JOHN A. URQUHART JOHN A. URQUHART

                                               Exhibit 10.28

      EIGHTH AMENDMENT TO CONSULTING SERVICES AGREEMENT

     This Agreement, made and entered into and effective as
of the 27th day of May, 1998 (the "Effective Date"), by and
among Xxxx X. Xxxxxxxx, whose address is 000 Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000 ("Consultant"), Enron Corp., a
Delaware corporation ("Enron" or "Company"), and Enron Power
Corp., a Delaware corporation ("EPC"), is an amendment to
that certain Consulting Services Agreement entered into
among the parties and effective as of the first day of
August, 1991.

     WHEREAS, the parties desire to amend the Consulting
Services Agreement;

     NOW, THEREFORE, in consideration of the Consultant's
continued engagement with Company and of the covenants
contained herein, the parties agree as follows:

     1.   Paragraph (2)A is amended by deleting the
following language:

               "The Company reserves the right to change
               Consultant's title from Vice Chairman of the
               Board of Enron to some other mutually agreed
               upon title.  Consultant's failure to consent
               to any title change will not trigger the
               termination provisions of Paragraph (15)."
               
     2.   Paragraph (2)A is amended by adding the following
language:

               "The Company reserves the right to change
               Consultant's title from Senior Advisor to the
               Chairman of the Board of Enron to some other
               mutually agreed upon title.  Consultant's
               failure to consent to any title change will
               not trigger the termination provisions of
               Paragraph (15)."
               
     This Agreement is the eighth amendment to the
Consulting Services Agreement as previously amended, and the
parties agree that all other terms, conditions and
stipulations contained in said Consulting Services Agreement
and the previous amendments thereto shall remain in full
force and effect and without any change or modification,
except as provided herein.

     IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

                         XXXX X. XXXXXXXX

                         XXXX X. XXXXXXXX



ENRON CORP.                   ENRON POWER CORP.
                                               
XXXXXXX X. XXXXXXXX           XXXXX X. XXXXXXXX
Title:                        Title: Vice President & Secretary