<TABLE>                          
<CAPTION>
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549
                                       FORM 10-K/A

                                    AMENDMENT NO. 1
                               
    [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                      For the fiscal year ended December 31, 1994

                                          or

    [  ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
          For the Transition period from ________________ to _______________

<S>                        <C>                                     <C>
                           Registrant; State of Incorporation;     IRS Employer
Commission File Number     Address; and Telephone Number           Identification No.

1-5532                     PORTLAND GENERAL CORPORATION            93-0909442
                           (an Oregon Corporation)
                           121 SW Salmon Street
                           Portland, Oregon 97204   
                           (503) 464-8820

1-5532-99                  PORTLAND GENERAL ELECTRIC COMPANY       93-0256820
                           (an Oregon Corporation)
                           121 SW Salmon Street
                           Portland, Oregon 97204
                           (503) 464-8000

Securities registered pursuant to Section 12(b) of the Act:

                                                             Name of Each Exchange
                     Title of Each Class                       on Which Registered
  Portland General Corporation
    Common Stock, par value $3.75 per share                  New York Stock Exchange
                                                             Pacific Stock Exchange

  Portland General Electric Company
    None

Securities registered pursuant to Section 12(g) of the Act:
  Portland General Corporation
    None

  Portland General Electric Company, 
    Cumulative Preferred Stock, par value $100 per share 
    7.75% Series, Cumulative Preferred Stock, no par value
</TABLE>

                                                   1 
                                                
<PAGE> 1


<TABLE>
<CAPTION>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not 
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [   ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been subject to such filing requirements 
for the past 90 days.         Yes   X      No       .

The aggregate market value of Portland General Corporation voting stock held by non-affiliates of the 
registrant as of February 28, 1995 is $1,031,163,041

The number of shares outstanding of the registrants' common stocks as of February 28, 1995 are:
<S>                <C>                                       <C>
                   Portland General Corporation              50,609,229
                   Portland General Electric Company         42,758,877
                    (owned by Portland General Corporation)                          Document Incorporated by Reference

The information required to be included in Part III hereof is incorporated by reference from Portland 
General Corporation's definitive proxy statement to be filed on or about March 27, 1995.

</TABLE>

                                                   2 
                                                 
<PAGE> 2



                         Management's Statement of Responsibility

Portland  General  Corporation's  management  is   responsible 
for  the  preparation  and
presentation of the consolidated financial statements in this
report.   Management is also
responsible for  the integrity  and  objectivity of  the
statements.   Generally  accepted
accounting  principles have  been used  to prepare  the
statements,  and in  certain cases
informed estimates have been used that are based on the best
judgment of management.

Management has  established, and maintains, a system of internal
accounting controls.  The
controls provide reasonable  assurance that assets  are
safeguarded, transactions  receive
appropriate  authorization, and financial records  are reliable. 

Accounting controls are
supported by  written policies and procedures,  an operations
planning  and budget process
designed to achieve corporate objectives, and internal audits of
operating activities.

Portland  General's Board of  Directors includes an  Audit
Committee  composed entirely of
outside  directors.   It  reviews  with  management,  internal 
auditors  and  independent
auditors, the adequacy of internal controls, financial reporting,
and other audit matters.Arthur Andersen LLP is Portland 
General's independent public
accountant.  As a part of its
annual audit, selected internal  accounting controls are reviewed

in order to determine
the nature, timing and  extent of audit tests to  be performed. 
All of  the corporation's
financial records and related data are made available to Arthur
Andersen LLP.  Management
has also endeavored to  ensure that all representations to Arthur

Andersen LLP were valid
and appropriate.

Joseph M. Hirko
Vice President Finance,
Chief Financial Officer,
Chief Accounting Officer
and Treasurer


                         Report of Independent Public Accountants

To the Board of Directors and Shareholders of
    Portland General Corporation:

We  have  audited  the   accompanying  consolidated  balance 
sheets  and   statements  of
capitalization  of Portland General  Corporation and subsidiaries
as  of December 31, 1994
and 1993,  and the related consolidated  statements of income,
retained  earnings and cash
flows for each of the three years in the period ended December 
31, 1994.  These financial
statements  are the responsibility of the Company's  management. 
Our responsibility is to
express an opinion on these financial statements based on our
audits.

We  conducted our audits in accordance with  generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance aboutwhether  the financial statements
are free of  material misstatement.   An audit includes
examining,  on  a test  basis,  evidence supporting  the  amounts
and  disclosures  in the
financial statements.  An audit also includes assessing the
accounting principles used and
significant  estimates made by  management, as  well as 
evaluating the  overall financial
statement presentation.   We believe  that our audits provide  a
reasonable basis  for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material
respects, the  financial position of Portland  General
Corporation and subsidiaries  as of
December 31, 1994  and 1993, and the results of their  operations
and their cash flows for
each of the three years in the period ended December 31, 1994 in
conformity with generally
accepted accounting principles.

                                                                 

    Arthur Andersen LLP
Portland, Oregon,
February 7, 1995 (except with respect to the matter discussed in 

Note 15, as to which the date is March 29, 1995)


                                           3 
                                           
<PAGE> 3


Item 8.     Financial Statements and Supplementary Data


<TABLE>
<CAPTION>
           Portland General Corporation and Subsidiaries
             Consolidated Statements of Income

For the Years Ended December 31                      1994       1993        1992   

(Thousands of Dollars except per share amounts)
<S>                                                <C>        <C>         <C>

Operating Revenues                                 $959,409    $946,829    $883,266 

Operating Expenses
 Purchased power and fuel                           347,125     311,713     222,127 
 Production and distribution                         61,891      73,576      93,677
 Maintenance and repairs                             47,391      55,320      70,496 
 Administrative and other                           100,596     100,321     112,010 
 Depreciation, decommissioning and amortization     124,081     122,218      98,706 
 Taxes other than income taxes                       52,151      55,730      55,515
                                                    733,235     718,878     652,531 

Operating Income Before Income Taxes                226,174     227,951     230,735 

Income Taxes                                         71,878      69,770      67,235
Net Operating Income                                154,296     158,181     163,500 

Other Income (Deductions)

 Interest expense                                   (71,653)    (70,802)    (73,895)
 Allowance for funds used during construction         4,314         785       2,769
 Preferred dividend requirement - PGE               (10,800)    (12,046)    (12,636)
 Other - net of income taxes                         16,901      13,000       9,885 

Income From Continuing Operations                    93,058      89,118      89,623 

Discontinued Operations
 Gain on disposal of real estate operations -
  net of income taxes of $4,226                       6,472           -           -

Net Income                                         $ 99,530     $89,118    $ 89,623

Common Stock
 Average shares outstanding                      49,896,685  47,392,185  46,887,184 
 Earnings per average share
  Continuing operations                               $1.86       $1.88       $1.93 *
  Discontinued operations                              0.13           -           -

 Earnings per average share                           $1.99       $1.88       $1.93 *

 Dividends declared per share                         $1.20       $1.20       $1.20

<FN>
* Includes $.02 for tax benefits from ESOP dividends.
</FN>

</TABLE>




<TABLE>
<CAPTION>
                        Portland General Corporation and Subsidiaries
                        Consolidated Statements of Retained Earnings

                       

            

                             
      
For the Years Ended December 31                       1994       1993        1992   
                                                         (Thousands of Dollars)
<S>                                                <C>        <C>          <C>

Balance at Beginning of Year                       $ 81,159   $ 50,481     $ 19,635
Net Income                                           99,530     89,118       89,623 
ESOP Tax Benefit & Amortization of 
 Preferred Stock Premium                             (1,705)    (1,524)      (2,505)
                                                    178,984    138,075      106,753 
Dividends Declared on Common Stock                   60,308     56,916       56,272 

Balance at End of Year                             $118,676   $ 81,159     $ 50,481 


<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>

</TABLE>

                                             4 
                                             
<PAGE> 4


<TABLE>
<CAPTION>                        Portland General Corporation and Subsidiaries
                                Consolidated Balance Sheets        

     

At December 31                                                 1994             1993
                                                               (Thousands of Dollars)  
                                    Assets
<S>                                                          <C>              <C>
                                                
Electric Utility Plant - Original Cost
 Utility plant (includes Construction Work
 in Progress of $148,267 and $46,679)                        $2,563,476       $2,370,460 
 Accumulated depreciation                                      (958,465)        (894,284)
                                                              1,605,011        1,476,176 
 Capital leases - less amortization of $25,796 and $23,626       11,523           13,693 
                                                              1,616,534        1,489,869 

Other Property and Investments
 Leveraged leases                                               153,332          155,618 
 Net assets of discontinued real estate operations               11,562           31,378 
 Trojan decommissioning trust, at market value                   58,485           48,861 

           
 Corporate Owned Life Insurance, less loan of $21,731 in 1994    65,687           72,612 
 Other investments                                               28,626           29,552 
                                                                317,692          338,021 

Current Assets
 Cash and cash equivalents                                       17,542            3,202 
 Accounts and notes receivable                                   91,418           91,641 
 Unbilled and accrued revenues                                  158,259          133,476
 Inventories, at average cost                                    43,269           46,534 
 Prepayments and other                                           38,347           22,128 
                                                                348,835          296,981 

Deferred Charges
Unamortized regulatory assets
 Trojan abandonment - plant                                     342,276          366,712 
 Trojan abandonment - decommissioning                           338,718          355,718 
 Trojan - other                                                  65,922           66,387 
 Income taxes recoverable                                       217,967          228,233  
 Debt reacquisition costs                                        32,245           34,941 
 Energy efficiency programs                                      58,894           39,480 
 Other                                                           30,182           33,857 
WNP-3 settlement exchange agreement                             173,308          178,003 
Miscellaneous                                                    16,698           21,126 
                                                              1,276,210        1,324,457
                                                             $3,559,271       $3,449,328 


                    Capitalization and Liabilities
Capitalization
 Common stock                                                 $ 189,358       $  178,630 
 Other paid-in capital                                          563,915          519,058 
 Unearned compensation                                          (13,636)         (19,151)
 Retained earnings                                              118,676           81,159 
                                                                858,313          759,696 
Cumulative preferred stock of subsidiary
 Subject to mandatory redemption                                 50,000           70,000 
 Not subject to mandatory redemption                             69,704           69,704 
Long-term debt                                                  835,814          842,994 
                                                              1,813,831        1,742,394 
Current Liabilities
 Long-term debt and preferred stock due within one year          81,506           51,614 
 Short-term borrowings                                          148,598          159,414 
 Accounts payable and other accruals                            104,254          109,479 
 Accrued interest                                                19,915           18,581 
 Dividends payable                                               18,109           17,657 
 Accrued taxes                                                   27,778           25,601
                                                                400,160          382,346 

Other
 Deferred income taxes                                          687,670          660,248
 Deferred investment tax credits                                 56,760           60,706 
 Deferred gain on sale of assets                                118,939          120,410 
 Trojan decommissioning and transition costs                    396,873          407,610 
 Miscellaneous                                                   85,038           75,614
                                                              1,345,280        1,324,588 

                                                             $3,559,271       $3,449,328 

<FN>
The accompanying notes are an integral part of these consolidated balance sheets.
</FN>
</TABLE>

                                          5 
                                          
<PAGE> 5


<TABLE>
<CAPTION>
                         Portland General Corporation and Subsidiaries
                           Consolidated Statements of Capitalization


At December 31                                                    1994              1993  
                                                                  (Thousands of Dollars)    

       
<S>                                                           <C>          <C>      <C>          <C>
Common Stock Equity
  Common stock, $3.75 par value per 
    share 100,000,000 shares authorized,
    50,495,492 and 47,634,653 shares outstanding                $189,358            $  178,630 
  Other paid-in capital - net                                    563,915               519,058 
  Unearned compensation                                          (13,636)              (19,151)
  Retained earnings                                              118,676                81,159 
                                                                 858,313    47.3%      759,696    43.6%

Cumulative Preferred Stock
  Subject to mandatory redemption
     No par value, 30,000,000 shares authorized
       7.75% Series, 300,000 shares outstanding                   30,000                30,000
     $100 par value per share, 2,500,000 shares authorized
       8.10% Series, 300,000 and 500,000 shares outstanding       30,000                50,000 
          Current sinking fund                                   (10,000)              (10,000)
                                                                  50,000     2.8        70,000     4.0

  Not subject to mandatory redemption, $100 par value
       7.95% Series, 298,045 shares outstanding                   29,804                29,804 
       7.88% Series, 199,575 shares outstanding                   19,958                19,958 
       8.20% Series, 199,420 shares outstanding                   19,942                19,942 

                                                                  69,704     3.8        69,704     4.0

Long Term Debt  First mortgage bonds
     Maturing 1994 through 1999
       4-3/4% Series due April 1, 1994                                 -                 8,119 
       4.70% Series due March 1, 1995                              3,045                 3,220 
       5-7/8% Series due June 1, 1996                              5,216                 5,366 
       6.60% Series due October 1, 1997                           15,363                15,363 
       Medium-term notes - 5.65%-9.27%                           251,000               242,000
     Maturing 2001 through 2005 - 6.47%-9.07%                    210,845               166,283 
     Maturing 2021 through 2023 - 7-3/4%-9.46%                   195,000               195,000 
  Pollution control bonds
    Port of Morrow, Oregon, variable rate
      (Average 2.7% for 1994), due 2013                           23,600                23,600 
    City of Forsyth, Montana, variable rate
      (Average 2.9% for 1994), due 2013 through 2016             118,800               118,800 
      Amount held by trustee                                      (8,355)               (8,537)
    Port of St. Helens, Oregon, due 2010 and 2014
      (Average variable 2.7%-2.9% for 1994)                       51,600                51,600
    Medium-term notes maturing 1994 through
      1996 - 7.19%-8.09%                                          30,000                50,000 
    Capital lease obligations                                     11,523                13,693 
    Other                                                           (317)                  101 
                                                                 907,320               884,608 
  Long-term debt due within one year                             (71,506)              (41,614)
                                                                 835,814    46.1       842,994    48.4

          Total capitalization                                $1,813,831   100.0%   $1,742,394   100.0%

<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
</TABLE>


                                                   6 
                                                   
<PAGE> 6


<TABLE>
<CAPTION>
                        Portland General Corporation and Subsidiaries
                           Consolidated Statements of Cash Flow


For the Years Ended December 31                            1994      1993        1992
                                                             (Thousands of Dollars)      


<S>                                                      <C>        <C>         <C>

Cash Provided (Used) By -
Operations:
 Net income                                              $ 99,530   $  89,118   $  89,623
 Adjustments to reconcile net income
   to net cash provided by operations:                
    Depreciation and amortization                          94,217      89,749     113,405
    Amortization of WNP-3 exchange agreement                4,695       4,489       5,658
    Amortization of deferred charges - Trojan plant        24,417      24,015           -
    Amortization of deferred charges - Trojan decomm.      11,220      11,220           -
    Amortization of deferred charges - Trojan other         2,321       2,314       1,609
    Amortization of deferred charges - other                2,712       6,713       7,080
    Deferred income taxes - net                            37,396      61,086      26,480
    Other noncash income                                     (677)     (1,926)     (2,659)
 Changes in working capital:
    (Increase) in receivables                             (24,440)    (72,837)    (12,736)
    (Increase) Decrease in inventories                      3,264      15,017      (4,181)
    (Decrease) in payables                                 (1,300)    (29,837)     (6,231)
    Other working capital items - net                     (18,509)     12,473       7,020

 Gain from discontinued operations                         (6,472)          -           -
 Deferred items                                            10,258      (7,174)    (12,835)
 Miscellaneous - net                                       12,369      17,728      21,260
                                                          251,001     222,148     233,493


Investing Activities:
 Utility construction - new resources                     (91,342)    (28,666)          -
 Utility construction - general                          (131,675)   (101,692)   (148,348)
 Energy efficiency programs                               (23,745)    (18,149)    (10,705)
 Rentals received from leveraged leases                    20,886      15,530       9,007
 Trojan decommissioning trust                             (11,220)    (11,220)    (11,220)
 Other investments                                        (14,058)    (10,763)     (7,245)
                                                         (251,154)   (154,960)   (168,511)

Financing Activities:
 Short-term debt - net                                    (10,816)     18,736      48,273
 Borrowings from Corporate Owned Life Insurance            21,731           -           - 
 Long-term debt issued                                     75,000     252,000     123,000
 Long-term debt retired                                   (49,882)   (279,986)   (143,902)
 Repayment of nonrecourse borrowings for
  leveraged leases                                        (18,046)    (13,095)     (9,035)
 Preferred stock issued                                         -           -      30,000
 Preferred stock retired                                  (20,000)     (3,600)    (31,225)
 Common stock issued                                       50,074       9,520       9,753
 Dividends paid                                           (59,856)    (56,850)    (56,230)
                                                          (11,795)    (73,275)    (29,366)

Net Cash Provided By (Used In)
 Continuing Operations                                    (11,948)     (6,087)     35,616
Discontinued Operations                                    26,288       2,600     (30,948)
Increase (Decrease) in Cash and
 Cash Equivalents                                          14,340      (3,487)      4,668
Cash and Cash Equivalents at the Beginning
 of Year                                                    3,202       6,689       2,021
Cash and Cash Equivalents at the End
 of Year                                                 $ 17,542   $   3,202   $   6,689



Supplemental disclosures of cash flow information
  Cash paid during the year:
    Interest                                             $ 64,895   $  74,261   $  72,535
    Income taxes                                           31,539      12,259      22,241



<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>

</TABLE>


                                                  7 
                                                  
<PAGE> 7


Portland General Corporation and Subsidiaries Notes to Financial
StatementsNote 1

Summary of Significant Accounting
Policies

         Consolidation Principles

The consolidated financial statements include
the accounts of Portland General Corporation
(Portland General) and all of its majority-owned 
subsidiaries.  Significant intercompany balances 
and transactions have been eliminated.

Basis of Accounting

Portland General and its subsidiaries' financial statements
conform to generally accepted accounting principles. 
In addition, Portland General Electric
Company's (PGE or the Company) accounting policies are 
in accordance with the requirements and the
ratemaking practices of regulatory
authorities having jurisdiction.

Revenues

PGE accrues estimated unbilled revenues for
services provided from the meter read date to month-end.

Purchased Power

PGE credits purchased power costs for the net
amount of benefits received through a power
purchase and sale contract with the
Bonneville Power Administration (BPA). 
Reductions in purchased power costs that
result from this exchange are passed directly
to PGE's residential and small farm customers
in the form of lower prices.

Depreciation

PGE's depreciation is computed on the
straight-line method based on the estimated
average service lives of the various classes
of plant in service.  Excluding the Trojan
Nuclear Plant (Trojan), depreciation expense
as a percent of the related average
depreciable plant in service was
approximately 3.8% in 1994, 3.9% in 1993 and
3.8% in 1992.

The cost of renewal and replacement of
property units is charged to plant, and
repairs and maintenance are charged to
expense as incurred.  The cost of utility
property units retired, other than land, is
charged to accumulated depreciation.

Allowance for Funds Used During
Construction (AFDC)

AFDC represents the pretax cost of borrowed
funds used for construction purposes and a
reasonable rate for equity funds.  AFDC is
capitalized as part of the cost of plant and
is credited to income but does not represent
current cash earnings.  The average rates
used by PGE were 4.65%, 3.52%, and 4.72% for
the years 1994, 1993 and 1992, respectively.

Income Taxes

Portland General files a consolidated federal
income tax return.  Portland General's policy
is to collect for tax liabilities from
subsidiaries that generate taxable income and
to reimburse subsidiaries for tax benefits
utilized in its tax return.

Income tax provisions are adjusted, when
appropriate, for potential tax adjustments. 
Deferred income taxes are provided for
temporary differences between financial and
income tax reporting.  See Notes 4 and 4A,
Income Taxes, for more details.
  
Amounts recorded for Investment Tax Credits
(ITC) have been deferred and are being
amortized to income over the approximate
lives of the related properties, not to
exceed 25 years.

Nuclear Fuel

Amortization of nuclear fuel (reflected only
in 1992 expenses) was based on the quantity
of heat produced for the generation of
electric energy.

                      8
                    
<PAGE> 8

Investment in Leases

Columbia Willamette Leasing (CWL), a
subsidiary of Portland General Holdings, Inc.
(Holdings), acquires and leases capital
equipment.  Leases that qualify as direct
financing leases and are substantially
financed with nonrecourse debt at lease
inception are accounted for as leveraged
leases.  Recorded investment in leases is the
sum of the net contracts receivable and the
estimated residual value, less unearned
income and deferred ITC.  Unearned income and
deferred ITC are amortized to income over the
life of the leases to provide a level rate of
return on net equity invested.

The components of CWL's net investment in
leases as of December 31, 1994 and 1993, are
as follows (thousands of dollars):


<TABLE>
<CAPTION>
                                              1994        1993        
        <S>                                <C>         <C>
        
        Lease contracts receivable         $ 550,620   $ 600,710
        Nonrecourse debt service            (434,542)   (481,988)

           Net contracts receivable          116,078     118,722

        Estimated residual value              86,202      88,047
        Less - Unearned income               (39,391)    (41,395)

           Investment in leveraged leases    162,889     165,374

        Less - Deferred ITC                   (9,557)     (9,756)

           Investment in leases, net       $ 153,332   $ 155,618


</TABLE>


Cash and Cash Equivalents

Highly liquid investments with original
maturities of three months or less are
classified as cash equivalents.

WNP-3 Settlement Exchange Agreement

The Washington Public Power Supply System
Unit 3 (WNP-3) Settlement Exchange Agreement,
which has been excluded from PGE's rate base,
is carried at present value and amortized on
a constant return basis.

Regulatory Assets

PGE defers, or accrues revenue for, certain
costs which would otherwise be charged to
expense, if it is probable that future
rates will permit recovery of such
costs.  These costs are reflected as deferred
charges or accrued revenues in the financial
statements and are amortized over the period
in which revenues are collected.  Trojan
plant and decommissioning costs are currently
covered in customer rates.  Of the remaining
regulatory assets of approximately $500 million,
78% have been treated by the Oregon Public Utility
Commission (PUC) as allowable cost of service
items in PGE's most recent rate processes.  The
remaining amounts, primarily comprised of power
cost deferrals, are subject to regulatory
confirmation in future ratemaking
proceedings.

Hedge Accounting

PGE may use derivative products to hedge
against exposures to interest rate and
commodity price risks.  The objective is to
mitigate risks due to market fluctuations
associated with external financings or the
purchase of natural gas, electricity and
related products.  PGE's hedging programs are
intended to reduce such risks.

Gains and losses from derivatives that reduce
commodity price risks are recognized as fuel
or purchased power expense.  Gains and losses
from derivatives that reduce interest rate
risk of future debt issuances are deferred
and amortized over the life of the related
debt.

Reclassifications

Certain amounts in prior years have been
reclassified for comparative purposes.


                      9
                    
<PAGE> 9

Note 2

Real Estate - Discontinued Operations

Portland General has substantially completed
divestiture of its real estate operations in
Columbia Willamette Development Company
(CWDC).  In June 1994, CWDC sold the largest
remaining property in its real estate
holdings for $16 million.  As a result, the 
real estate reserve was liquidated.

Note 3

Employee Benefits

Pension Plan

Portland General has a non-contributory
pension plan (the Plan) covering
substantially all of its employees.  Benefits
under the Plan are based on years of service,
final average pay and covered compensation. 
Portland General's policy is to contribute
annually to the Plan at least the minimum
required under the Employee Retirement Income
Security Act of 1974 but not more than the
maximum amount deductible for income tax 
purposes.  The Plan's assets are held in a
trust and consist primarily of investments in
common stocks, corporate bonds
and US government issues.

Portland General determines net periodic
pension expense according to the principles
of SFAS No. 87, Employers' Accounting for
Pensions.  Differences between the actual and
expected return on plan assets is included in
net amortization and deferral and is considered
in the determination of future pension expense.


The following table sets forth the Plan's
funded status and amounts recognized in
Portland General's financial statements
(thousands of dollars):


<TABLE>
<CAPTION>
                                                         1994       1993

  <S>                                                  <C>        <C>
  Actuarial present value of benefit
  obligations:
    Accumulated benefit obligation, including
     vested benefits of $142,082 and $151,334          $154,320   $166,301
    Effect of projected future compensation levels       35,134     32,608
    Projected benefit obligation (PBO)                  189,454    198,909
  Plan assets at fair value                             245,225    262,412
  Plan assets in excess of PBO                           55,771     63,503
  Unrecognized net experience gain                      (54,391)   (60,445)
  Unrecognized prior service costs                       12,935     14,147
  Unrecognized net transition asset being               (19,575)   (21,533)
   recognized over 18 years

  Pension - prepaid cost (liability)                   $ (5,260)  $ (4,328)

</TABLE>




<TABLE>
<CAPTION>
                                                        1994       1993      1992
  <S>                                                   <C>       <C>       <C>

  Assumptions:
     Discount rate used to calculate PBO                8.50%     7.25%     8.00%
     Rate of increase in future compensation levels     6.50      5.25      6.00
     Long-term rate of return on assets                 8.50      8.50      8.50

</TABLE>


                                        10 
                                        
<PAGE> 10
                                        
Net pension expense for 1994, 1993 and 1992 included the
following components (thousands of dollars):


<TABLE>
<CAPTION>
                                                        1994       1993       1992

  <S>                                                <C>        <C>         <C>

  Service cost                                       $  6,199   $  6,151    $  6,082
  Interest cost on PBO                                 14,693     14,241      13,792
  Actual return on plan assets                          6,011    (48,231)    (18,272)
  Net amortization and deferral                       (25,971)    29,839       1,496
  Net periodic pension expense                       $    932   $  2,000    $  3,098

</TABLE>


Other Post-Retirement Benefit Plans
Portland General accrues for health, medical
and life insurance costs during the
employees' service years, per SFAS No. 106. 
PGE receives recovery for the annual
provision in customer rates.  Employees are
covered under a Defined Dollar Medical
Benefit Plan which limits Portland General's
obligation by establishing a maximum
contribution per employee.  The accumulated
benefit obligation for postretirement health
and life insurance benefits at December 31,
1994 was $27 million, for which there were
$25 million of assets held in trust.  The
benefit obligation for postretirement health
and life insurance benefits at December 31,
1993 was $31 million.

Portland General also provides senior
officers with additional benefits under an
unfunded Supplemental Executive Retirement
Plan (SERP).  Projected benefit obligations
for the SERP are $15 million and $16 million
at December 31, 1994 and 1993, respectively.

Deferred Compensation

Portland General provides certain employees
with benefits under an unfunded Management
Deferred Compensation Plan (MDCP). 
Obligations for the MDCP are $21 million and
$18 million at December 31, 1994 and 1993,
respectively.

Employee Stock Ownership Plan

Portland General has an Employee Stock
Ownership Plan (ESOP) which is a part of its
401(k) retirement savings plan.  Employee
contributions up to 6% of base pay are
matched by employer contributions in the form
of ESOP common stock.  Shares of common stock
to be used to match contributions of PGE
employees were purchased from a $36 million
loan from PGE to the ESOP trust in late 1990. 
This loan is presented in the common equity
section as unearned compensation.  Cash
contributions from PGE and dividends on
shares held in the trust are used to pay the
debt service on PGE's loan.  As the loan is
retired, an equivalent amount of stock is
allocated to employee accounts.  In 1994,
total contributions to the ESOP of $5 million
combined with dividends on unallocated shares
of $1 million were used to pay debt service
and interest on PGE's loan.  Shares of common
stock used to match contributions by
employees of Portland General and its
subsidiaries are purchased on the open
market.

                      11
                    
<PAGE> 11


Note 4


<TABLE>
<CAPTION>

Income Taxes

The following table shows the detail of taxes on income and the items used in
computing the differences between the statutory federal income tax  rate and
Portland General's effective tax rate.  Note:   The table does not include 
income taxes related to 1994 gains on discontinued real  estate operations 
(thousands of dollars):


                                                 1994        1993         1992  
     <S>                                      <C>          <C>         <C>
     Income Tax Expense:
       Currently payable                      $ 48,905     $  2,989     $ 44,057 
        Deferred income taxes                   26,741       72,889       27,648
        Investment tax credit adjustments       (4,145)      (4,356)      (6,981) 
                                              $ 71,501     $ 71,522     $ 64,724 
                                                        

      Provision Allocated to:
        Operations                            $ 71,878     $ 69,770     $ 67,235
        Other income and deductions               (377)       1,752       (2,511)
                                              $ 71,501     $ 71,522     $ 64,724 
      Effective Tax Rate Computation:
        Computed tax based on 
         statutory federal income
         tax rates applied to
         income before income taxes           $ 57,596     $ 56,224     $ 52,478 

        Increases (Decreases) resulting from:
         Accelerated depreciation                8,283       10,748        9,462
         State and local taxes - net             8,953        3,288       10,117 
         Investment tax credits                 (4,145)      (4,356)      (6,981)
         Excess deferred taxes                    (767)      (3,419)      (1,816)
         USDOE nuclear fuel assessment               -        5,075            - 
         Preferred dividend requirement          3,526        3,935        4,296          
         Other                                  (1,945)          27       (2,832)
                                              $ 71,501     $ 71,522     $ 64,724

         Effective tax rate                      43.5%        44.5%        41.9% 

</TABLE>


                      12
                    
<PAGE> 12


<TABLE>
<CAPTION>

As of December 31, 1994 and 1993, the significant components of the Company's
deferred income tax assets and liabilities were as follows (thousands of dollars):


                                                  1994       1993

 
           <S>                                <C>           <C>
           Deferred Tax Assets
           Plant-in-service                   $  72,012     $ 73,625 
           Deferred gain on sale of assets       47,134       47,718  
           Other                                 51,924       74,334 

                                                171,070      195,677 


           Deferred Tax Liabilities

           Plant-in-service                    (444,546)    (448,559) 
           Energy Efficiency programs           (23,024)     (15,395) 
           Trojan abandonment                   (80,944)     (75,948) 
           WNP-3 exchange contract              (68,698)     (70,542) 
           Replacement power costs              (38,136)     (29,574) 
           Leasing                             (146,468)    (147,101) 
           Other                                (40,829)     (41,451)

                                               (842,645)    (828,570)

           Less current deferred taxes            4,040          842
           Less valuation allowance             (20,135)     (28,197) 

           Total                              $(687,670)   $(660,248)


Portland  General  has  recorded deferred  tax  assets  and liabilities for  all
temporary differences  between the  financial statement  bases and  tax bases  of
assets and liabilities.

Portland General has benefits of capital loss carryforwards that presently cannot
be offset with capital  gains and accordingly has recorded a valuation allowance
totalling  $20.1 million  at  December 31,  1994 to  fully reserve  against these
assets.

The IRS completed its examination of Portland General's tax returns for the years
1985 to  1987 and has issued a statutory  notice of tax deficiency which Portland
General is contesting.  As  part of this audit, the IRS has proposed to disallow
PGE's 1985 WNP-3 abandonment loss  deduction on the premise that it is  a taxable
exchange.  PGE disagrees  with this position and will take appropriate action to
defend its deduction.  Management believes that it has appropriately provided for
probable tax  adjustments and is of the opinion  that the ultimate disposition of
this matter will not have a material adverse impact on the financial condition of
Portland General.

</TABLE>

                                       13 
                                       
<PAGE> 13

Note 5

Trojan Nuclear Plant

Plant Shutdown and Transition Costs - PGE is
the 67.5% owner of Trojan.  In early 1993 PGE
ceased commercial operation of Trojan.  Since
plant closure PGE has committed itself to a
safe and economical transition toward a
decommissioned plant.

Transition costs associated with  operating
and maintaining the spent fuel pool and
securing the plant until dismantlement begins
are estimated at $51 million for the period
1995 through 1998 inclusive.  These costs are
recorded as part of the Trojan
decommissioning reserve and transition costs
on the Company's balance sheet.  Unlike
decommissioning costs which will utilize
funds from PGE's Nuclear Decommissioning
Trust (NDT), transition costs are paid from
current operating funds.

Decommissioning - In January 1995 PGE
submitted a decommissioning plan to the
Nuclear Regulatory Commission (NRC) and
Energy Facility Siting Council of Oregon
(EFSC).  The plan estimates PGE's cost to
decommission Trojan at $351 million
reflected in nominal dollars (actual
dollars expected to be spent in each year). 
The decommissioning estimate represents a
site specific decommissioning cost estimate
performed for Trojan by an experienced
decommissioning engineering firm.  This cost
estimate assumes that the majority of
decommissioning activities will occur between
1997 and 2001, beginning with the removal of
certain large plant components while
construction of a temporary dry spent fuel
storage facility is taking place.  The plan
anticipates final site restoration activities
will begin in 2018 after PGE completes
shipment of spent fuel to a United States
Department of Energy (USDOE) facility (see
the Nuclear Fuel Disposal discussion below).

As noted above, the decommissioning plan
reflects PGE's current efforts to remove some
of Trojan's large components which is
expected to result in overall decommissioning
cost savings.  Since the Trojan large
component removal project (LCRP) will be
completed prior to NRC and EFSC approval of
PGE's formal decommissioning plan, specific
approval of the LCRP was obtained from EFSC
in November 1994.  

Decommissioning activities reflected in the
cost estimate include the cost of

decommissioning planning, removal and
disposal of radioactively contaminated
equipment and facilities as required by the
NRC; building demolition; nonradiological site 
remediation; and extended fuel management costs 
including licensing and surveillance through the 
year 2018.

The Trojan decommissioning plan filed with
the NRC was the culmination of a two-year
process undertaken by PGE to evaluate the
most economical way to safely decommission
Trojan in a regulated environment.  Both the
1994 update and the 1993 site specific cost
estimates are reflected in the financial
statements in nominal dollars (actual dollars
expected to be spent in each year).  The $17
million difference between the 1993 $334
million estimate and the 1994 $351 million
estimate, stated in nominal dollars, is due
to refinement of the timing and scope of
certain dismantlement activities.  Stated in
1994 dollars the current estimate of $234
million is not significantly changed from the
previous estimate of $230 million.

Following is a reconciliation of the
decommissioning cost estimate from December
31, 1992 to December 31, 1994 (thousands of dollars):


<TABLE>

    <S>                                <C>
    Decommissioning estimate -
     12/31/92                          $281,779    
    Adjustments:
    Site specific cost estimate -
     12/31/93                            52,431
    Rate case testimony filed with
    PUC - 9/30/94                        16,556
    NRC decommissioning plan filed -
     12/31/94                               528
                                        351,294
    Decommissioning expenditures
     through 12/31/94                    (4,986)
    Decommissioning liability -
     12/31/94                          $346,308

    Decommissioning liability          $346,308
    Transition costs                     50,565
    Trojan decommissioning liability
     and transition costs              $396,873

</TABLE>



PGE expects any future changes in estimated
decommissioning costs to be incorporated in
future revenues to be collected from
customers.  PGE collects revenues from customers 
for decommissioning costs and deposits them into an 

                       14 
                     
<PAGE> 14

external trust fund.
Earnings on the trust fund will be used to adjust
the amount of decommissioning costs to
be collected from customers.

Trojan decommissioning trust assets are
invested primarily in investment grade tax-
exempt bonds which are available for sale.
Year-end balances are valued at market which
approximates cost.  For the year ended December
31, 1994 and 1993 the trust reflected the following
activity (thousands of dollars):


<TABLE>
<CAPTION>
                                 1994       1993
<S>                              <C>        <C>

Beginning Balance                $48,861    $32,945

Activity
Contributions                     11,220     11,220
Gain (loss)                       (1,596)     4,696
Disbursements                          -          -

Ending Balance                   $58,485    $48,861

</TABLE>


Investment Recovery - PGE filed a general
rate case on November 8, 1993 which addresses
recovery of Trojan plant costs, including
decommissioning.  In late February 1993 the
PUC granted PGE accounting authorization to
continue using previously approved
depreciation and decommissioning rates and
lives for its Trojan investment.

PGE made the decision to permanently cease
commercial operation of Trojan as part of its
least cost planning process.  Management
determined that continued operation of Trojan
was not cost effective.  Least cost analysis
assumed that recovery of the Trojan plant
investment, including future decommissioning
costs, would be granted by the PUC. 
Regarding the authority of the PUC to grant
recovery, the Oregon Department of Justice
(Attorney General) issued an opinion that the
PUC may allow rate recovery of total plant
costs, including operating expenses, taxes,
decommissioning costs, return of capital
invested in the plant and return on the
undepreciated investment.  While the Attorney
General's opinion does not guarantee recovery
of costs associated with the shutdown, it
does clarify that under current law the PUC
has authority to allow recovery of such costs
in rates.

PGE asked the PUC to resolve certain legal
and policy questions regarding the statutory
framework for future ratemaking proceedings
related to the recovery of the Trojan
investment and decommissioning costs.  On
August 9, 1993, the PUC issued a declaratory
ruling agreeing with the Attorney General's
opinion discussed above.  The ruling also
stated that the PUC will favorably consider
allowing PGE to recover in rates some or all
of its return on and return of its
undepreciated investment in Trojan, including
decommissioning costs, if PGE meets certain
conditions.  PGE believes that its general
rate filing provides evidence that satisfies
the conditions established by the PUC.

Management believes that the PUC will grant
future revenues to cover all, or
substantially all, of Trojan plant costs with
an appropriate return.  However, recovery of
the Trojan plant investment and
decommissioning costs requires PUC approval
in a public regulatory process.  Although the
PUC has allowed PGE to continue, on an
interim basis, collection of these costs in
the same manner as prescribed in its last
general rate proceeding, the PUC has not
previously addressed recovery of costs
related to a prematurely retired plant when
the decision to close the plant was based
upon a least cost planning process.  While
the PUC Staff has recommended recovery of
85.9% of the Trojan investment and full
recovery of decommissioning costs, the
ultimate decision will be made by the PUC. 
If the PUC staff's recommendation on Trojan
were the ultimate outcome of the regulatory process,
PGE estimates that it could record a loss of
up to approximately $39 million.  Due to uncertainties
inherent in a public process, management cannot predict, with
certainty, whether the PUC will allow
recovery of all, or substantially all, of the
$342 million Trojan plant investment and $339
million of decommissioning costs.  
Management believes the ultimate
outcome of this public regulatory process
will not have a material adverse effect on
the financial condition, liquidity or capital
resources of Portland General.  However, it
may have a material impact on the results of
operations for a future reporting period. 

Portland General's independent accountants
are satisfied that management's assessment
regarding the ultimate outcome of the
regulatory process is reasonable.  Due to the
inherent uncertainties in the regulatory
process discussed above, the magnitude of the
amounts involved and the possible impact on
the results of operations for a future
reporting period, the independent accountants
have added a paragraph to their audit report
to give emphasis to this matter.

Nuclear Fuel Disposal and Clean up of Federal
Plants - PGE contracted with the USDOE for
permanent disposal of its spent nuclear fuel
in USDOE facilities at a cost of .1 cent per net
kilowatt-hour sold at Trojan which PGE pre-
paid during the period of Trojan's
operations.  Significant  

                      15
                    
<PAGE> 15

delays are expected
in the USDOE acceptance schedule of spent
nuclear fuel from domestic utilities.  The
federal repository which was originally
scheduled to begin operations in 1998 is now
estimated to commence no earlier than 2010. 
Based on this projection, PGE anticipates the
possibility of difficulties in disposing of
its high-level radioactive waste by 2018. 
However, on-site storage capacity is able to
accommodate fuel until the federal facilities
are available.  

The Energy Policy Act of 1992 provided for
the creation of a Decontamination and
Decommissioning Fund (DDF) to provide for the
clean up of the USDOE gas diffusion plants. 
The DDF is to be funded by domestic nuclear
utilities and the Federal Government.  The
legislation provided that each utility pays
based on the ratio of the amount of
enrichment services the utility purchased to

the total amount of enrichment services
purchased by all domestic utilities prior to
the enactment of the legislation.  Based on
Trojan's 1.1% usage of total industry
enrichment services, PGE's portion of the
funding requirement is approximately $17.3
million.  Amounts are funded over 15 years
beginning with the USDOE's fiscal year 1993. 
Since enactment PGE has made the first three
of the 15 annual payments with the first
annual payment made in September 1993.

Nuclear Insurance - The Price-Anderson
Amendment of 1988 limits public liability
claims that could arise from a nuclear
incident to a maximum of $9.0 billion per
incident.  PGE has purchased the maximum
primary insurance coverage currently
available of $200 million.  The remaining
$8.8 billion is covered by secondary
financial protection required by the NRC. 
This secondary coverage provides for loss
sharing among all owners of nuclear reactor licenses.

In the event of an incident at any nuclear
plant in which the amount of the loss exceeds
$200 million, PGE could be assessed
retrospective premiums of up to $53.5 million
per incident, limited to a maximum of $6.75
million per incident in any one year under
the secondary financial protection coverage.  


Based upon Trojan's permanently defueled
condition and following the NRC and other
regulators' approval, PGE and co-owners carry
property insurance coverage on the Trojan
plant in the amount of $155 million and self-
insure for on-site decontamination.   

                      16
                    
<PAGE> 16

Note 6


<TABLE>
<CAPTION>
Common and Preferred Stock

                                                             Cumulative Preferred
                                   Common Stock                  of Subsidiary          Other 
                              Number       $3.75 Par    Number    $100 Par     $25 Par      No-Par    Paid-in    Unearned
                            of Shares        Value    of Shares    Value        Value       Value     Capital  Compensation*
(Thousands of Dollars
 except share amount)
<S>                         <C>            <C>        <C>         <C>          <C>         <C>       <C>          <C>
    
December 31, 1991           46,525,163     $174,469    2,269,040  $ 126,904    $ 25,000          -   $502,559     $(30,070)
Sales of stock                 574,538        2,155      300,000          -           -    $30,000      7,293            -
Redemption of stock                  -            -   (1,036,000)    (3,600)    (25,000)         -        871            -
Repayment of ESOP loan
 and other                           -            -            -          -           -          -       (921)       6,592

December 31, 1992           47,099,701      176,624    1,533,040    123,304           -     30,000    509,802      (23,478)
Sales of stock                 534,952        2,006            -          -           -          -      8,802            -
Redemption of stock                  -            -      (36,000)    (3,600)          -          -      2,130            -
Repayment of ESOP loan
 and other                           -            -            -          -           -          -     (1,676)       4,327

December 31, 1993           47,634,653      178,630    1,497,040    119,704           -     30,000    519,058      (19,151)
Sales of stock               2,864,839       10,743            -          -           -          -     40,390            - 
Redemption of stock             (4,000)         (15)    (200,000)   (20,000)                     -      2,055            -   
 Repayment of ESOP loan
 and other                           -            -            -          -           -          -      2,412        5,515
December 31, 1994           50,495,492     $189,358    1,297,040   $ 99,704     $     -    $30,000   $563,915     $(13,636)


<FN>
* See the  discussion of stock compensation  plans below and Note 3, Employee Benefits for  a discussion of the ESOP.
</FN>
</TABLE>


Common Stock
As of December 31, 1994, Portland General had
reserved 2,872,476 authorized but unissued
common shares for issuance under its dividend
reinvestment plan.  In addition, new shares
of common stock are issued under an employee
stock purchase plan.  

Cumulative Preferred Stock of Subsidiary
No dividends may be paid on common stock or
any class of stock over which the preferred
stock has priority unless all amounts
required to be paid for dividends and sinking
fund payments have been paid or set aside,
respectively.

The 7.75% Series preferred stock has an
annual sinking fund requirement which
requires the
redemption of 15,000 shares at $100 per share
beginning in 2002. At its option, PGE may 
redeem, through the sinking fund, an
additional 15,000 shares each year.  All
remaining shares shall be mandatorily
redeemed by sinking fund in 2007. This Series
is only redeemable by operation of the
sinking fund.

The 8.10% Series preferred stock has an
annual sinking fund requirement which
requires the redemption of 100,000 shares at
$100 per share which began in 1994.  At its
option, PGE may redeem, through the sinking
fund, an additional 100,000 shares each year. 
This Series is redeemable at the option of
PGE at $102 per share to April 14, 1995 and
at reduced amounts thereafter.

Common Dividend Restriction of Subsidiary
PGE is restricted from paying dividends or
making other distributions to Portland
General, without prior PUC approval, to the
extent such payment or distribution would
reduce PGE's common stock equity capital
below 36% of its total capitalization.  At
December 31, 1994, PGE's common stock equity
capital was 47% of its total capitalization.

Stock Compensation Plans
Portland General has a plan under which 2.3
million shares of Portland General common
stock are available for stock-based
incentives.  Upon termination, expiration or
lapse of certain types of awards, any shares
remaining subject to the award are again
available for grant under the plan.  As of
December 31, 1994, stock options for 835,300 
shares of common stock were outstanding. 
Options for 15,000 shares are currently
exercisable: 2,500 at $17.375 per share;
7,500 at $14.75 per share and 5,000 shares at
$17.125 per share.  The options for the
remaining 820,300 shares are exercisable
beginning in 1995 through 1999 at prices
ranging from $13 to $22.25 per share. During 
1994, Portland General issued 60,882
restricted common shares for officers and
selected employees of both Portland General
and PGE.  As of December 31, 1994, 120,882
restricted common shares under the plan were
outstanding for officers and employees.

                      17
                    
<PAGE> 17

Note 7

Short-Term Borrowings 

At December 31, 1994, Portland General had 
total committed lines of credit of 
$215 million.  Portland General has a 
$15 million committed facility expiring in 
July 1995.  PGE has committed facilities of 
$120 million expiring in July 1997 and $80 
million expiring in July 1995. These lines of 
credit have annual fees ranging from 0.125% 
to 0.15% and do not require compensating cash 
balances.  The facilities are used primarily 
as backup for both commercial paper and 
borrowings from commercial banks under 
uncommitted lines of credit.  At December 31, 
1994, there were no outstanding borrowings 
under the committed facilities. 

PGE has a $200 million commercial paper 
facility. Unused committed lines of credit 
must be at least equal to the amount of PGE's 
commercial paper outstanding.  

Commercial paper and lines of credit 
borrowings are at rates reflecting current 
market conditions and, generally, are 
substantially below the prime commercial 
rate. 

Short-term borrowings and related interest 
rates were as follows (thousands of dollars): 



<TABLE>
<CAPTION>
                                                    1994        1993         1992

     As of year end:
     <S>                                          <C>         <C>          <C>

       Aggregate short-term debt outstanding
        Bank loans                                       -           -     $ 10,002
        Commercial paper                          $148,598    $159,414      130,676
             
       Weighted average interest rate
        Bank loans                                       -           -         4.4%
        Commercial paper                              6.2%        3.5%         4.1

       Unused committed lines of credit           $215,000    $240,000     $180,000

     For the year ended:

       Average daily amounts of short-term
       debt outstanding
        Bank loans                                $  1,273    $ 10,949     $  7,671
        Commercial paper                           138,718     123,032       89,077 
       Weighted daily average interest rate
        Bank loans                                    4.3%        3.6%         5.0%
        Commercial paper                              4.5         3.5          4.2
       Maximum amount outstanding
        during the year                           $174,082    $171,208     $144,056



<FN>
Interest rates exclude the effect of commitment fees, facility fees and other financing fees.
</FN>
</TABLE>


                      18
                    
<PAGE> 18
                    
Note 8


<TABLE>
<CAPTION>

Long-Term Debt

The  Indenture  securing  PGE's First  Mortgage  Bonds constitutes  a direct  first
mortgage  lien  on substantially  all utility  property  and franchises,  other than
expressly excepted property.

The following principal amounts of long-term debt become due for redemption through
sinking funds and maturities (thousands of dollars):


                             1995       1996       1997      1998       1999
    <S>                   <C>         <C>        <C>        <C>       <C>

    Sinking Funds         $  1,138    $   988    $   688    $   688   $   688

    Maturities:
      PGC (Parent only)          -    $30,000          -          -         -
      PGE                  $71,356     17,528    $86,385    $64,745   $44,000
                           $71,356    $47,528    $86,385    $64,745   $44,000

The sinking funds include $988,000 a year for 1995 and 1996 and $688,000 for 1997
through 1999, which, in accordance with the terms of the Indenture, PGE may satisfy
by pledging  available property  additions equal  to 166-2/3%  of the sinking  fund
requirements.

</TABLE>


Interest Rate Swap Agreements

In November 1994, PGE entered into two 10
year forward interest rate swap agreements,
each with a notional amount
of $25 million.  The agreements are used to
hedge against interest rate movements on long-term
debt which PGE anticipates issuing in mid-
1995.  PGE is committed to terminate the agreements
on or before May 15, 1995.

PGE is exposed to credit risks in the event
of nonperformance by the counterparties to
these interest rate swap agreements.  PGE
anticipates that the counterparties will be
able to fully satisfy their obligations.

Note 9

Commitments

Natural Gas Agreements
PGE has two long-term agreements for
transmission of natural gas
from domestic and Canadian sources to PGE's
existing and proposed natural gas-fired
generating facilities.  One agreement
provides PGE firm pipeline capacity beginning
June, 1993 and increased pipeline capacity in
November 1995.  The second agreement 
will give PGE capacity on a
second interstate gas pipeline.  Under the
terms of these two agreements, PGE is
committed to paying capacity charges of
approximately $5 million during 1995,
$14 million annually in 1996 through 1999,
and $140 million over the remaining years of
the contract which expires in 2015. Under
these agreements PGE has the right to assign
unused capacity to other parties.  In
addition, PGE will make a capital
contribution for pipeline construction of
approximately $3 million in 1995.

For the period of October 1994 through
February 1995, PGE hedged an average of
38,000 MMBtus per day of physical gas
purchases which represented approximately 40% of
gas usage for the period.  The effect of these agreements
was to fix the prices of gas.

Railroad Service Agreement

In October 1993, PGE entered into a railroad
service agreement to deliver coal from
Wyoming to the Boardman Coal Plant (Boardman)
and is required to contribute $7 million over
the 5 years remaining in the contract.

Purchase Commitments

Other purchase commitments outstanding
(principally construction at PGE) totaled
approximately $69 million at December 31,
1994.  
Cancellation of these purchase
agreements could result in cancellation
charges.

                      19 
                    
<PAGE> 19


Purchased Power

PGE has long-term power purchase contracts
with certain public utility districts in the
state of Washington and with the City of
Portland, Oregon.  PGE is required to pay its
proportionate share of the operating and debt
service costs of the hydro projects whether
or not they are operable.  


Selected information is summarized as follows (thousands of dollars):


<TABLE>
<CAPTION>
                                           Rocky     Priest                     Portland
                                           Reach     Rapids  Wanapum    Wells     Hydro
       <S>                                <C>       <C>      <C>       <C>       <C> 
       Revenue bonds outstanding at       
        December 31, 1994                 $218,246  $131,163 $186,425  $195,320  $ 39,190
       PGE's current share of output,      
        capacity, and cost
        Percentage of output                 12.0%     13.9%    18.7%     22.7%      100%        
        Net capability in megawatts            155       127      194       191        36
        Annual cost, including debt
         service
         1994                               $4,500    $3,400   $4,800    $6,600    $4,600
         1993                                4,000     3,800    5,400     5,500     4,800
         1992                                3,900     3,100    4,400     4,800     4,400

       Contract expiration date               2011      2005     2009      2018      2017

</TABLE>


PGE's share of debt service costs, excluding
interest, will be approximately $6 million
for 1995 and 1996, $7 million for 1997, and
$6 million for 1998 and 1999.  The minimum
payments through the remainder of the
contracts are estimated to total $97 million.

PGE has entered into long-term contracts to
purchase power from other utilities in the
west.  These contracts will require fixed
payments of up to $67 million in 1995, $32
million in 1996, and $22 million in 1997. 
After that date, capacity contract charges
will be up to $25 million annually until
2001.  From 2001 until 2016 capacity charges
total $19 million annually.

Leases

PGE has operating and capital leasing
arrangements for its headquarters complex,
combustion turbines and the coal-handling
facilities and certain railroad cars for
Boardman.  PGE's aggregate rental payments
charged to expense amounted to $22 million in
1994 and 1993, and $20 million in 1992.  PGE
has capitalized its combustion turbine
leases.  However, these leases are considered
operating leases for ratemaking purposes.

                      20                    
                      
<PAGE> 20


<TABLE>
<CAPTION>
As  of December 31,  1994, the  future minimum  lease payments under non-cancelable
leases  are as follows (thousands of dollars):


      Year Ending                            Operating Leases
      December 31       Capital Leases    (Net of Sublease Rentals)     Total  
      <S>               <C>               <C>                        <C>

          1995             $ 3,016                $ 18,224           $21,240
          1996               3,016                  18,331            21,347
          1997               3,016                  18,821            21,837
          1998               3,016                  18,618            21,634
          1999               1,388                  19,604            20,992
       Remainder                 -                 167,015           167,015
         Total              13,452                $260,613          $274,065
       Imputed Interest     (1,929)
       Present Value of
       Minimum Future
       Net Lease Payments  $11,523 

</TABLE>


Included in the future minimum operating lease payments schedule above is
approximately $135 million for PGE's headquarters complex.

Note 10

WNP-3 Settlement Exchange Agreement

PGE is selling energy received under a WNP-3 
Settlement Exchange Agreement (WSA) to the 
Western Area Power Administration (WAPA) for 
25 years, which began October 1990.  Revenues 
from the WAPA sales contract are expected to 
be sufficient to support the carrying value 
of PGE's investment. 

The energy received by PGE under WSA is the 
result of a settlement related to litigation  
surrounding the abandonment of WNP-3.  PGE 
receives about 65 average annual megawatts 
for approximately 30 years from BPA under the 
WSA. In exchange PGE will make available to 
BPA energy from its combustion turbines or 
from other available resources at an agreed- 
to price. 



Note 11

Jointly-Owned Plant

At December 31, 1994, PGE had the following investments in
jointly-owned 
generating plants (thousands of dollars):


<TABLE>
<CAPTION>
                                            MW        PGE %      Plant      Accumulated
   Facility         Location      Fuel   Capacity   Interest   In Service   Depreciation
   <S>            <C>             <C>    <C>        <C>       <C>          <C>

   Boardman       Boardman, OR    Coal      508       65.0     $364,947      $164,199
   Colstrip 3&4   Colstrip, MT    Coal    1,440       20.0      447,053       174,075
   Centralia      Centralia, WA   Coal    1,310        2.5       9,588         5,435

The dollar amounts  in the table above  represent PGE's share of each jointly-owned
plant.   Each  participant in  the  above generating  plants  has provided  its  own
financing.  PGE's share of  the direct expenses of these  plants is included in  the
corresponding operating expenses on Portland General's and PGE's consolidated income
statements. 

</TABLE>

                                           21 
                                           
<PAGE> 21

Note 12

Regulatory Matters

Public Utility Commission of Oregon
PGE had sought judicial review of three rate matters
related to a 1987 general rate case.  In July
1990 PGE reached an out-of-court settlement
with the PUC on two of the three rate matter issues
being litigated.  The settlement resolved the
dispute with the PUC regarding treatment of
accelerated amortization of certain
investment tax credits and 1986-1987
interim relief.

The settlement, however, did not resolve the
issue related to the gain on PGE's sale of a
portion of Boardman and the Intertie.  PGE's
position is that 28% of the gain should be
allocated to customers.  The 1987 rate order
allocated 77% of the gain to customers over a
27-year period.  In accordance with the
1987 rate order, the unamortized gain, $119
million at December 31, 1994, is being
distributed as a reduction of customer
revenue requirements .

On January 23, 1995 the Marion County Circuit
Court affirmed the PUC's decision in the 1987
rate order discussed above.  PGE has sixty
days from the date of the decision to appeal.


Note 13

Legal Matters

WNP Cost Sharing 
PGE and three other investor-owned utilities
(IOUs) are involved in litigation surrounding
the proper allocation of shared costs between
Washington Public Power Supply System (Supply
System) Units 1 and 3 and Units 4 and 5.  A
court ruling, issued in May 1989, stated that
Bond Resolution No. 890, adopted by the
Supply System, controlled disbursement of
proceeds from bonds issued for the
construction of Unit 5, including the method
for allocation of shared costs.  It is the
IOUs' contention that at the time the project
commenced there was agreement among the
parties as to the allocation of shared costs
and that this agreement and the Bond
Resolution are consistent, such that the
allocation under the agreement is not
prohibited by the Bond Resolution.  

In February 1992, the Court of Appeals ruled
that shared costs between Units 3 and 5
should be allocated in proportion to benefits
under the equitable method supported by PGE
and the IOUs.  A trial remains necessary to
assure that the allocations are properly
performed.

PGE has agreed to a tentative settlement in
the case which would result in a $1 million
payment by the Company.  Any final settlement will require
court approval.

Bonneville Pacific Class Action and Lawsuit
A complaint was originally filed on August 31, 1992 as
the consolidation of various class actions filed on
behalf of certain purchasers of Bonneville Pacific
Corporation common shares and subordinated debentures.
In April 1994 the Court dismissed certain of the plaintiffs'
claims and thereafter plaintiffs filed a second amended
consolidated class action complaint.  The defendants in
the action are certain Bonneville Pacific Corporation insiders
and other individuals associated with Bonneville Pacific,
Portland
General Corporation (Portland General), Portland General
Holdings,
Inc. (Holdings), certain Portland General individuals, Deloitte &
Touche (Bonneville's independent auditors) and one of its
partners, 
Mayer, Brown & Platt, a law firm used by Bonneville, and two
partners of that firm, three underwriters of a Bonnevilleoffering
of convertible subordinated debentures (Kidder, Peabody & Co.,
Piper Jaffray & Hopwood Incorporated, and Hanifen, Imhoff Inc.),
and Norwest Bank, Minnesota, N.A., indenture trustee on a
Bonneville Pacific's offering of convertible subordinated
debentures.  The amount of damages sought is not specified.

The claims asserted against Portland General, Holdings, and the
Portland General individuals allege violations of federal and
Utah
state securities laws and of Racketeer Influenced and Corrupt
Organizations Act (RICO).

Further motions to dismiss have been filed in response to the
amended
complaint, however hearing on the motions of Portland General,
Holdings,
and the Portland General individuals has been deferred pending
ongoing
settlement discussions between those parties and the plaintiffs.

A separate legal action was filed on April 24, 1992 by Bonneville
Pacific
Corporation against Portland General, Holdings, and certain
individuals affiliated with Portland General or Holdings alleging
breach of fiduciary duty, tortious 

                      22 
                    
<PAGE> 22

interference, breach of contract, and other
actionable wrongs
related to Holdings' investment in Bonneville Pacific.  On August
2, 1993
an amended complaint was filed by the Bonneville Pacific
bankruptcy trustee
against Portland General or Holdings and over 50 other defendants
unrelated to Portland General or Holdings.  This complaint and
another
subsequent amended version were dismissed by the Court in whole
or inpart.  The Trustee has currently on file his Fifth Amended
Complaint.
The complaint includes allegations of RICO violations and RICO
conspiracy, 
collusive tort, civil conspiracy, common law fraud, negligent
misrepresentation, breach of fiduciary duty, liability as a
partner 
for the debts of a partnership, and other actionable wrongs.  
Although the amount of damages sought is not specified in the 
Complaint, the Trustee has filed a damage disclosure
calculation which purports to compute damages in amounts ranging
from
$340 million to $1 billion - subject to possible increase based
on various
factors.  The Portland General parties have again filed motions
to dismiss.
Arguments were heard in December, 1994, and the motions are
awaiting 
decision by the Court.

Other Legal Matters
Portland General and certain of its
subsidiaries are party to various other
claims, legal actions and complaints arising
in the ordinary course of business.  These
claims are not considered material.

Summary
While the ultimate disposition of these
matters may have an impact on the results of
operations for a future reporting period,
management believes, based on discussion of
the underlying facts and circumstances with
legal counsel, that these matters will not
have a material adverse effect on the
financial condition of Portland General.

Other Bonneville Pacific Related Litigation
Holdings filed complaints seeking
approximately $228 million in damages in the
Third Judicial District Court for Salt Lake
County (Utah) against Deloitte & Touche and
certain other parties associated with
Bonneville Pacific alleging that it relied on
fraudulent and negligent statements and
omissions by Deloitte & Touche and the other
defendants when it acquired a 46% interest in
and made loans to Bonneville Pacific starting
in September 1990.


Note 14

Fair Value of Financial Instruments
The following methods and assumptions were
used to estimate the fair value of each class
of financial instruments for which it is
practicable to estimate that value:

Cash and cash equivalents

The carrying amount of cash and cash
equivalents approximates fair value because
of the short maturity of those instruments.

Other investments

Other investments approximate market value.

Redeemable preferred stock

The fair value of redeemable preferred stock
is based on quoted market prices.

Long-term debt

The fair value of long-term debt is estimated
based on the quoted market prices for the
same or similar issues or on the current
rates offered to Portland General for debt of
similar remaining maturities.

Interest Rate/Natural Gas Hedging
The fair value of interest rate and natural
gas derivatives is the estimated amount that
the Company would receive or
pay to terminate the agreements at the
reporting date, taking into account current
market rates.  At year-end 1994 this amount
was not material.


                      23
                    
<PAGE> 23

The estimated fair values of financial
instruments are as follows (thousands of
dollars):


<TABLE>
<CAPTION>
                                           1994                  1993
                                  Carrying      Fair      Carrying     Fair
                                   Amount       Value      Amount      Value
   <S>                            <C>         <C>         <C>        <C>

   Preferred stock subject to     
     mandatory redemption         $ 60,000    $ 60,000    $ 80,000   $ 84,815

   Long-term debt
     PGC (Parent only)            $ 30,000    $ 29,887    $ 50,000   $ 53,363
     PGE                           866,114     824,211     820,814    848,696
                                  $896,114    $854,098    $870,814   $902,059


</TABLE>



Note 15

Subsequent Event

On March 29, 1995 the PUC issued an order on PGE's November 8,
1993 general rate request.  The order authorized PGE to recover
all of the estimated Trojan decommissioning costs and 87% of its
remaining investment in Trojan.  Amounts will be collected over
Trojan's original license period ending in 2011. The disallowed
portion of the Trojan investment is comprised of $17.1 million of
post-1991 capital expenditures, primarily related to steam
generator repair activities and $20.4 million of general Trojan
investment.  As a result of this disallowance, PGE has recorded
an after tax charge to income of $36.7 million in the first
quarter of 1995.

The PUC's rate order, as well as their authority to grant
recovery of the Trojan investment under Oregon law, are being
challenged in state courts.  Management believes that the
authorized recovery of the Trojan investment and decommissioning
costs will be upheld and that these legal challenges will not
have a material adverse impact on the results of operations
or financial condition of the Company for any future reporting
period.

                      24
                    
<PAGE> 24


<TABLE>
<CAPTION>
                          QUARTERLY COMPARISON FOR 1994 AND 1993 (Unaudited)

Portland General Corporation

                                    March 31      June 30     September 30    December 31
                                       (Thousands of Dollars except per share amounts)  
   <S>                              <C>          <C>          <C>             <C>
   1994
   Operating revenues                 $278,014     $202,110     $214,180        $265,105 
   Net operating income                 57,116       31,012       28,667          37,501 
   Net income                           39,165       23,965       11,887          24,513 
   Common stock
   Average shares outstanding       48,670,211   50,145,565   50,285,669      50,461,348 
   Earnings per average share 1           $.80         $.48         $.24            $.49 


   1993
   Operating revenues                 $276,832     $192,146     $209,250        $268,601 
   Net operating income                 55,187       31,174       23,816          48,004    
   Net income                           36,556       13,328        6,349          32,885 
   Common stock
   Average shares outstanding       47,243,743   47,354,072   47,458,575      47,564,862 
   Earnings per average share 1           $.77         $.28         $.13            $.69 


<FN>                                             
   1 As a  result of  dilutive effects  of shares issued  during the  period, quarterly
     earnings per share cannot be  added to arrive at annual earnings per share. 
</FN>
</TABLE>




   Portland General Electric Company


<TABLE>
<CAPTION>
                                    March 31      June 30    September 30    December 31
                                       (Thousands of Dollars except per share amounts)  
   <S>                              <C>          <C>         <C>             <C>

   1994
   Operating revenues               $277,672     $201,773     $213,897       $265,613  
   Net operating income               54,751       28,727       27,484         42,246  
   Net income                         41,187       18,540       14,807         31,584  
   Income available for
    common stock                      38,199       15,894       12,224         29,001  

   1993
   Operating revenues               $276,304     $191,632     $208,534       $268,061 
   Net operating income               51,369       30,385       27,656         44,790 
   Net income                         37,382       16,704       14,302         31,356 
   Income available for
    common stock                      34,314       13,703       11,314         28,367 

</TABLE>


                      25 
                    
<PAGE> 25
 

                                      Signatures




Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned hereunto duly authorized.







                                Portland General Corporation
                                Portland General Electric Company





May 12, 1995                By          /s/  Joseph M. Hirko      
                    
                                        Joseph M. Hirko 
                                        Vice President Finance,
                                        Chief Financial Officer,
                                        Chief Accounting Officer
                                           and Treasurer




                                                   26 
                                                 
<PAGE> 26

                                                APPENDIX


                                 PORTLAND GENERAL ELECTRIC COMPANY       
                                        TABLE OF CONTENTS



             PART II


                                                                  Page

               Item 8. Financial Statements and Notes  . . . . ..   29


                                                   27 
                                                 
<PAGE> 27


<TABLE>
<CAPTION>
                    Management's Statement of Responsibility
<S>                                                          <C>

PGE's  management  is responsible  for the  preparation and presentation  of the
consolidated financial statements in this report.  Management is also responsible
for  the  integrity  and  objectivity  of  the statements.   Generally  accepted
accounting  principles have been used  to prepare the statements, and in certain
cases  informed estimates have been  used that are based on  the best judgment of
management.

Management has  established,  and  maintains, a  system  of internal accounting
controls.  The controls provide reasonable assurance that assets are safeguarded,
transactions receive  appropriate  authorization,  and  financial records  are
reliable.  Accounting controls are supported by written policies and procedures,
an  operations  planning  and  budget  process  designed to achieve   corporate
objectives, and internal audits of operating activities.

PGE's Board of Directors includes an Audit Committee composed entirely of outside
directors.    It  reviews  with  management,  internal  auditors and  independent
auditors, the adequacy of internal controls, financial reporting, and other audit
matters.

Arthur Andersen LLP  is PGE's independent  public accountant.  As a part of  its
annual audit, selected internal accounting controls  are reviewed in order to
determine  the nature, timing and extent of audit tests  to be performed.  All of
the corporation's financial records and related data are made available to Arthur
Andersen  LLP  Management has also  endeavored to ensure that all representations
to Arthur Andersen LLP were valid and appropriate.

Joseph M. Hirko
Vice President Finance,
Chief Financial Officer,
Chief Accounting Officer
and Treasurer


                    Report of Independent Public Accountants

To the Board of Directors and Shareholder of
    Portland General Electric Company:

We have audited the accompanying consolidated balance sheets and statements  of
capitalization  of  Portland General  Electric  Company  and subsidiaries  as  of
December 31, 1994  and 1993, and  the related consolidated statements  of income,
retained earnings and cash flows for each of  the three years in the period ended
December 31, 1994.   These  financial statements  are the  responsibility of  the
Company's  management.   Our responsibility  is  to express  an opinion  on these
financial statements based on our audits.  

We conducted our audits in accordance with generally accepted auditing standards.
Those standards require that we plan  and perform the audit to obtain  reasonable
assurance  about  whether   the  financial  statements   are free  of   material
misstatement.  An audit includes  examining, on a test basis, evidence supporting
the amounts and  disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used  and significant estimates  made  by
management, as well as evaluating  the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all
material  respects, the financial  position of Portland  General Electric Company
and  subsidiaries as  of December 31,  1994 and  1993, and  the results  of their
operations and their cash  flows for each of the three  years in the period ended
December 31, 1994 in conformity with generally accepted accounting principles.

                                                             Arthur Andersen LLP

Portland, Oregon,
February 7, 1995 (except with respect to the matter discussed inNote 15A, as to which the date is March 29, 1995)


</TABLE>


                                                   28 
                                                 
<PAGE> 28


Item 8.     Financial Statements and Supplementary Data


<TABLE>
<CAPTION>
        Portland General Electric Company and Subsidiaries
             Consolidated Statements of Income


For the Years Ended December 31                      1994      1993        1992  
                                                       (Thousands of Dollars)           
<S>                                               <C>        <C>         <C>

Operating Revenues                                $958,955   $944,531    $880,098 
Operating Expenses
 Purchased power and fuel                          347,125    311,713     222,127 
 Production and distribution                        61,891     73,576      93,677 
 Maintenance and repairs                            47,389     55,320      70,476 
 Administrative and other                           97,987     98,408     107,657 
 Depreciation, decommissioning and amortization    124,003    121,898      98,039
 Taxes other than income taxes                      52,038     55,676      54,945 
 Income taxes                                       75,314     73,740      73,140 
                                                   805,747    790,331     720,061 
Net Operating Income                               153,208    154,200     160,037 

Other Income (Deductions)
 Allowance for equity funds used
  during construction                                  271          -         311 
 Other                                              15,500     11,771       7,717 
 Income taxes                                          377     (1,752)      2,511
                                                    16,148     10,019      10,539

Interest Charges
 Interest on long-term debt and other               61,493     61,817      64,718 
 Interest on short-term borrowings                   5,788      3,443       2,754
  Allowance for borrowed funds used  
   during construction                              (4,043)      (785)     (2,458)
                                                    63,238     64,475      65,014 
Net Income                                         106,118     99,744     105,562 
Preferred Dividend Requirement                      10,800     12,046      12,636 
Net Income Available for Common Stock             $ 95,318   $ 87,698    $ 92,926 

</TABLE>



<TABLE>
<CAPTION>
                 Portland General Electric Company and Subsidiaries
                      Consolidated Statements of Retained Earnings 


For the Years Ended December 31                      1994      1993        1992  
                                                       (Thousands of Dollars)           
<S>                                               <C>        <C>         <C>

Balance at Beginning of Year                      $179,297   $165,949    $146,198
Net Income                                         106,118     99,744     105,562 
ESOP Tax Benefit & Amortization of              
  Preferred Stock Premium                           (1,705)    (1,524)     (2,505)
                                                   283,710    264,169     249,255 

Dividends Declared
 Common stock                                       56,442     72,826      70,670
 Preferred stock                                    10,800     12,046      12,636 
                                                    67,242     84,872      83,306 
Balance at End of Year                            $216,468   $179,297    $165,949 

<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
</TABLE>


                                         29 
                                       
<PAGE> 29



<TABLE>
<CAPTION>
         Portland General Electric Company and Subsidiaries                 
                   Consolidated Balance Sheets

At December 31                                                 1994           1993   
                                                              (Thousands of Dollars)  
                                    Assets
<S>                                                           <C>           <C>  
Electric Utility Plant - Original Cost
 Utility plant (includes Construction Work
  in Progress of $148,267 and $46,679)                        $2,563,476    $2,370,460 
 Accumulated depreciation                                       (958,465)     (894,284)
                                                               1,605,011     1,476,176 
 Capital leases - less amortization of $25,796 and $23,626        11,523        13,693 
                                                               1,616,534     1,489,869 
Other Property and Investments
 Trojan decommissioning trust, at market value                    58,485        48,861 
 Corporate Owned Life Insurance, less loan of $21,731 in 1994     40,034        52,008 
 Other investments                                                26,074        25,706 
                                                                 124,593       126,575 
Current Assets
 Cash and cash equivalents                                         9,590         2,099 
 Accounts and notes receivable                                    91,672        85,169 
 Unbilled and accrued revenues                                   158,259       133,476 
 Inventories, at average cost                                     43,269        46,534 
 Prepayments and other                                            37,040        20,646 
                                                                 339,830       287,924
Deferred Charges
 Unamortized regulatory assets
   Trojan abandonment - plant                                    342,276       366,712 
   Trojan abandonment - decommissioning                          338,718       355,718 
   Trojan - other                                                 65,922        66,387 
   Income taxes recoverable                                      217,967       228,233
   Debt reacquisition costs                                       32,245        34,941 
   Energy efficiency programs                                     58,894        39,480 
   Other                                                          30,182        33,857 
 WNP-3 settlement exchange agreement                             173,308       178,003 
 Miscellaneous                                                    13,682        18,975
                                                               1,273,194     1,322,306 
                                                              $3,354,151    $3,226,674 


                     Capitalization and LiabilitiesCapitalization
 Common stock equity                                          $  834,226    $  747,197 
 Cumulative preferred stock
   Subject to mandatory redemption                                50,000        70,000 
   Not subject to mandatory redemption                            69,704        69,704 
 Long-term debt                                                  805,814       802,994 
                                                               1,759,744     1,689,895 
Current Liabilities
 Long-term debt and preferred stock due within one year           81,506        41,614 
 Short-term borrowings                                           148,598       129,920 
 Accounts payable and other accruals                             104,612       111,647 
 Accrued interest                                                 19,084        17,139
 Dividends payable                                                15,702        21,486 
 Accrued taxes                                                    32,820        27,395 
                                                                 402,322       349,201 

Other
 Deferred income taxes                                           549,160       534,194
 Deferred investment tax credits                                  56,760        60,706 
 Deferred gain on sale of assets                                 118,939       120,410 
 Trojan decommissioning and transition costs                     396,873       407,610 
 Miscellaneous                                                    70,353        64,658 
                                                               1,192,085     1,187,578 
                                                              $3,354,151    $3,226,674 

<FN>
The accompanying notes are an integral part of these consolidated balance sheets.
</FN>
</TABLE>

                                           30 
                                         
<PAGE> 30


<TABLE>
<CAPTION>
            Portland General Electric Company and Subsidiaries
             Consolidated Statements of Capitalization

At December 31                                               1994               1993
                                                              (Thousands of Dollars)

<S>                                                       <C>         <C>     <C>          <C>
Common Stock Equity
  Common stock, $3.75 par value per
   share, 100,000,000 shares authorized, 42,758,877
   and 40,458,877 shares outstanding                      $ 160,346           $  151,721

  Other paid-in capital - net                               470,008              433,978

  Unearned compensation                                     (12,596)            (17,799)
  Retained earnings                                         216,468              179,297
                                                            834,226    47.4%     747,197    44.2%


Cumulative Preferred Stock
  Subject to mandatory redemption
    No par value, 30,000,000 shares authorized
      7.75% Series, 300,000 shares outstanding               30,000               30,000
    $100 par value, 2,500,000 shares authorized
     8.10% Series, 300,000 and 500,000 shares outstanding    30,000               50,000
        Current sinking fund                                (10,000)             (10,000)
                                                             50,000     2.8       70,000     4.2


  Not subject to mandatory redemption, $100 par value
      7.95% Series, 298,045 shares outstanding               29,804               29,804
      7.88% Series, 199,575 shares outstanding               19,958               19,958
      8.20% Series, 199,420 shares outstanding               19,942               19,942
                                                             69,704     4.0       69,704     4.1

Long-Term Debt
  First mortgage bonds
    Maturing 1994 through 1999
      4-3/4% Series due April 1, 1994                             -                8,119
      4.70% Series due March 1, 1995                          3,045                3,220
      5-7/8% Series due June 1, 1996                          5,216                5,366
      6.60% Series due October 1, 1997                       15,363               15,363
      Medium-term notes - 5.65%-9.27%                       251,000              242,000
    Maturing 2001 through 2005 - 6.47%-9.07%                210,845              166,283
    Maturing 2021 through 2023 - 7-3/4%-9.46%               195,000              195,000
  Pollution control bonds
    Port of Morrow, Oregon, variable rate
     (Average 2.7% for 1994), due 2013                       23,600               23,600
    City of Forsyth, Montana, variable rate     
     (Average 2.9% for 1994), due 2013
     through 2016                                           118,800              118,800
      Amount held by trustee                                 (8,355)              (8,537)
    Port of St. Helens, Oregon, due 2010 and 2014
     (Average variable 2.7%-2.9% for 1994)                   51,600               51,600

  Capital lease obligations                                  11,523               13,693
  Other                                                        (317)                 101
                                                            877,320              834,608
  Long-term debt due within one year                        (71,506)             (31,614)
                                                            805,814    45.8      802,994    47.5

            Total capitalization                         $1,759,744   100.0%  $1,689,895   100.0%

<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
</TABLE>


                                                  31 
                                                
<PAGE> 31


<TABLE>
<CAPTION>
         Portland General Electric Company and Subsidiaries
             Consolidated Statements of Cash Flow


For the Years Ended December 31                      1994      1993        1992   
                                                        (Thousands of Dollars)      

<S>                                                <C>        <C>       <C>

Cash Provided (Used) By -
Operations:
 Net income                                        $ 106,118  $ 99,744  $ 105,562 
 Adjustments to reconcile net income to net
  cash provided by operations:
   Depreciation and amortization                      94,140    89,718    113,270 
   Amortization of WNP-3 exchange agreement            4,695     4,489      5,658 
   Amortization of deferred charges - Trojan plant    24,417    24,015          -
   Amortization of deferred charges - Trojan decomm.  11,220    11,220          -    
   Amortization of deferred charges - Trojan other     2,321     2,314      1,609 
   Amortization of deferred charges - Other            2,712     6,713      7,080 
   Deferred income taxes - net                        25,720    60,721      4,252 
   Other non-cash revenues                              (271)        -       (311)
   Changes in working capital:
   (Increase) in receivables                         (31,166)  (67,431)    (9,588)
   (Increase) Decrease in inventories                  3,264    15,017     (4,181)
   Increase (Decrease) in payables                       335   (26,588)    (2,084)
   Other working capital items - net                 (19,266)   10,600      7,328 
 Deferred items                                       10,258    (7,174)   (12,858)
 Miscellaneous - net                                   7,374    15,869     18,982 
                                                     241,871   239,227    234,719 

Investing Activities:
 Utility construction - new resources                (91,342)  (28,666)         - 
 Utility construction - general                     (131,675) (101,692)  (148,348)
 Energy efficiency programs                          (23,745)  (18,149)   (10,705)
 Trojan decommissioning trust                        (11,220)  (11,220)   (11,220)
 Other investments                                    (9,954)   (7,133)    (5,883)
                                                    (267,936) (166,860)  (176,156)

Financing Activities:
 Short-term debt - net                                18,678    29,855     27,939 
 Borrowings from Corporate Owned Life Insurance       21,731         -          - 
 Long-term debt issued                                75,000   252,000    123,000 
 Long-term debt retired                              (29,882) (266,986)  (123,902)
 Preferred stock issued                                    -         -     30,000 
 Preferred stock retired                             (20,000)   (3,600)   (31,225)
 Common stock issued                                  41,055         -          - 
 Dividends paid                                      (73,026)  (84,951)   (82,293)
                                                      33,556   (73,682)   (56,481)

Increase (Decrease) in Cash and
 Cash Equivalents                                      7,491    (1,315)     2,082
 Cash and Cash Equivalents at the Beginning
 of Year                                               2,099     3,414      1,332 
Cash and Cash Equivalents at the End
 of Year                                           $   9,590  $  2,099   $  3,414


Supplemental disclosures of cash flow information
 Cash paid during the year:   
   Interest                                        $  60,038  $ 68,232   $ 64,452 
   Income taxes                                       44,918    17,242     61,915 

<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>

</TABLE>


                                         32 
                                       
<PAGE> 32


<TABLE>
<CAPTION>
         Portland General Electric Company and Subsidiaries

                   Notes to Financial Statements


Certain  information,  necessary  for  a  sufficient understanding  of  PGE's
financial condition and  results of operations, is  substantially the same  as
that disclosed by Portland General in  this report.  Therefore, the  following
PGE information is incorporated by reference  to Item 8. of Portland General's
Form 10-K/A on the following page numbers. 

                                                                 Page
<S>                                                              <C>

Notes to Financial Statements  
    Note 1A.  Summary of Significant Accounting Policies           8
    Note 3A.  Employee Benefits                                   10
    Note 5A.  Trojan Nuclear Plant                                14
    Note 6A.  Preferred Stock                                     17
    Note 8A.  Long-Term Debt                                      19
    Note 9A.  Commitments                                         19
    Note 10A. WNP-3 Settlement Exchange Agreement                 21
    Note 11A. Jointly-Owned Plant                                 21
    Note 12A. Regulatory Matters                                  22
    Note 13A. Legal Matters                                       22
    Note 14A. Fair Value of Financial Instruments                 23
    Note 15A.  Subsequent Event                                   24
    
</TABLE>


                                      33 
                                    
<PAGE> 33

Note 4A

Income Taxes


The following table shows the detail of taxes on income and the items used in
computing the differences between the statutory federal income tax rate and 
Portland General Electric Company's (PGE) effective tax rate (thousands of
dollars):


<TABLE>
<CAPTION>
                                        1994       1993      1992
<S>                                   <C>        <C>       <C>
 
Income Tax Expense
  Currently payable                   $ 49,216   $ 14,086  $ 59,804
  Deferred income taxes                 29,667     65,481    17,584
  Investment tax credit adjustments     (3,946)    (4,075)   (6,759)

                                      $ 74,937   $ 75,492  $ 70,629

Provision Allocated to:

  Operations                          $ 75,314   $ 73,740  $ 73,140
  Other income and deductions             (377)     1,752    (2,511)
                                      $ 74,937   $ 75,492  $ 70,629

Effective Tax Rate Computation
 Computed tax based on statutory
 federal income tax rates applied
 to income before income taxes         $63,369   $ 61,333  $ 59,905


Increases (Decreases) resulting from:
 Accelerated depreciation                8,080      9,207     9,462
 State and local taxes - net             9,839      9,783    10,568 
 Investment tax credits                 (3,946)    (4,075)   (6,759)
 USDOE nuclear fuel assessment               -      5,050         -
 Excess deferred tax                      (767)    (3,419)   (1,816)
 Other                                  (1,638)    (2,387)     (731)

                                      $ 74,937   $ 75,492  $ 70,629

  Effective tax rate                     41.4%      43.1%     40.1%

</TABLE>


                                                  34
                                                
<PAGE> 34

As of December 31, 1994 and 1993, the significant components of PGE's deferred
income tax assets and liabilities were as follows (thousands of dollars):


<TABLE>
<CAPTION>
                                               1994           1993 

   
           <S>                               <C>            <C>

           Deferred Tax Assets
           Plant-in-service                  $  72,012      $  73,625
           Deferred gain on sale of assets      47,134         47,718
           Other                                22,246         22,968
                                               141,392        144,311

           Deferred Tax Liabilities
           Plant-in-service                   (444,546)      (448,559)
           Energy Efficiency programs          (23,024)       (15,395)
           Trojan abandonment                  (80,944)       (75,948)
           Replacement power costs             (38,136)       (29,574)
           WNP-3 exchange contract             (68,698)       (70,542)
           Other                               (39,826)       (40,238)
                                              (695,174)      (680,256)

           Less Current deferred taxes           4,622          1,751
           Total                             $(549,160)     $(534,194)
           
</TABLE>


As a  result of  implementing SFAS  No.      
109,  PGE  has  recorded  deferred  tax      
assets   and   liabilities    for   all      
temporary   differences   between   the      
financial statement bases and tax bases      
of assets and liabilities.                   
                                             
The IRS  completed  its examination  of      
Portland      General     Corporation's      
(Portland General) tax returns for  the      
years 1985  to  1987 and  has issued  a      
statutory  notice  of   tax  deficiency      
which Portland  General is  contesting.
As part of this audit, the 
IRS has proposed to disallow PGE's 1985
WNP-3 abandonment loss deduction on the
premise that it is  a taxable exchange.
PGE disagrees  with  this position  and
will take appropriate action to  defend
its  deduction.    Management  believes
that it has appropriately provided  for
probable tax adjustments  and is of the
opinion that  the ultimate  disposition
of this matter will not have a material
adverse   impact   on   the   financial
condition of PGE.                      


                                     35 
                                   
<PAGE> 35

Note 6A

Common Stock


<TABLE>
<CAPTION>
                                     Common Stock            Other
                                Number        $3.75 Par     Paid-in       Unearned
                              of Shares         Value       Capital     Compensation
                                                   (thousands of dollars)
<S>                           <C>             <C>           <C>         <C>  
   
   December 31, 1991          40,458,877      $151,721      $431,517      $(29,759)
Sales of stock                         -             -             -             -
Redemption of preferred                -             -           565             -
 stock
Repayment of ESOP loan
 and other                             -             -          (409)        6,492

December 31, 1992             40,458,877       151,721       431,673       (23,267)
Sales of stock                         -             -             -             -
Sale and redemption of
 preferred stock                       -             -         2,130             -
Repayment of ESOP loan
 and other                             -             -           175         5,468

December 31, 1993             40,458,877       151,721       433,978       (17,799)
Sales of stock                 2,300,000         8,625        32,430             -
Redemption of stock                    -             -             -             -
Sale and redemption of
 preferred stock                       -             -         2,119             -
Repayment of ESOP loan
 and other                             -             -         1,481         5,203
December 31, 1994             42,758,877      $160,346      $470,008     $ (12,596)

</TABLE>


Common Stock

Portland  General is  the  sole  shareholder of  PGE  common stock.   PGE  is
restricted,  without prior  Oregon Public  Utility Commission (PUC) approval,
from paying dividends or making other distributions to Portland General to the
extent  such payment or  distribution would  reduce PGE's common stock equity
capital below 36% of total capitalization.  At December 31, 1994, PGE's common
stock equity capital was 47% of its total capitalization.  

                                                  36 
                                                
<PAGE> 36

Note 7A

Short-Term Borrowings


<TABLE>
<CAPTION>

At December 31,  1994, PGE had a  committed facility of  $120 million expiring in
July 1997  and an  $80 million  facility expiring  in July  1995.  These  lines of
credit have  commitment fees and/or facility  fees ranging from 0.125  to 0.15 of
one percent  and do not require  compensating cash balances.  The facilities are
used  primarily  as  back-up  for  both  commercial  paper  and borrowings  from
commercial  banks under uncommitted lines of credit.  At December 31, 1994, there
were no outstanding borrowings under the committed facilities.

PGE has a  $200 million commercial  paper facility.   Unused committed lines  of
credit must  be at  least equal  to the amount  of commercial paper outstanding.
Most of PGE's short-term borrowings are through commercial paper.

Commercial paper and lines  of credit borrowings are  at rates reflecting  current
market  conditions and  generally are  substantially  below the prime commercial
rate.

Short-term borrowings and related interest rates were as follows (thousands of 
dollars):

                                                1994       1993    1992  
        As of year end:

        <S>                                     <C>         <C>         <C>

        Aggregate short-term debt outstanding
         Bank loans                                    -           -    $  4,001
         Commercial paper                       $148,598    $129,920      96,064
        Weighted average interest rate
         Bank loans                                    -           -        4.1%
         Commercial paper                           6.2%        3.5%        3.9   

        Unused committed lines of credit        $200,000    $200,000    $125,000

        For the year ended:

        Average daily amounts of short-term
         debt outstanding
         Bank loans                             $  1,273    $  5,025    $  2,803
         Commercial paper                        126,564      94,983      62,036
        Weighted daily average interest rate         
         Bank loans                                 4.3%        3.6%        5.5%
         Commercial paper                           4.6         3.5         4.2   
        Maximum amount outstanding
         during year                            $159,482   $144,774     $101,028

<FN>                                                             
     Interest rates exclude the effect of commitment fees, facility fees,
     and other financing fees.
</FN>
</TABLE>

                                      37 
                                    
<PAGE> 37