<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998

                                                      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)

                                   Oregon
                       (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. RESTATED 1994 DEFERRAL PLAN
                          (Full title of the plan)

                                Rex R. Rogers
                Vice President and Associate General Counsel
                                 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)


                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
     Title of                             Proposed maximum      Proposed maximum
 securities to be     Amount to be         offering price          Aggregate           Amount of
    Registered         registered          per share (1)         offering price(1)   registration fee
-------------------------------------------------------------------------------------------------------
<S>                <C>                     <C>                    <C>                <C>
Common Stock,      100,000 shares(2)       $ 46.00                $ 4,600,000        $ 1,357    
no par value                
-------------------------------------------------------------------------------------------------------
</TABLE>

    (1)    ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE,
           AS DETERMINED IN ACCORDANCE WITH RULE 457(h), FOR THE SHARES OF
           REGISTRANT'S COMMON STOCK ISSUABLE PURSUANT TO THE PLAN.
        
    (2)    THIS REGISTRATION STATEMENT SHALL ALSO INCLUDE ANY ADDITIONAL
           SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE ANTIDILUTION
           PROVISIONS OF THE PLAN.

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

================================================================================
<PAGE>   2
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                 Effective July 1, 1997, Enron Corp., a Delaware corporation
         ("Old Enron"), was reincorporated in Oregon by means of a merger with
         and into Enron Oregon Corp., an Oregon corporation, which changed its
         name to Enron Corp. upon consummation of the merger.  Unless the
         context otherwise requires, as used herein "Enron" refers to Enron
         Corp., an Oregon corporation, and to Old Enron, its predecessor
         Delaware corporation.

                 The following documents, which have been filed by Enron with
         the Commission pursuant to the Exchange Act, are incorporated herein
         by reference:

                          (a)     Annual Report on Form 10-K for the fiscal 
                 year ended December 31, 1996;

                          (b)     Quarterly Reports on Form 10-Q for the
                 quarters ended March 31, 1997, June 30, 1997, September 30,
                 1997;

                          (c)     Current Report on Form 8-K filed with the
                 Commission on July 15, 1997;

                          (d)     Current Report on Form 8-K filed with the
                 Commission on August 29, 1997;

                          (e)     Current Report on Form 8-K filed with the 
                 Commission on September 17, 1997; and

                          (f)     the description of Registrant's Common Stock
                 contained in the Registration Statement on Form 8-B filed on
                 July 2, 1997.

                 The following documents, which have been filed by Old Enron
         with the Commission pursuant to the Exchange Act, are incorporated by
         reference:

                          (a)     Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996;

                          (b)     Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1997;

                          (c)     Current Report on Form 8-K dated March 17,
                 1997; and

                          (d)     Current Report on Form 8-K dated June 5,
                 1997.

                 Each document filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 or 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.
<PAGE>   3
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

                 The Amended and Restated Articles of Incorporation, as
         amended, of Enron Corp. contain the following provisions relating to
         indemnification of directors and officers:

                 "1.      Each person who was or is made a party to, 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 which 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, partner, trustee,
         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, partner,
         trustee, employee or agent or in any other capacity while serving as a
         director, officer, partner, trustee,  employee or agent, shall be
         indemnified and held harmless by the Corporation to the fullest extent
         authorized by the Oregon Business Corporation Act, as the same exists
         or may hereafter be amended (but, in the case of any such amendments,
         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 serve in a capacity to which the above indemnification applies and
         shall inure to the benefit of his or her heirs, executors and
         administrators; provided, however, that, except as provided in
         paragraph (2) 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 for expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the
         Oregon Business Corporation Act 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 a written affirmation of the director or
         officer's good faith belief that such director has met the standard of
         conduct described in Oregon Revised Statutes Section 60.391 and of an
         undertaking, by or on behalf of such director or officer, to repay all
         amounts so advanced if it shall ultimately to 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 not covered by the foregoing with the same scope and effect
         as the foregoing indemnification of directors and officers.

                 (2)      If a claim under paragraph B (1) of this Article VII
         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
<PAGE>   4
         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 Oregon Business Corporation Act 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 shareholders) 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
         Oregon Business Corporation Act, nor an actual determination by the
         Corporation (including its Board of Directors, independent legal
         counsel, or its shareholders) 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.

                 (3)      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 Articles of Incorporation, bylaw, agreement,
         vote of shareholders or disinterested directors or otherwise.

                 (4)      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 Oregon
         Business Corporation Act."

                 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 duly 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      Amended and Restated Articles of Incorporation of
                 Enron (incorporated by reference to Annex E to the Proxy
                 Statement/Prospectus included in Enron's Registration
                 Statement on Form S-4, File No. 333- 13791).

                 4.2      Bylaws of Registrant, as currently in effect
                 (incorporated by reference to Exhibit 3.04 to Post Effective
                 Amendment No. 1 to Enron's Registration Statement on Form S-3,
                 File No. 33-60417).

                 4.3      The Enron Corp. Restated 1994 Deferral Plan, restated
                 as of  August 11, 1997.

                 5.1      Opinion of James V. Derrick, Esq. regarding legality.

                 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.
<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.

         (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.

         (5)     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, 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 18th day of March, 1998.

                                              ENRON CORP.

                                              By: /s/  RICHARD A. CAUSEY   
                                                  ------------------------------
                                                  Richard A. Causey
                                                  Senior Vice President and  
                                                  Chief Accounting and 
                                                  Information 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 18th day of March,
1998.


                               POWER OF ATTORNEY

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

/s/ RICHARD A. CAUSEY               Senior Vice President and Chief
----------------------------        Accounting and Information     
   (Richard A. Causey)              Officer (Principal Accounting 
                                    Officer)                      
                                                                  

/s/ ANDREW S. FASTOW                Senior Vice President, Finance
----------------------------        (Principal Financial Officer)         
    (Andrew S. Fastow)                                           

     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)

     KEN L. HARRISON*               Director, Vice Chairman
----------------------------                               
    (Ken L. Harrison)



<PAGE>   7

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

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

     JEROME J. MEYER*               Director
----------------------------
    (Jerome K. Meyer)

     JEFFREY K. SKILLING*           Director, President and Chief
----------------------------        Operating Officer
     Jeffrey K. Skilling

     JOHN A. URQUHART*              Director, Vice Chairman
----------------------------
    (John A. Urquhart)

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

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

     BRUCE J. WILLISON*             Director
----------------------------                
    (Bruce J. Willison)

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



*By:  /s/  PEGGY B. MENCHACA
--------------------------------------------
         (Peggy B. Menchaca)
( Attorney-in-fact for persons indicated )
<PAGE>   8


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number                                     Description
---------                                  -----------
<S>      <C>
4.1      Amended and Restated Articles of Incorporation of Enron (incorporated by reference to Annex E to the Proxy
         Statement/Prospectus included in Enron's Registration Statement on Form S-4, File No. 333-13791).

4.2      Bylaws of Registrant, as currently in effect (incorporated by reference to Exhibit 3.04 to Post Effective
         Amendment No. 1 to Enron's Registration Statement on Form S-3, File No. 33-60417).

4.3      The Enron Corp. Restated 1994 Deferral Plan, restated as of August 11, 1997.

5.1      Opinion of James V. Derrick regarding legality.

23.1     Consent of James V. Derrick (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.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ENRON CORP.", "secsgml_size_bytes": 24333}]
{"company-data": {"conformed-name": "ENRON CORP/OR/", "cik": "0001024401", "assigned-sic": "5172", "irs-number": "760511381", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48193", "film-number": "98568497"}, "business-address": {"street1": "1400 SMITH ST", "city": "HOUSTON", "state": "TX", "zip": "77002-7369", "phone": "7138536161"}, "mail-address": {"street1": "1400 SMITH ST", "city": "HOUSTON", "state": "TX", "zip": "75002-7369"}, "former-company": {"former-conformed-name": "ENRON OREGON CORP", "date-changed": "19961008"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998

                                                      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)

                                   Oregon
                       (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. RESTATED 1994 DEFERRAL PLAN
                          (Full title of the plan)

                                Rex R. Rogers
                Vice President and Associate General Counsel
                                 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)

                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
     Title of                             Proposed maximum      Proposed maximum
 securities to be     Amount to be         offering price          Aggregate           Amount of
    Registered         registered          per share (1)         offering price(1)   registration fee
-------------------------------------------------------------------------------------------------------
Common Stock,      100,000 shares(2)       $ 46.00                $ 4,600,000        $ 1,357    
no par value                
-------------------------------------------------------------------------------------------------------
(1)    ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE,
           AS DETERMINED IN ACCORDANCE WITH RULE 457(h), FOR THE SHARES OF
           REGISTRANT'S COMMON STOCK ISSUABLE PURSUANT TO THE PLAN.
        
    (2)    THIS REGISTRATION STATEMENT SHALL ALSO INCLUDE ANY ADDITIONAL
           SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE ANTIDILUTION
           PROVISIONS OF THE PLAN.

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

================================================================================
2
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                 Effective July 1, 1997, Enron Corp., a Delaware corporation
         ("Old Enron"), was reincorporated in Oregon by means of a merger with
         and into Enron Oregon Corp., an Oregon corporation, which changed its
         name to Enron Corp. upon consummation of the merger.  Unless the
         context otherwise requires, as used herein "Enron" refers to Enron
         Corp., an Oregon corporation, and to Old Enron, its predecessor
         Delaware corporation.

                 The following documents, which have been filed by Enron with
         the Commission pursuant to the Exchange Act, are incorporated herein
         by reference:

                          (a)     Annual Report on Form 10-K for the fiscal 
                 year ended December 31, 1996;

                          (b)     Quarterly Reports on Form 10-Q for the
                 quarters ended March 31, 1997, June 30, 1997, September 30,
                 1997;

                          (c)     Current Report on Form 8-K filed with the
                 Commission on July 15, 1997;

                          (d)     Current Report on Form 8-K filed with the
                 Commission on August 29, 1997;

                          (e)     Current Report on Form 8-K filed with the 
                 Commission on September 17, 1997; and

                          (f)     the description of Registrant's Common Stock
                 contained in the Registration Statement on Form 8-B filed on
                 July 2, 1997.

                 The following documents, which have been filed by Old Enron
         with the Commission pursuant to the Exchange Act, are incorporated by
         reference:

                          (a)     Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996;

                          (b)     Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1997;

                          (c)     Current Report on Form 8-K dated March 17,
                 1997; and

                          (d)     Current Report on Form 8-K dated June 5,
                 1997.

                 Each document filed by the Registrant pursuant to Sections
         13(a), 13(c), 14 or 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.
3
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

                 The Amended and Restated Articles of Incorporation, as
         amended, of Enron Corp. contain the following provisions relating to
         indemnification of directors and officers:

                 "1.      Each person who was or is made a party to, 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 which 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, partner, trustee,
         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, partner,
         trustee, employee or agent or in any other capacity while serving as a
         director, officer, partner, trustee,  employee or agent, shall be
         indemnified and held harmless by the Corporation to the fullest extent
         authorized by the Oregon Business Corporation Act, as the same exists
         or may hereafter be amended (but, in the case of any such amendments,
         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 serve in a capacity to which the above indemnification applies and
         shall inure to the benefit of his or her heirs, executors and
         administrators; provided, however, that, except as provided in
         paragraph (2) 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 for expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the
         Oregon Business Corporation Act 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 a written affirmation of the director or
         officer's good faith belief that such director has met the standard of
         conduct described in Oregon Revised Statutes Section 60.391 and of an
         undertaking, by or on behalf of such director or officer, to repay all
         amounts so advanced if it shall ultimately to 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 not covered by the foregoing with the same scope and effect
         as the foregoing indemnification of directors and officers.

                 (2)      If a claim under paragraph B (1) of this Article VII
         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
4
         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 Oregon Business Corporation Act 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 shareholders) 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
         Oregon Business Corporation Act, nor an actual determination by the
         Corporation (including its Board of Directors, independent legal
         counsel, or its shareholders) 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.

                 (3)      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 Articles of Incorporation, bylaw, agreement,
         vote of shareholders or disinterested directors or otherwise.

                 (4)      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 Oregon
         Business Corporation Act."

                 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 duly 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      Amended and Restated Articles of Incorporation of
                 Enron (incorporated by reference to Annex E to the Proxy
                 Statement/Prospectus included in Enron's Registration
                 Statement on Form S-4, File No. 333- 13791).

                 4.2      Bylaws of Registrant, as currently in effect
                 (incorporated by reference to Exhibit 3.04 to Post Effective
                 Amendment No. 1 to Enron's Registration Statement on Form S-3,
                 File No. 33-60417).

                 4.3      The Enron Corp. Restated 1994 Deferral Plan, restated
                 as of  August 11, 1997.

                 5.1      Opinion of James V. Derrick, Esq. regarding legality.

                 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.
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.

         (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.

         (5)     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, 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 18th day of March, 1998.

                                              ENRON CORP.

                                              By: /s/  RICHARD A. CAUSEY   
                                                  ------------------------------
                                                  Richard A. Causey
                                                  Senior Vice President and  
                                                  Chief Accounting and 
                                                  Information 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 18th day of March,
1998.

                               POWER OF ATTORNEY

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

/s/ RICHARD A. CAUSEY               Senior Vice President and Chief
----------------------------        Accounting and Information     
   (Richard A. Causey)              Officer (Principal Accounting 
                                    Officer)                      
                                                                  

/s/ ANDREW S. FASTOW                Senior Vice President, Finance
----------------------------        (Principal Financial Officer)         
    (Andrew S. Fastow)                                           

     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)

     KEN L. HARRISON*               Director, Vice Chairman
----------------------------                               
    (Ken L. Harrison)
7

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

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

     JEROME J. MEYER*               Director
----------------------------
    (Jerome K. Meyer)

     JEFFREY K. SKILLING*           Director, President and Chief
----------------------------        Operating Officer
     Jeffrey K. Skilling

     JOHN A. URQUHART*              Director, Vice Chairman
----------------------------
    (John A. Urquhart)

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

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

     BRUCE J. WILLISON*             Director
----------------------------                
    (Bruce J. Willison)

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

*By:  /s/  PEGGY B. MENCHACA
--------------------------------------------
         (Peggy B. Menchaca)
( Attorney-in-fact for persons indicated )
8

                                 EXHIBIT INDEX
Exhibit
Number                                     Description
---------                                  -----------
4.1      Amended and Restated Articles of Incorporation of Enron (incorporated by reference to Annex E to the Proxy
         Statement/Prospectus included in Enron's Registration Statement on Form S-4, File No. 333-13791).

4.2      Bylaws of Registrant, as currently in effect (incorporated by reference to Exhibit 3.04 to Post Effective
         Amendment No. 1 to Enron's Registration Statement on Form S-3, File No. 33-60417).

4.3      The Enron Corp. Restated 1994 Deferral Plan, restated as of August 11, 1997.

5.1      Opinion of James V. Derrick regarding legality.

23.1     Consent of James V. Derrick (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.