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DEC- BDEC YT3'"~3 '1i:19AM ENRON CORP

  NationaBank 1
Private Banking
  P. 0. Bat 2518
  Houatoa, TX 77252•-2518

  HatiansBank
  December 8, 1993

Mr. Kenneth L. Lay

Houston, Texas 77019

Dear Mr. Lay:

Toi 
Fax 

P. 2%4

NationsBank is pleased to provide you the following Credit Facilities. Please contact ma
with any questions and comments that you may have regarding the terms of this
financing, as detailed below:

BORROWER: Kenneth L. Lay

LENDER: NationsBank of Texas, N.A.

CREDIT FACILITIES: Facility A: $10,500,000 Line of Credit
Facility B: $2,000,000 Line of Credit
PURPOSE: Fadli

  Proceeds of Facility A are to be used for the following
purposes:

  1) Refinance an existing term loan payable to Lander with an
outstanding balance of $1,079,600, evidenced by a
Promissory Note dated August 24, 1993;

  2) Refinance an existing term loan payable to Lender with an
outstanding balance of $350,000, evidenced by a
Promissory Note dated November 8, 1993;

  3) Refinance an existing term loan payable to Enron Corp,
with an outstanding balance of $5,000,000;

4) Purchase or carry margin stock.
Facili

Proceeds of Facility B are to be used to finance personal
expenses. Facility B will not be used to purchase or carry
margin stock.

  Member FDIC
JAN 1 0e 5313 PAGE.002

101-00952

BOA(FB IILA,Y: 29844
GOVERNMENT
EXHIBIT
124


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DEG- WC 13 '93 '11:30AM EMRON CORP

Mr. Kenneth L. Lay
Letter dated December 8, 1993
Page 2 of 3

P. 3/4

ADVANCES: Advances under the Credit Facility will be subject to the
following advance percentages based on the collateral
pledged to secure each Advance:

  Facility A: 50% Initial Advance
Facility B: 70% Initial Advance
MATURITY; 364 days from closing.

INTEREST RATE: LIBOR plus 175 basis points, based on da 60 day, 90
day, 180 day, or I year LIBOR at Borrower s option. The
Interest hate will be re-set at the expiration of each LIBOR
option, based on then prevailing LIBOR rates.

FEE: None.

PREPAYMENT'

PENALY: Loan documents will include a "snake whole" provision
acceptable to Lender.

REPAYMENT
SCHEDULE: Interest payable quarterly in arrears; principal due at
Maturity.

COLLATERAL: Borrower shall pledge sufficient shares of listed stock to
satisfy the Collateral Maintenance Requirements of each
Credit Facility. The Collateral shall consist of unrestricted
listed stock as approved by Lender.

COLLATERAL
MAINTENANCE
REQUIREMENTS:

JAN 1 '00 2:03

Borrower will be required to maintain a Loan to Value of
75% or less, calculated separately for each Credit Facility.
If the Loan to Value exceeds 75%, Borrower will be
required to pledge additional Collateral or reduce the
outstanding loan balance to bring the Loan to Value to 70%
or less.

Loan to Value shall be determined by: dividing (i) the
outstanding loan balance under each Credit Facility by (ii)
the Collateral Market Value securing each Credit Facility.
Collateral Market Value shall be determined using current
marker prices for the Collateral as quoted in the Wall Street
Journal or other source acceptable to Lender.

17138535313 PRGE.R03

'001-00953 B0A /FBl/LAY: 29845


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DEO- bE: Fo- ' 9 ' ' Ti: 20Ari Ef ipur~ cORF

Mr. Kenneth L. Lay
Letter dated December 8, 1993
Page 3 of 3

P'3i3

DOCUMENTATION: Loan documentation acceptable to Lender in its sole
discretion to perfect a security interest in the Collateral.
Documentation will include, but not be limited to, the
following: loan agreement, promissory note, security
agreement, collateral maintenance agreement, and stock
powers. All attorney fees to be paid by Borrower.

The Credit Facilities described herein are further subject to (i} the preparation,
execution, and delivery of legal documentation in form and substance acceptable to
Lender and to its legal counsel, incorpoFating substantially the terms and conditions
referred to above and such clarification thereof and modifications and additions thereto
as Lender may require, If the terms and conditions described herein are acceptable to
you, please sign below and return this original letter to my attention indicating your
acceptance of the above terms and conditions. This proposal will expire on December
15, 1993, unless accepted by your signature below. Furthermore, this proposal will
expire on December 31, 1993, unless the Credit Facilities have been closed by such
time.

THIS WRrITEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR. CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWR t7EN ORAL AGREEMENTS BETWEEN
THE PARTIES.

AGREED AND ACCEPTED THIS DAY OF 1993.

"Borrower" "Lender"

JAN 1 '00 2:04

By A±-Z' Z
  James H. Shelton
Assistant Vice President

5313 PAGE.084

001-00954 B0A /FB i!LAY: 29846