I~.IJu 22 '94 10:1~ FR PRILJ~TE B~KIN(3-HOU  713 247 7150 TO 5313

NaLaansBnmk
PnmW Ban~ng
P. C). 3~ 251~1
klntiston. TX 712~2-2818

Tl 713 1474000
1a~ 71.3 147.7J.~0

     P * 02
NOV ~2 '94  10:B7R.1

	   November 22, 1994

	   Mx. Kenneth L. Lay
	   Chairman and Chief Executive Officer
	   Enron Corp.
	   1400 Smith Street
	   Houston, Texas 77002

	   RE: Revolving Loans from NationsBank of Texas, N.A. ("Lender") to
	       Kenneth L. Lay and Laida P. Lay ("Borrower")

	   Dear Ken:

	   Per your request, NationsBank of Texas, N.A. is pleased to provide a
	   $7.5 million increase to your existing $8 million credit facility which is
	   guaranteed by KLL & LPL Inveatments~ Ltd. This new $15.5 million
	   credit facility may be used for any purpose other than to purchase
	   margin stock

	   This increase will require some modifications to the e4S~I1g documents
	   dated August 23, 1994. By signing this letter below, you ape. to pay
	   attorney fees Incurred to modify the existing documents to reflect the
	   increase in the credit facility described above. Closing Is expected
	   during the week of December 5, 1994.

	   Thank you very much for choosing to expand your relationship with us.

	   AGREED AND ACCEPTED THIS ~2»= DAY O~ NOVEMBEI~. 1994.

				     "Lender"


				     By
					  James H. Shelton
					  Vice President


					Min*.r FDIC

									** TOTRL. PF~GE. 02 ~'c$c

r
GOVERNMENT
  EXHIBIT
    1005
 Crini No. H-04-25 (S-2)

I

ETF.2O96FOOO~O3

BOAIF~t/LAY: 27019

-.  ~.

"Borrower"

USA
~ -
1UdflU~