8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                            FORM 8-K

         CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

             OF THE SECURITIES EXCHANGE ACT OF 1934



 Date of Report (Date of earliest event reported):  December 2, 2001


                               ENRON CORP.
         (Exact name of Registrant as specified in its charter)

        Oregon                          1-13159                47-0255140
(State or other jurisdiction    (Commission file number)    (I.R.S. employer
   of incorporation)                                       identification no.)



                            1400 Smith Street
                          Houston, Texas 77002
                (Address of principal executive offices)

 Registrants' telephone number, including area code:  (713) 853-6161




ITEM 3.  Bankruptcy or Receivership.

(a)  On December 2, 2001, Enron Corp. (the "Company") and certain
other subsidiaries of the Company (collectively, the "Debtors")
each filed voluntary petitions for relief under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") (Case Nos. 01-16033, 01-16034, 01-
16035, 01-16036, 01-16037, 01-16038, 01-16039, 01-16040, 01-
16041, 01-16042, 01-16043, 01-16044, 01-16045 and 01-16046).
Between December 3, 2001 and December 6, 2001, additional
subsidiaries of the Company each filed voluntary petitions for
relief under chapter 11 of the Bankruptcy Code in the Bankruptcy
Court (Case Nos. 01-16048, 01-16076, 01-16078, 01-16080, 01-
16109, 01-16110 and 01-16111).  As of midnight, Eastern Standard
time, on December 13, 2001, no additional subsidiaries of the
Company had filed voluntary petitions for relief under chapter 11
of the Bankruptcy Code in the Bankruptcy Court.  The Debtors
manage, and will continue to manage, their properties and operate
their businesses as "debtors-in-possession" under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code.

     On December 2, 2001, the Company issued a press release
relating to the foregoing, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

     On December 3, 2001, the Company and certain of its subsidiaries
received binding commitments for a $1.5 billion debtor-in-possession
revolving crecit facility (the "DIP Facility"), subject to the
satisfaction of certain conditions precedent.  The DIP Facility
is being provided by JPMorgan Chase Bank and Citicorp USA, Inc.
On December 3, 2001, the Bankruptcy Court entered an interim order
approving, among other things, a loan of up to $250 million of the
commitments under the DIP Facility to the Company and certain of
its subsidiaries.  On December 3, 2001, the Company issued a press
release relating to the DIP Facility, a copy of which is attached
hereto as Exhibit 99.2 and incorporated herein by reference.

(b)  Not applicable.

ITEM 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

(c)  Exhibits.

          99.1 Press Release of the Company dated December 2, 2001.

          99.2 Press Release of the Company dated December 3, 2001.



                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              ENRON CORP.




Date:  December 14, 2001      By:  JEFFREY MCMAHON
                                   Jeffrey McMahon
                                   Executive Vice President and
                                    Chief Financial Officer



                                EXHIBIT INDEX

Exhibit No.                      Description

  99.1           Press Release of the Company dated December 2, 2001.

  99.2           Press Release of the Company dated December 3, 2001.

EX-99

                                               Exhibit 99.1


ENRON FILES VOLUNTARY PETITIONS FOR CHAPTER 11
REORGANIZATION; SUES DYNEGY FOR BREACH OF CONTRACT, SEEKING
DAMAGES OF AT LEAST $10 BILLION

FOR IMMEDIATE RELEASE: Sunday, December 2, 2001

  -  Proceeds of Lawsuit Would Benefit Enron's Creditors
  -  Company in Active Discussions to Receive Credit Support
     For, Recapitalize and Revitalize Its North American
     Wholesale Energy Trading Operations Under New Ownership
     Structure
  -  Enron Will Downsize Operations and Continue Sales of
     Non-Core Assets

HOUSTON -- Enron Corp. (NYSE: ENE) announced today that it
along with certain of its subsidiaries have filed voluntary
petitions for Chapter 11 reorganization with the U.S.
Bankruptcy Court for the Southern District of New York. As
part of the reorganization process, Enron also filed suit
against Dynegy Inc. (NYSE: DYN) in the same court, alleging
breach of contract in connection with Dynegy's wrongful
termination of its proposed merger with Enron and seeking
damages of at least $10 billion. Enron's lawsuit also seeks
the court's declaration that Dynegy is not entitled to
exercise its option to acquire an Enron subsidiary that
indirectly owns Northern Natural Gas Pipeline. Proceeds from
the lawsuit would benefit Enron's creditors.

In a related development aimed at preserving value in its
North American wholesale energy trading business, Enron said
that it is in active discussions with various leading
financial institutions to provide credit support for,
recapitalize and revitalize that business under a new
ownership structure. It is anticipated that Enron would
provide the new entity with traders, back office
capabilities and technology from Enron's North American
wholesale energy business, and that the new entity would
conduct counterparty transactions through EnronOnline, the
company's existing energy trading platform. Any such
arrangement would be subject to the approval of the
Bankruptcy Court.

In connection with the company's Chapter 11 filings, Enron
is in active discussions with leading financial institutions
for debtor-in-possession (DIP) financing and expects to
complete these discussions shortly. Upon the completion and
court approval of these arrangements, the new funding will
be available immediately on an interim basis to supplement
Enron's existing capital and help the company fulfill
obligations associated with operating its business,
including its employee payroll and payments to vendors for
goods and services provided on or after today's filing.

Filings for Chapter 11 reorganization have been made for a
total of 14 affiliated entities, including Enron Corp.;
Enron North America Corp., the company's wholesale energy
trading business; Enron Energy Services, the company's
retail energy marketing operations; Enron Transportation
Services, the holding company for Enron's pipeline
operations; Enron Broadband Services, the company's
bandwidth trading operation; and Enron Metals & Commodity
Corp.

Enron-related entities not included in the Chapter 11 filing
are not affected by the filing. These non-filing entities
include Northern Natural Gas Pipeline, Transwestern
Pipeline, Florida Gas Transmission, EOTT, Portland General
Electric and numerous other Enron international entities.

To conserve capital, Enron will implement a comprehensive
cost-saving program that will include substantial workforce
reductions. These workforce reductions primarily will affect
the company's operations in Houston, where Enron currently
employs approximately 7,500 people.

In addition, the company will continue its accelerated
program to divest or wind down non-core assets and
operations. Details of the units to be affected will be
communicated shortly.

The Dynegy Lawsuit
In its lawsuit filed today in U.S. Bankruptcy Court in New
York, Enron alleges, among other things, that Dynegy
breached its Merger Agreement with Enron by terminating the
agreement when it had no contractual right to do so; and
that Dynegy has no right to exercise its option to acquire
the entity that indirectly owns the Northern Natural Gas
pipeline because that option can only be triggered by a
valid termination of the Merger Agreement.

The Chapter 11 Filings
In conjunction with today's petitions for Chapter 11
reorganization, Enron will ask the Bankruptcy Court to
consider a variety of "first day motions" to support its
employees, vendors, trading counterparties, customers and
other constituents. These include motions seeking court
permission to continue payments for employee payroll and
health benefits; obtain interim financing authority and
maintain cash management programs; and retain legal,
financial and other professionals to support the company's
reorganization actions. In accordance with applicable law
and court orders, vendors and suppliers who provided goods
or services to Enron Corp. or the subsidiaries that have
filed for Chapter 11 protection before today's filing may
have pre-petition claims, which will be frozen pending court
authorization of payment or consummation of a plan of
reorganization.

The Wholesale Energy Trading Business
The discussions currently underway with various leading
financial institutions are aimed at obtaining credit support
for, recapitalizing and revitalizing Enron's North American
wholesale energy trading operations under a new ownership
structure in which Enron would continue to have a
significant ownership interest.

"If these discussions are successful, they could result in
the creation of a new trading entity with a strong and
unencumbered balance sheet, the industry's finest trading
team, and its leading technology platform, all backed by one
or more of the world's leading financial institutions," said
Greg Whalley, Enron president and chief operating officer.
"We understand that it may take time for counterparties to
resume normal trading levels with this entity, but we are
confident that this business can be put back on a solid
footing. Obviously, our potential partners share our
confidence or they would not be at the table with us. We
intend to take steps to retain employees who are key to the
future success of our wholesale energy trading business and
to regain the support and confidence of its trading
counterparties."

Comment by Ken Lay
"From an operational standpoint, our energy
businesses-including our pipelines and utilities-are
conducting normal operations and will continue to do so, "
said Kenneth L. Lay, chairman and CEO of Enron. "While
uncertainty during the past few weeks has severely impacted
the market's confidence in Enron and its trading operations,
we are taking the steps announced today to help preserve
capital, stabilize our businesses, restore the confidence of
our trading counterparties, and enhance our ability to pay
our creditors."

Enron's principal legal advisor with regard to the proposed
merger with Dynegy, Enron's Chapter 11 filings, the Dynegy
lawsuit, and related matters is Weil, Gotshal & Manges LLP.
Enron's principal financial advisor with regard to its
financial restructuring is The Blackstone Group.

About Enron Corp.
Enron Corp. markets electricity and natural gas, delivers
energy and other physical commodities, and provides
financial and risk management services to customers around
the world. Enron's Internet address is www.enron.com.

Forward-looking Statements
This press release contains statements that are forward-
looking within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Investors are cautioned that any such forward-
looking statements are not guarantees of future performance
and that actual results could differ materially as a result
of known and unknown risks and uncertainties, including:
various regulatory issues, the outcome of the Chapter 11
process, the outcome of the litigation discussed above, the
outcome of the discussions referred to above, general
economic conditions, future trends, and other risks,
uncertainties and factors disclosed in the Company's most
recent reports on Forms 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission.

EX-99

                                                 Exhibit 99.2


ENRON ARRANGES $1.5 BILLION OF DEBTOR-IN-POSSESSION FINANCING

FOR IMMEDIATE RELEASE: Monday, December 3, 2001

HOUSTON - Enron Corp. (NYSE: ENE) announced today that, in
connection with its Chapter 11 filings, it has arranged up
to $1.5 billion of debtor-in-possession (DIP) financing. The
financing, arranged by Citigroup and JP Morgan Chase, will
be syndicated and is secured by substantially all of the
company's assets.

Upon Court approval, which the company expects to receive
shortly, $250 million of the new funding will become
available on an interim basis to supplement Enron's existing
capital and help the company fulfill obligations associated
with operating its business, including its employee payroll
and payments to vendors for goods and services provided on
or after yesterday's filing.

"With this financing in place, Enron can continue to do
business and move forward to implement the first steps of
its reorganization. We appreciate the support of our lenders
and are fully committed to meeting our obligations to our
creditors as best we can," said Kenneth L. Lay, Enron
chairman and CEO.

An additional $250 million will be made available to Enron
as soon as the company provides the lenders with a
satisfactory business plan. The $1 billion balance of the
facility will be available to the company upon the
satisfaction of certain conditions, including the entry of a
final order and the successful completion of syndication.
The remaining $1 billion balance of the facility will be
used in part to repay $550 million of existing indebtedness
of Transwestern Pipeline.

Enron Corp. markets electricity and natural gas, delivers
energy and other physical commodities, and provides
financial and risk management services to customers around
the world. Enron's Internet address is www.enron.com. The
stock is traded under the ticker symbol "ENE."

This press release contains statements that are forward-
looking within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Investors are cautioned that any such forward-
looking statements are not guarantees of future performance
and that actual results could differ materially as a result
of known and unknown risks and uncertainties, including:
various regulatory issues, the outcome of the Chapter 11
process, the actions of the Bankruptcy Court with respect to
the referenced debtor-in-possession financing, general
economic conditions, future trends, and other risks,
uncertainties and factors disclosed in the Company's most
recent reports on Forms 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission.