ENRON CORP/OR/

ENRON CORP.

S-3

FORM OF UNDERWRITING AGREEMENT

EX-1.01

OPINION OF JAMES V. DERRICK, JR., ESQ.,

EX-5

CONSENT OF ARTHUR ANDERSEN LLP

EX-23.01

CONSENT OF DEGOLYER AND MACNAUGHTON

EX-23.02

POWERS OF ATTORNEY OF CERTAIN DIRECTORS OF ENRON

EX-24