November 13, 1996 Enron Oil & Gas Company 1400 Smith Street Houston, Texas 77002 Ladies and Gentlemen: We have entered into the Underwriting Agreement dated November 13, 1996 relating to the Purchased Securities referred to therein by signing a copy...

                      November 13, 1996



Enron Oil & Gas Company
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx  00000

Ladies and Gentlemen:

      We  have entered into the Underwriting Agreement dated
November  13,  1996  relating to  the  Purchased  Securities
referred  to  therein by signing a copy of the  Underwriting
Agreement and returning the same or depositing the  same  in
the mail to you.

                         Very truly yours,

                         X. X. XXXXXX SECURITIES INC.
                         XXXXXXX, XXXXX & CO.
                         XXXXXX XXXXXXX & CO. INCORPORATED
                         SALOMON BROTHERS INC

                         By:  X. X. XXXXXX SECURITIES INC.



                              By:  /s/ Xxxxxxx X. Xxxxxxx
                                    Name: Xxxxxxx X. Xxxxxxx
                                    Title:  Vice President