b)       The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1995; and

        (c)       Description of the Common Stock, $.10 par value, contained on
                  pages 13 through 16 of the Prospectus Supplement dated July
                  27, 1994 to Prospectus dated July 15, 1994 filed on July 28,
                  1994 pursuant to Rule 424(b) under the Securities Act of 1933
                  in connection with the Company's Registration Statement on
                  Form S-3 (Registration No. 33-53877).

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement and 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 that 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.

        Not applicable.

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 the Company
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, 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, 

                                      -2-
3

        is or was a director or officer of the Corporation, 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 any 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 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."

                                      -3-
4

        The Company has purchased liability insurance policies covering its
directors and officers to provide protection where the Company 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.

       *4.1       --       Restated Certificate of Incorporation of Enron
                           Corp., as amended (Exhibit 3.01 to the Company's Form
                           10-K Annual Report for the year ended December 31,
                           1994).

       *4.2       --       Bylaws of Enron Corp. (Exhibit 3.02 to the Company's
                           Annual  Report on Form 10-K for the year ended 
                           December 31, 1990).

        4.3       --       Enron Corp. 1994 Stock Plan, as amended.

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

       23.1       --       Consent of Arthur Andersen LLP regarding reports 
                           included in Form 10-K.

       23.2       --       Consent of DeGolyer and MacNaughton.

       23.3       --       The consent of James V. Derrick, Jr., Esq., is 
                           contained in his opinion filed as Exhibit 5 hereto.

       24         --       Powers of Attorney of certain directors of the 
                           Company.

- ------------------
*  Incorporated by reference as indicated

ITEM 9. UNDERTAKINGS

        The undersigned 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:

             (i)   To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "1933 Act");

             (ii)   To reflect in the prospectus any facts or events arising 
        after the effective date of the 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 the Registration Statement;

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

provided, however, that paragraphs (1)(i) and (1)(ii) 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 the Registration Statement.

                                      -4-
5

        (2)  That, for the purpose of determining any liability under the 1933
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.

        (4)  That, for purposes of determining any liability under the 1933 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 the 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 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      -5-
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 30th day of June, 1995.

                                ENRON CORP.

                                By: JACK I. TOMPKINS
                                    ---------------------------
                                    Jack I. Tompkins
                                    Senior Vice President and Chief Information,
                                    Administrative and Accounting Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated and on the 30th day of June, 1995.
Signature                                      Title
                  ---------                                      -----

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

                JACK I. TOMPKINS                       Senior Vice President and
         ------------------------                  Chief Information, Administrative
              Jack I. Tompkins                           and Accounting Officer
                                                    (Principal Accounting Officer)

                 KURT S. HUNEKE                  Vice President, Finance and Treasurer
         ------------------------                    (Principal Financial Officer)
               Kurt S. Huneke

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

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

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

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

              WENDY L. GRAMM *                                 Director
         ------------------------
               Wendy L. Gramm
-6-
7
ROBERT K. JAEDICKE *                               Director
         ------------------------
             Robert K. Jaedicke

             RICHARD D. KINDER *                        Director, President and
         ------------------------                       Chief Operating Officer
              Richard D. Kinder                         

           CHARLES A. LEMAISTRE *                              Director
         ------------------------
            Charles A. Lemaistre

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

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

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

         *By: PEGGY B. MENCHACA
         ------------------------
              Peggy B. Menchaca
              Attorney-in-Fact
-7-
8

                                  EXHIBIT INDEX

Exhibit      Description of Exhibit
- -------      ----------------------

 * 4.1  --   Restated Certificate of Incorporation of Enron Corp., as amended
             (Exhibit 3.01 to the Company's Form 10-K Annual Report for the year
             ended December 31, 1994).

 * 4.2  --   Bylaws of Enron Corp. (Exhibit 3.02 to the Company's Annual Report 
             on Form 10-K for the year ended December 31, 1990).

   4.3  --   Enron Corp. 1994 Stock Plan, as amended.

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

  23.1  --   Consent of Arthur Andersen LLP regarding reports included in Form 
             10-K.

  23.2  --   Consent of DeGolyer and MacNaughton.

  23.3  --   The consent of James V. Derrick, Jr., Esq., is contained in his 
             opinion filed as Exhibit 5 hereto.

  24    --   Powers of Attorney of certain directors of the Company.

- ------------------
*  Incorporated by reference as indicated

                                      -8-