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FORM 4

  Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
(Print or Type Responses)

UNITED STAT: :URITTES AND EXCHANGE COMIVIISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Persona	2. Issuer Name and Ticker or Trading Symbol	6. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

LAY, KENNETH L.	ENRON CORP.- (ENE)	
X Director 10% Owner
(Last) (First) (Middle)	3. IRS or Social Security	4. Statement for	X Officer Other
(give title below) (specify below)
	Number of Reporting	Month/Year	
	Person (Voluntary)		CHAIRMAN OF THE BOARD AND
1400 SMITH STREET		August 2001	CHIEF EXECUTIVE OFFICER
			
(Street)		5. If Amendment,	7. Individual or Joint/Group Filing (Check Applicable)
		Date of Original	X Form filed by One Reporting Person
- -		
(Month/Year)	
Form filed by More than One Reporting Person
HOUSTON, TEXAS 77002-7369			
(City) (State) (Zip)	
	Table I.- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security	2. Trans-	3. Trans-	4. Securities Acquired (A)	5. Amount of	6. Owner-	7. Nature
(Instr. 3)	action	action	or Disposed of (D)	Securities	ship	of In-
	Date	Code	(Instr. 3, 4 and 5)	Beneficially	Form;	direct
	(Month/	(Instr. 8)		Owned at	Direct	Bene-
	Day/			End of	(D) or	ficial
	Year)						Month	Indirect	Owner-
		Code	V	Amount	(A) or	Price	(Instr. 3 and 4)	m	ship
								(Instr. 4)	(Instr. 4)
Common Stock	08/21/01	M	6	8,620.00	A	$21.56	2,766,997.97	D	
									by Pamily Lt
Common Stock	08/20/01	M		5,000.00	A	$20.78	100,000.00	'I.	. Part.
									by 401(k) Pla
Common Stock							18,755.48	I	n (1)
							SEŁ		
Common Stock								I	SSOP_
									
									
									
									
									
									
									
									~
									.....~
W
									
									
									

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly
• If the form filed by more than one reporting person, see Instruction 4(b)(v).

  uver)
SEC 1474 (7-96)

EXH008-01151


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FORM 4 (continued) Table II - Derivati. _ecurities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)	2. Conver-
sion or
Exercise
Price of
Deriv-
ative
Security	3. Trans-
action
Date
(Month/
Day/
year)	4. Transac-
tion Code
(Instr. 8)	5. Number of Deriv-
ative Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4, and 5)	6. Date Exer-
cisable and Ex-
piration Date
(Month/Day/
Year)	7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)	8. Price
of
Deriv-
ative
Secur-
ity
(Instr	9. Number
of Deriv-
ative
Secur-
ities
Bene-
ficially	10.Owner-
ship
Form
of De-
rivative
Secu-
rity:	11.Na-
ture
of In-
direct
Bene-
ficial
Own-
hi
					

Date
Exer-	

Expira-
tion	


itle	

Amount or
Number of	5)	Owned
.at End
of
Month	Direct
(D) or
Indi-
rect (I)	ers
p
(Instr. 4)
			Code	
V	
(A)	
(D)	cisable	Date		Shares		(Instr. 4)	(Instr. 4)	
loyee Non-Qualified Stock
option (right to buy)	
$20.78	
08/20/01	
M			
25,000.00	
2/31/99	
2/31/04	
Common Stock	
25,000.00		
87,330.00	
Z	by Family
Ltd. Part.
Employee Non-Qualified Stock
option (right to buy)	
$21.56	
08/21/01	
M			
68,620.00	
12/31/99	
2/31/01	
Common Stock	
68,620.00		
0.00	
D	
														
														
														
														
														
														
														
														

Explanation of Responses:
(1) 401(k) plan uses unit accounting system which assumes that the Enron Corp. stock fund is fully invested in shares of Enron Corp. Common Stock (notwithstanding that
the fund may hold some uninvested cash or shares of Enron Corp.' Cumulative Second Preferred Convertible Stock of which each share is presently convertible into 27.304
shares of Common Stock). Reporting person is entitled to a distribution of the entire amount in shares of Enron Corp. Common Stock.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three.copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless die form displays the currently valid OMB Number.


  l~s7o/
  **Signature of Reporting Person Date

  Page 2
SEC 1474 (7-96)

EXH008-01152