SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                              FORM 10-Q





[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
             For the quarterly period ended June 30, 1995

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




                        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



Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.  Yes  X .  No    .

The number of shares outstanding of the registrants' common stocks as of July
31, 1995 are:

                 Portland General Corporation              50,804,314
                 Portland General Electric Company         42,758,877
                         (owned by Portland General Corporation)



                                           1
                                        
<PAGE> 



                                         Index



                                                               Page
                                                              Number



Part I.   Portland General Corporation and Subsidiaries
          Financial Information

             Management's Discussion and Analysis of
             Financial Condition and Results of Operations       3

             Statements of Income                               11

             Statements of Retained Earnings                    11

             Balance Sheets                                     12

             Statements of Capitalization                       13

             Statements of Cash Flow                            14

             Notes to Financial Statements                      15

             Portland General Electric Company and 
             Subsidiaries Financial Information                 18

Part II.  Other Information

             Item 1 - Legal Proceedings                         22

             Item 6 - Exhibits and Reports on Form 8-K          23

          Signature Page                                        24


                                           2
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Results of Operations

Portland General Electric Company (PGE or the Company), an
electric utility company and the principal operating subsidiary of 
Portland General Corporation (Portland General), accounts for
substantially all of Portland General's assets, revenues and net
income.  The following discussion focuses on utility operations,
unless otherwise noted.

1995 Compared to 1994 for the Three Months Ended June 30

Portland General earned $32 million or $0.64 per share for the
second quarter of 1995, compared to earnings of $24 million or
$0.48 per share in 1994.  Strong earnings reflect abundant west
coast hydro conditions resulting in lower power costs, as well as
the Company's April 1, 1995 price increase.  1994 earnings include
the restoration to income of $6.5 million, net of tax, in
previously recorded real estate reserves.  1994 earnings from
continuing operations were $17 million, or $.35 per share.  

Retail revenues increased $21 million, or 12%, for the period,
primarily due to a general price increase and increased energy
sales.  The April 1, 1995 rate order, which contained an average
5% price increase, resulted in $13 million of additional revenue
(including $4 million of decoupling revenues).  Retail energy
sales increased 4%, or 155,000 MWhs, resulting in $8 million of
additional revenue.  Load growth was driven by both an increase in
retail customers and significantly cooler April temperatures.
Weather adjusted energy sales increased 3%.

Wholesale revenues declined $5 million, or 23%, despite a 4%
increase in the volume of energy sold.  Abundant energy supplies,
lower natural gas prices, and an increasingly competitive
wholesale market resulted in a 26% reduction in wholesale prices.

Variable power costs fell $17 million, or 27%, despite increased
load, as the average cost of power decreased from 17.9 to 13.7
mills (see table below).  Mild temperatures, low gas prices, and
excellent water conditions due to snow melt in both the Northwest
and California contributed to an abundance of low cost secondary
(or spot) energy in the region.


             Resource Mix/Variable Power Costs
                                                   Average Variable
                    Resource Mix                      Power Cost
                                                      (Mills/KWh)

                    1995         1994                 1995     1994 

Generation           22%          32%                  4.6       7.8
Firm Purchases       29%          26%                 22.4      23.2

Spot Purchases       49%          42%                 10.0      18.2

  Total Resources   100%         100%     Average     13.7      17.9

                                           3
                                        
<PAGE>


               Portland General Corporation and Subsidiaries


             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Secondary energy purchases met nearly half of the Company's total energy
requirements.  Since abundant supplies of energy drove market prices to
historic lows, PGE used purchased power to meet increased loads and to
displace thermal generation.  Spot market purchases averaged 10.0 mills, 
ranging from 1.7 to 14 mills, compared to an average 18.2 mills in 1994. 
Company-owned hydro generation increased 22%, or 109,600 MWh, reflecting 
above-average hydro conditions on the Clackamas River system.  Favorable gas 
prices allowed the Beaver Combustion Turbine Plant (Beaver) to generate 
slightly more energy at 33% lower variable cost.  Overall, PGE reduced 
thermal plant generation by 58% to take advantage of low prices in the 
spot market. 

Operating expenses (excluding variable power, depreciation and income taxes)
were slightly lower than in 1994.  Maintenance costs at the Boardman Coal
Plant (Boardman) were lower during the current year since the February
economic outage allowed for major maintenance activities to occur earlier in
the year.   

New depreciation rates, effective April 1, 1995 with the general price
increase, raised depreciation expense $4 million.  Higher operating income
yielded a $14 million increase in income taxes.  Miscellaneous Other Income
declined $2 million due to a 1994 sale of nonutility property.  

1995 Compared to 1994 for the Six Months Ended June 30

Portland General earned $30 million or $0.60 per share for the six months
ended June 30, 1995, compared to earnings of $63 million or $1.28 per share in
1994.  1995 results include a $36.7 million charge to income related to the
Public Utility Commission of Oregon's (PUC) rate order disallowing 13% of
PGE's remaining investment in the Trojan Nuclear Plant (Trojan).  1994
earnings include $6.5 million in previously recorded real estate reserves. 
Excluding these items, operating earnings were $67 million in 1995 and $56
million in 1994.  Strong operating results reflect good hydro conditions,
lower secondary power costs and continued retail load growth, partially offset
by narrowing margins in a competitive wholesale market.   

Retail sales rose 3% and revenues increased by $9 million as cooler
temperatures during the period and the addition of approximately 4,800 retail
customers contributed to load growth.  Increased sales combined with the
Company's general price increase grew retail revenues almost 6%.

Other revenues, not related to sales of energy, declined for the period. 
During 1995, $11 million in revenues related to deferred power costs were
recorded, compared with $19 million in 1994.  In addition, during the 1994
period, $11 million of incentive revenues related to energy efficiency
programs were recorded.  

A 14% decrease in wholesale energy sales coupled with an average 12% reduction
in prices, caused wholesale revenues to decrease $12 million from 1994 levels.
The region's price advantage over the Southwest eroded in the current year due
to abundant energy supplies and improved hydro conditions in California.


                                           4
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Variable power costs, reflecting the benefits of abundant west coast hydro
generation and declining gas prices, fell 19% or $31 million.  Spot market
purchases, which provided 31% of the Company's energy supply, averaged 10.5
mills compared to 19.2 mills in 1994 (see table below).

                    Resource Mix/Variable Power Costs
                                                      Average Variable
                        Resource Mix                     Power Cost
                                                         (Mills/KWh)

                      1995        1994                 1995      1994 

Generation             32%         42%                  6.9       10.1

Firm Purchases         37%         32%                 24.8       24.9

Spot Purchases         31%         26%                 10.5       19.2
  Total Resources     100%        100%     Average     16.0       18.8


Company generation met 32% of PGE's load, 60% of which was
provided by the Company's eight hydroelectric plants. Hydro
generation increased 24%, or 254,132 MWh, reflecting above
average water conditions on the Clackamas River system.  Thermal
plant generation was reduced 40%.  Total average variable power
costs declined from 18.8 to 16.0 mills.

New depreciation rates, effective April 1, 1995 with the general
price increase, raised depreciation expense $4 million.  Higher
operating income yielded a $12 million increase in income taxes.
Other income decreased $37 million from last year largely due to
the Trojan write-off.


Cash Flow

Portland General Corporation

Portland General requires cash to pay dividends to its common
stockholders, to provide funds to its subsidiaries, to meet debt
service obligations and for day to day operations.  Sources of
cash are dividends from PGE, leasing rentals, short- and
intermediate-term borrowings and the sale of its common stock. 
Cash provided by operations decreased for the year compared with
1994.  During 1994, Portland General's cash provided by
operations benefited from the use of approximately $9 million
in tax credits which reduced federal tax payments.

Portland General received $11.5 million in dividends from PGE
during the second quarter of 1995 and $2.1 million in proceeds
from the issuance of shares of common stock under its Dividend
Reinvestment and Optional Cash Payment Plan.


                                           5
                                        
<PAGE>



               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Portland General Electric Company

Cash Provided by Operations

Operations are the primary source of cash used for day to day
operating needs of PGE and funding of construction activities. 
PGE also obtains cash from external borrowings, as needed.

A significant portion of cash from operations comes from
depreciation and amortization of utility plant, charges which are
recovered in customer revenues but require no current cash
outlay.  Changes in accounts receivable and accounts payable can
also be significant contributors or users of cash.  Improved cash flow
reflects the Company's general price increase and lower variable 
power costs.

Portland General has reached a tentative settlement with the IRS
regarding the Washington Public Power Supply System Unit 3 (WNP-
3) abandonment loss deduction on its 1985 tax return.  Portland
General does not expect future cash requirements to be materially
affected by the resolution of this matter (see Note 3, Income
Taxes, for further information).

Investing Activities

PGE invests in facilities for generation, transmission and
distribution of electric energy and products and services for
energy efficiency.  Estimated capital expenditures for 1995 are
expected to be $250 million.  Approximately $104 million has been
expended for capital projects, including energy efficiency,
through June 30, 1995.

PGE pays into an external trust for the Trojan decommissioning costs.  
The April 1, 1995 general rate order authorized PGE to increase its 
collections from customers and its corresponding contribution to the trust 
from $11 million to $14 million annually.  The trust invests in investment-
grade tax-exempt bonds.  Total-to-date cash withdrawn from the trust to
pay for decommissioning costs is approximately $7 million.

Financing Activities

Second quarter financing activities include the issuance of $50
million of twelve year notes at 7.15% maturing June 2007 and $25
million of five year notes at 6.75% maturing June 2000.  Other
financing activities for the quarter included a $10 million
sinking fund redemption of 200,000 shares of PGE's 8.10% series
preferred stock.  

The issuance of additional preferred stock and First Mortgage
Bonds requires PGE to meet earnings coverage and security
provisions set forth in the Articles of Incorporation and
Indenture securing its First Mortgage Bonds.  As of June 30,
1995, PGE could issue $290 million of preferred stock and $330
million of additional First Mortgage Bonds.

                                           6
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Financial and Operating Outlook

Utility

Retail Customer Growth and Energy Sales                            

During the second quarter of 1995 approximately 2,700 retail
customers were added to PGE's service territory.  For the six-
months ended June 30, 1995, 4,800 retail customers were added. 

The Company expects 1995 weather-adjusted retail energy sales
growth to be approximately 2.6%.                                   

Omitted graphic information:

Quarterly Increase in Retail Customers
      
                      Residential           Commercial/Industrial             
Quarter/Year          Customers             Customers
1Q 93                 2025                  275
2Q 93                 1697                  429
3Q 93                 2802                  446
4Q 93                 2775                  563
1Q 94                 2986                  390
2Q 94                 2476                  550
3Q 94                 2219                  454
4Q 94                 4247                  379
1Q 95                 3010                  270
2Q 95                 2194                  509


Seasonality                            

PGE's retail sales peak in the winter, therefore, quarterly
earnings are not necessarily indicative of results to be expected
for fiscal year 1995.


Competition

The Energy Policy Act of 1992 (Energy Act) set the stage for federal and state
regulations directed toward the stimulation of both wholesale and retail 
competition in the electric industry.  The Energy Act eased restrictions on 
independent power production, and bestowed authority on the Federal Energy 
Regulatory Commission (FERC) to mandate open access for the wholesale 
transmission of electricity.  

FERC has since taken steps to provide a framework for increased competition in
the electric industry.  In March 1995 it issued a Notice of Proposed Rulemaking
(NOPR) regarding non-discriminatory open access transmission requirements for
all public utilities.  The proposed rules address several issues including 
stranded asset recovery and the open access transmission of electricity.  If 
adopted, the proposed open access transmission requirements would give 
wholesale competitors access to PGE's transmission facilities and, in turn, 
give PGE access to their transmission facilities.  PGE is in the process of 
preparing an open access transmission tariff for its existing transmission 
facilities.

Since the passage of the Energy Act, various state utility commissions are 
considering proposals which would gradually allow customers direct access to 
generation suppliers, marketers, brokers and other service providers in a 
competitive marketplace for energy services.

                                           7
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Although presently operating in a cost-based regulated environment, PGE expects
increasing competition from other forms of energy and other suppliers of 
electricity.  While the Company is unable to determine precisely the future 
impact of increased competition, it believes that ultimately it will result in
reduced wholesale and retail prices in the industry.


Residential Exchange Program

In July 1995 the Bonneville Power Administration (BPA) released its  
1996 rate proposal under which there would be a significant reduction  
in the benefits to PGE's customers from the 
residential exchange program under the Regional Power Act (RPA).
The RPA, passed in 1980, attempted to resolve growing power supply and cost 
inequities between customers of government and publicly owned utilities, who 
have priority access to the low cost power from the federal hydro electric 
system, and the customers of IOUs.  The RPA residential exchange program exists
to ensure that all residential and small farm customers in the region, the vast
majority of which are served by IOUs, receive similar benefits from the 
publicly funded federal power system.  Exchange program benefits are passed
directly to residential and small farm customers.  The exchange benefit for 
PGE residential and small farm customers 
totaled $46 million for calendar year 1994.  Under BPA's July 1995 proposal, 
this exchange benefit would be substantially decreased.
New BPA rates are expected to be effective October 1, 
1996, after a ten month public process in which PGE will be an active party 
seeking equitable treatment for its residential and small farm customers.


General Rate Order

Beginning April 1, 1995 PGE implemented new general rates.  
The PUC authorized a single average rate increase of 5%, representing 
additional annual revenues of $51 million.  The rate 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 order also adopted a mechanism to decouple short-term profits from retail 
kilowatt-hour sales during the two-year test period.  The decoupling mechanism
adopted by the PUC sets revenue targets associated 
with retail loads for each month beginning April 1995 through December 1996.
If actual weather-adjusted revenues exceed or fall short of target revenues, 
PGE will refund or collect the difference from customers over an 18-month 
period.  The adjustment at any time during the two-year period cannot result
in an overall increase or decrease in rates, due solely to decoupling, of more
than 3%.  Adjustments to rates, if necessary, will be made every six months.
The Company has recently filed a request with the PUC to exclude certain 
large customers from the decouplig mechanism.

The rate order also included the variable power cost savings expected from the
commercial operation of the Coyote Springs Generating Project (Coyote Springs),
a 220 megawatt natural gas-fueled cogeneration facility under construction in
eastern Oregon.  The order did not include capital and fixed costs associated
with the plant.  In August 1995, the Company filed for inclusion of these costs
in rates beginning early November 1995, concurrent with the projected 
commercial operation of the plant.  See discussion below regarding the Coyote
Springs filing.

                                           8      
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Legal challenges have been filed against the PUC regarding recovery of the 
Trojan Investment and decommissioning costs (see Item 1. Legal Proceedings for
further discussion).  PGE has intervened in these filings and believes that the
rate order and the authorized recovery of the Trojan investment and 
decommissioning costs will be upheld.

Power Cost Recovery and Coyote Springs Filing

PGE operates without a power cost adjustment tariff, therefore
adjustments for power costs above or below those set in existing general
tariffs are not automatically reflected in customers' rates.  As a
result, PGE obtained PUC approval to defer incremental replacement power
costs related to the closure of Trojan.  The following table sets out
the amounts deferred and the collection status of the various deferrals. 
In accordance with Oregon law, collection of the deferrals is subject to
PUC review of PGE's reported earnings, adjusted for the regulatory
treatment of unusual and/or non-recurring items, as well as the
determination of an appropriate rate of return on equity for a given
review period.


                      Synopsis of Power Cost Deferrals

                     Deferral     Earnings              Amounts
 Period Covered        Rate        Review       Deferred      Collected

December 4, 1992 -      80%     Approved (1)   $56 million   $23 million
March 31, 1993                                 (4)(a)  

July 1, 1993 -          50%     Mid-1995 (2)   $58 million        N/A 
March 31, 1994                                 (4)(b)

January 1, 1995 -       40%     Mid-1995 (3)   $11 million        N/A
March 31, 1995                                 (4)(c)


(1) Approved for collection which began on 4/1/94.
(2) Subject to earnings review for the period 4/1/93 through 3/31/94 filed
    on August 8, 1995.
(3) Subject to earnings review for the period 4/1/94 through 3/31/95 filed
    on August 8, 1995.
(4) Includes accrued interest of (a) $11 million and (b) $9 million and  
    $.4 million.


On August 8, 1995 Portland General Electric filed with the Public Utility
Commission of Oregon a consolidated request to recover deferred power costs,
the capital and fixed costs associated with
Coyote Springs and BPA's October 1995 price increases.

Upon the PUC's completion of review and approval for collection,
the filing proposes to offset the power cost deferrals and certain 
other regulatory assets against PGE's unamortized gain on the sale of a 
portion of the Boardman Coal Plant (a refund to customers).  In addition, 
the Company proposes to cancel the existing collection of deferred power 
costs.

The proposal, if approved, would eliminate regulatory assets and liabilities
of $117 million.  It would also eliminate any price increase resulting 
from authorization to collect outstanding power cost deferrals and mitigate 
the price increase resulting from Coyote Springs and BPA costs.  

If approved, the filing would result in a 2.4% rate increase or $23.5 million
in additional annual revenues.  The Company expects the PUC to rule on the
proposal in November 1995.

                                           9
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

             Management's Discussion and Analysis of Financial
                    Condition and Results of Operations


Nonutility

Portland General, Portland General Holdings, Inc. (Holdings), and certain 
affiliated individuals (Portland Defendants), along with others, have been
named as defendants in a class action suit by investors in Bonneville Pacific
Corporation (Bonneville Pacific) and in a suit filed by the bankruptcy trustee
for Bonneville Pacific.  The class action suit has been settled for 
$2.5 million (see Item 1. Legal Proceedings for further discussion).

Holdings has filed a complaint seeking approximately $228 million in damages
against Deloitte & Touche and certain parties associated with Bonneville
Pacific alleging that it relied on fraudulent and negligent statements and
omissions when it acquired an interest in and made loans to Bonneville
Pacific.

A detailed report released in June 1992, by a U.S. Bankruptcy examiner 
outlined a number of questionable transactions that resulted in gross
exaggeration of Bonneville Pacific's assets prior to Holdings' investment.
This report includes the examiner's opinion that there was significant
mismanagement and very likely fraud at Bonneville Pacific.

For background information and further details, see Note 2, Legal Matters
in the Notes to Financial Statements.


                                          10
                                        
<PAGE>



<TABLE>
<CAPTION>
                         Portland General Corporation and Subsidiaries

                             Consolidated Statements of Income for the
                      Three Months and Six Months Ended June 30, 1995 and 1994
                                             (Unaudited)


                                                    Three Months Ended                  Six Months Ended
                                                          June 30                            June 30         
                                                     1995          1994                1995            1994
                                                                        (Thousands of Dollars)
<S>                                              <C>            <C>                <C>             <C>

Operating Revenues                                 $219,892       $202,110           $479,069        $480,124
Operating Expenses
  Purchased power and fuel                           46,616         63,847            134,312         164,817 
  Production and distribution                        16,288         15,607             31,441          31,013
   Maintenance and repairs                           11,384         14,069             21,317          23,228 
  Administrative and other                           26,409         25,294             51,549          47,726 
  Depreciation and amortization                      34,785         30,399             66,243          61,248
   Taxes other than income taxes                     13,026         12,793             26,783          27,087
                                                    148,508        162,009            331,645         355,119
Operating Income Before
 Income Taxes                                        71,384         40,101            147,424         125,005 

Income Taxes                                         24,205         10,082             50,692          39,066
Net Operating Income                                 47,179         30,019             96,732          85,939 

Other Income (Deductions)
  Trojan disallowance - net of income
   taxes of $17,101                                       -              -            (36,708)              - 
  Interest expense                                  (20,134)       (17,868)           (39,329)        (34,919)
  Allowance for funds used
   during construction                                2,926            800              5,074           1,264 
  Preferred dividend requirement - PGE               (2,417)        (2,646)            (5,000)         (5,634)
  Other - net of income taxes                         4,849          7,188              9,680          10,008
Income from Continuing Operations                    32,403         17,493             30,449          56,658

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

Net Income                                         $ 32,403       $ 23,965           $ 30,449        $ 63,130

Common Stock
  Average shares outstanding                     50,697,040     50,145,565         50,644,415      49,411,959 
  Earnings per average share
    Continuing operations                              0.64           0.35               0.60            1.15 
    Discontinued operations                               -           0.13                  -            0.13
  Earnings per average share                         $ 0.64         $ 0.48             $ 0.60          $ 1.28

  Dividends declared per share                       $ 0.30         $ 0.30             $ 0.60          $ 0.60

</TABLE>




<TABLE>
<CAPTION>
                                  Consolidated Statements of Retained Earnings for the
                                Three Months and Six Months Ended June 30, 1995 and 1994
                                                      (Unaudited)

                                                      Three Months Ended                 Six Months Ended
                                                            June 30                          June 30         
                                                      1995          1994               1995            1994  
                                                                       (Thousands of Dollars)
<S>                                                <C>            <C>                <C>             <C>

Balance at Beginning of Period                     $101,063       $104,939           $118,676        $ 81,159 
Net Income                                           32,403         23,965             30,449          63,130 
ESOP Tax Benefit & Amortization of
  Preferred Stock Premium                              (474)          (426)              (948)           (796)
                                                    132,992        128,478            148,177         143,493 
Dividends Declared on
  Common Stock                                       15,215         15,051             30,400          30,066
Balance at End of Period                           $117,777       $113,427           $117,777        $113,427


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

</TABLE>

                                                     11
                                                   
<PAGE>



<TABLE>
<CAPTION>

                                     Portland General Corporation and Subsidiaries

                                               Consolidated Balance Sheets
                                       as of June 30, 1995 and December 31, 1994


                                                                         (Unaudited)
                                                                           June 30            December 31
                                                                             1995                 1994
                                                                             (Thousands of Dollars)
<S>                                                                       <C>                    <C>          
                     Assets
Electric Utility Plant -Original Cost
   Utility plant (includes Construction Work
     in Progress of $193,769 and $148,267)                                $2,653,838             $2,563,476
   Accumulated depreciation                                                ( 999,278)              (958,465)
                                                                           1,654,560              1,605,011 
   Capital leases - less amortization of $26,881 and $25,796                  10,438                 11,523
                                                                           1,664,998              1,616,534
Other Property and Investments
   Leveraged leases                                                          153,992                153,332 
   Net assets of discontinued real estate operations                           4,623                 11,562 
   Trojan decommissioning trust, at market value                              66,272                 58,485
   Corporate Owned Life Insurance less loans of $24,320 in 1995
    and $21,731 in 1994                                                       69,195                 65,687
   Other investments                                                          28,227                 28,626
                                                                             322,309                317,692
Current Assets
   Cash and cash equivalents                                                  19,098                 17,542 
   Accounts and notes receivable                                              84,999                 91,418 
   Unbilled and accrued revenues                                             157,713                162,151
   Inventories, at average cost                                               38,740                 31,149 
   Prepayments and other                                                      34,570                 34,455
                                                                             335,120                336,715
Deferred Charges
 Unamortized regulatory assets
   Trojan investment                                                         336,816                402,713
   Trojan decommissioning                                                    324,324                338,718
   Income taxes recoverable                                                  204,009                217,967
   Debt reacquisition costs                                                   30,896                 32,245
   Energy efficiency programs                                                 65,410                 58,894 
   Other                                                                      46,116                 47,787
 WNP-3 settlement exchange agreement                                         170,853                173,308
 Miscellaneous                                                                21,769                 16,698
                                                                           1,200,193              1,288,330
                                                                          $3,522,620             $3,559,271
                    Capitalization and Liabilities

Capitalization
   Common stock                                                           $  190,195             $  189,358
   Other paid-in capital                                                     568,700                563,915 
   Unearned compensation                                                     (10,480)               (13,636)
   Retained earnings                                                         117,777                118,676
                                                                             866,192                858,313 
   Cumulative preferred stock of subsidiary
     Subject to mandatory redemption                                          40,000                 50,000
     Not subject to mandatory redemption                                      69,704                 69,704
   Long-term debt                                                            904,644                835,814
                                                                           1,880,540              1,813,831
Current Liabilities
   Long-term debt and preferred stock due within one year                     83,448                 81,506
   Short-term borrowings                                                     100,073                148,598 
   Accounts payable and other accruals                                        80,860                104,254
   Accrued interest                                                           19,805                 19,915 
   Dividends payable                                                          17,970                 18,109 
   Accrued taxes                                                              36,849                 27,778
                                                                             339,005                400,160
Other
   Deferred income taxes                                                     655,028                687,670 
   Deferred investment tax credits                                            54,510                 56,760
   Deferred gain on sale of assets                                           118,205                118,939 
   Trojan decommissioning and transition costs                               388,812                396,873 
   Miscellaneous                                                              86,520                 85,038
                                                                           1,303,075              1,345,280
                                                                          $3,522,620             $3,559,271


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

</TABLE>


                                                    12
                                                  
<PAGE>




<TABLE>
<CAPTION>

                                     Portland General Corporation and Subsidiaries

                                       Consolidated Statements of Capitalization
                                       as of June 30, 1995 and December 31, 1994


                                                                         (Unaudited)
                                                                           June 30               December 31
                                                                             1995                    1994    
                                                                            (Thousands of Dollars)
<S>                                                                     <C>          <C>         <C>          <C>

Common Stock Equity
  Common stock, $3.75 par value per
   share 100,000,000 shares authorized,
   50,718,615 and 50,495,492 shares outstanding                         $  190,195               $  189,358 
  Other paid-in capital - net                                              568,700                  563,915
  Unearned compensation                                                    (10,480)                 (13,636)
  Retained earnings                                                        117,777                  118,676
                                                                           866,192    46.1%         858,313    47.3%

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, 200,000 and 300,000 shares outstanding                  20,000                   30,000 
        Current sinking fund                                               (10,000)                 (10,000)
                                                                            40,000     2.1           50,000     2.8 

  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     3.7           69,704     3.8 

Long-Term Debt
  First mortgage bonds
    Maturing 1995 through 2000
      4.70% Series due March 1, 1995                                             -                    3,045 
      5-7/8% Series due June 1, 1996                                         5,066                    5,216 
      6.60% Series due October 1, 1997                                      15,363                   15,363
      Medium-term notes - 5.65%-9.27%                                      276,000                  251,000 
    Maturing 2001 through 2007 - 6.47%-9.07%                               260,845                  210,845 
    Maturing 2021 through 2023 - 7.75%-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                                                (8,076)                  (8,355)
    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 1996 - 8.09%                                   30,000                   30,000
  Capital lease obligations                                                 10,438                   11,523
  Other                                                                       (544)                    (317)
                                                                           978,092                  907,320
  Long-term debt due within one year                                       (73,448)                 (71,506)
                                                                           904,644    48.1          835,814    46.1

           Total capitalization                                         $1,880,540   100.0%      $1,813,831   100.0%
                                                                                                                 

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

</TABLE>


                                                    13
                                                  
<PAGE>



<TABLE>
<CAPTION>

                                     Portland General Corporation and Subsidiaries

                                      Consolidated Statements of Cash Flow for the
                                Three Months and Six Months Ended June 30, 1995 and 1994

                                                      (Unaudited)



                                                                  Three Months Ended              Six Months Ended
                                                                       June 30                        June 30        
                                                                   1995         1994             1995          1994   
<S>                                                            <C>           <C>              <C>             <C>

Cash Provided (Used) By -
Operations:
  Net income                                                   $ 32,403      $ 23,965         $ 30,449        $ 63,130
  Adjustments to reconcile net income
   to net cash provided by operations:
    Depreciation and amortization                                27,039        22,589           50,845          45,154
    Amortization of WNP-3 exchange agreement                      1,227         1,173            2,455           2,347
    Amortization of Trojan investment                             5,946         6,495           12,409          13,216
    Amortization of Trojan decommissioning                        3,510         2,805            6,315           5,610
    Amortization of deferred charges - other                        833           547             (178)          2,886
    Deferred income taxes - net                                    (140)        9,720           (3,872)         12,532 
    Other noncash revenues                                       (1,969)         (324)          (2,372)           (658)
  Changes in working capital:
    (Increase) Decrease in receivables                            5,914        20,907           10,801            (879)
    (Increase) Decrease in inventories                             (946)       (2,475)          (7,591)         (1,358) 
    Increase (Decrease) in payables                             (41,773)      (48,684)         (17,107)        (21,241) 
    Other working capital items - net                            11,835         7,000              785           3,399
  Gain from discontinued operations                                   -        (6,472)               -          (6,472)
  Deferred charges - other                                       (9,870)          899           (9,740)           (244) 
  Miscellaneous - net                                             2,915         6,768            5,728           7,315
  Trojan disallowance                                                 -             -           36,708               -
                                                                 36,924        44,913          115,635         124,737

Investing Activities:
  Utility construction - new resources                          (13,452)      (26,874)         (29,411)        (49,853) 
  Utility construction - other                                  (36,729)      (36,108)         (65,163)        (61,408) 
  Energy efficiency programs                                     (5,050)       (5,198)          (8,952)        (10,032)
  Rentals received from leveraged leases                          7,262         7,897           11,685          12,882
  Nuclear decommissioning trust contributions                    (7,702)       (2,805)         (10,507)         (5,610) 
  Nuclear decommissioning expenditures                            1,670             -            6,608               -
  Discontinued operations                                         1,222        26,454            6,939          27,065
  Other                                                          (4,191)       (1,987)          (4,692)         (2,327)
                                                                (56,970)      (38,621)         (93,493)        (89,283)
Financing Activities:
  Short-term borrowings - net                                   (24,898)       40,283          (48,525)          1,134
  Borrowings from Corporate Owned Life Insurance                      -        19,619            2,589          19,619
  Long-term debt issued                                          75,000             -           75,000               -
  Long-term debt retired                                              -          (233)          (3,045)        (11,465)
  Repayment of nonrecourse borrowings for
   leveraged leases                                              (6,757)       (7,585)         (10,628)        (12,061)
  Preferred stock retired                                       (10,000)      (20,000)         (10,000)        (20,000)
  Common stock issued                                             2,148         1,899            4,562          45,206  
  Dividends paid                                                (15,406)      (15,482)         (30,539)        (29,710)
                                                                 20,087        18,501          (20,586)         (7,277)

Increase (Decrease) in Cash and
 Cash Equivalents                                                    41        24,793            1,556          28,177

Cash and Cash Equivalents at the Beginning
 of Period                                                       19,057         6,586           17,542           3,202
Cash and Cash Equivalents at the End
 of Period                                                     $ 19,098      $ 31,379         $ 19,098        $ 31,379

                                                                                                                      
Supplemental disclosures of cash flow information
  Cash paid during the period:
    Interest                                                   $ 20,608      $ 20,330         $ 36,011        $ 32,938
    Income taxes                                                 41,390        18,450           41,390          18,239


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

</TABLE>


                                                     14
                                                   
<PAGE>


                    Portland General Corporation and Subsidiaries


                            Notes to Financial Statements
                                     (Unaudited)


Note 1

Principles of Interim Statements

The interim financial statements have been prepared by Portland
General and, in the opinion of management, reflect all material
adjustments which are necessary to a fair statement of results for the
interim periods presented.  Certain information and footnote
disclosures made in the last annual report on Form 10-K have been
condensed or omitted for the interim statements.  Certain costs are
estimated for the full year and allocated to interim periods based on
the estimates of operating time expired, benefit received or activity
associated with the interim period.  Accordingly, such costs are
subject to year-end adjustment.  It is Portland General's opinion
that, when the interim statements are read in conjunction with the
1994 Annual Report on Form 10-K, the disclosures are adequate to make
the information presented not misleading.

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


Note 2

Legal Matters

WNP Cost Sharing 
PGE and three other investor-owned utilities (IOUs) have been involved
in litigation since October 1982 surrounding the proper allocation of
shared costs between Washington Public Power Supply System (WPPSS) Units
1 and 3 and Units 4 and 5. In late 1994, PGE agreed to a tentative
settlement in the case. The settlement was approved by the court on July
6, 1995 and the Company paid $1 million. 

Bonneville Pacific Class Action and Lawsuit
Portland General, Portland General Holdings, Inc., and certain
affiliated individuals have settled for $2.5 million the claims alleged
in the class action suit.  The suit was a consolidation of various
actions filed on behalf of certain purchasers of Bonneville Pacific
common shares and subordinated debentures against numerous defendants
including Portland General, Holdings and certain Portland General
individuals.  Final court approval of the settlement was obtained in
June 1995 with no party having any appeal rights.  

A separate legal action was filed by Bonneville Pacific against Portland
General, Holdings, and certain individuals affiliated with Portland
General and Holdings alleging breach of fiduciary duty, tortious
interference, breach of contract, and other actionable wrongs related to
Holdings' investment in Bonneville Pacific.  Following his appointment,
the Bonneville Pacific bankruptcy trustee, on behalf of Bonneville
Pacific, filed numerous amendments to the complaint.  The complaint now
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

                                          15
                                        
<PAGE>


                    Portland General Corporation and Subsidiaries

                            Notes to Financial Statements
                                     (Unaudited)


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.

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 has filed complaints seeking approximately $228 million in
damages 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 an interest in and made loans to Bonneville
Pacific. 


Note 3

Income Taxes

As a result of its examination of PGE's 1985 tax return the IRS proposed
to disallow PGE's 1985 WNP-3 abandonment loss deduction on the premise
that it is a taxable exchange.  Portland General and  the IRS have
reached a tentative settlement regarding this issue.  Management has
previously 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 results of operations or cash flows of Portland
General.


Note 4

Short-Term Borrowings

Portland General and PGE replaced expiring committed credit facilities
in July 1995.  Portland General now has a $15 million committed facility
expiring in July 1996 and PGE has a committed facility of $200 million
expiring in July 2000.  These lines of credit have annual facility fees
of .10% and do not require compensating cash balances.  The facilities
are used primarily as backup for commercial paper.  

PGE has a commercial paper facility of $200 million.  The amount of
commercial paper outstanding cannot exceed the Company's unused
committed lines of credit.

                                          16
                                        
<PAGE>


               Portland General Corporation and Subsidiaries

                Financial Statements and Related Information



 
                             Table of Contents


                               
                           
                                                             Page
                                                            Number

     Management Discussion and Analysis of
      Financial Condition and Results of Operations *         3-10

     Financial Statements                                    18-21

     Notes to Financial Statements **                        15-16
 






*   The discussion is substantially the same as that disclosed by
    Portland General and, therefore, is incorporated by reference
    to the information on the page numbers listed above.

**  The notes are substantially the same as those disclosed by
    Portland General and are incorporated by reference to the
    information on the page numbers shown above, excluding the
    Bonneville Pacific litigation discussion contained in Note 2
    which relates solely to Portland General.

                                          17
                                        
<PAGE>



<TABLE>
<CAPTION>

                               Portland General Electric Company and Subsidiaries

                                   Consolidated Statements of Income for the
                            Three Months and Six Months Ended June 30, 1995 and 1994
                                                (Unaudited)


                                                     Three Months Ended               Six Months Ended
                                                          June 30                         June 30        
                                                     1995         1994              1995          1994  
                                                                   (Thousands of Dollars)
<S>                                               <C>           <C>               <C>           <C>

Operating Revenues                                $218,476      $201,773          $477,367      $479,445
Operating Expenses
  Purchased power and fuel                          46,616        63,847           134,312       164,817 
  Production and distribution                       16,288        15,607            31,441        31,013 
  Maintenance and repairs                           11,384        14,068            21,317        23,227 
  Administrative and other                          26,144        24,405            50,961        46,412
  Depreciation and amortization                     34,765        30,318            66,202        61,088 
  Taxes other than income taxes                     13,014        12,782            26,735        27,019 
  Income taxes                                      23,766        13,012            50,512        44,580
                                                   171,977       174,039           381,480       398,156
Net Operating Income                                46,499        27,734            95,887        81,289

Other Income (Deductions)
  Regulatory disallowance - net of income
   taxes of $17,101                                      -             -           (36,708)            - 
  Allowance for equity funds used
   during construction                                 565             -               686             -
  Other                                              4,814         8,464             9,504        10,279 
  Income taxes                                          84        (2,010)             (260)         (950)
                                                     5,463         6,454           (26,778)        9,329
Interest Charges
  Interest on long-term debt and other              17,464        15,134            33,811        29,845 
  Interest on short-term borrowings                  2,059         1,314             4,246         2,310 
  Allowance for borrowed funds used
   during construction                              (2,361)         (800)           (4,388)       (1,264)
                                                    17,162        15,648            33,669        30,891

Net Income                                          34,800        18,540            35,440        59,727 
Preferred Dividend Requirement                       2,417         2,646             5,000         5,634

Income Available for Common Stock                 $ 32,383      $ 15,894          $ 30,440      $ 54,093

</TABLE>




<TABLE>
<CAPTION>

                                   Consolidated Statements Of Retained Earnings for the
                                 Three Months and Six Months Ended June 30, 1995 and 1994
                                                      (Unaudited)

                                                    Three Months Ended               Six Months Ended
                                                         June 30                          June 30
                                                    1995         1994               1995          1994
                                                                 (Thousands of Dollars)
<S>                                               <C>           <C>               <C>           <C>

Balance at Beginning of Period                    $202,506      $201,670          $216,468      $179,297
Net Income                                          34,800        18,540            35,440        59,727
ESOP Tax Benefit & Amortization of
 Preferred Stock Premium                              (474)         (426)             (948)         (796)
                                                   236,832       219,784           250,960       238,228
Dividends Declared
  Common stock                                      11,545        15,393            23,090        30,786
  Preferred stock                                    2,417         2,583             5,000         5,634
                                                    13,962        17,976            28,090        36,420
Balance at End of Period                          $222,870      $201,808          $222,870      $201,808


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

</TABLE>


                                                    18
                                                  
<PAGE>


<TABLE>
<CAPTION>

                               Portland General Electric Company and Subsidiaries

                                          Consolidated Balance Sheets
                                    as of June 30, 1995 and December 31, 1994


                                                                         (Unaudited)
                                                                           June 30             December 31
                                                                            1995                   1994
                                                                              (Thousands of Dollars)
<S>                                                                      <C>                    <C>

                               Assets

Electric Utility Plant - Original Cost
  Utility plant (includes Construction Work in Progress of
  $193,769 and $148,267)                                                 $2,653,838             $2,563,476
  Accumulated depreciation                                                 (999,278)              (958,465)
                                                                          1,654,560              1,605,011
  Capital leases - less amortization of $26,881 and $25,796                  10,438                 11,523
                                                                          1,664,998              1,616,534
Other Property and Investments
  Trojan decommissioning trust, at market value                              66,272                 58,485
  Corporate Owned Life Insurance less loans of $24,320 in 1995
   and $21,731 in 1994                                                       41,310                 40,034
  Other investments                                                          25,656                 26,074
                                                                            133,238                124,593

Current Assets
  Cash and cash equivalents                                                  10,415                  9,590
  Accounts and notes receivable                                              82,396                 91,672
  Unbilled and accrued revenues                                             157,713                162,151
  Inventories, at average cost                                               38,740                 31,149
  Prepayments and other                                                      33,182                 33,148
                                                                            322,446                327,710

Deferred Charges
 Unamortized regulatory assets
  Trojan investment                                                         336,816                402,713
  Trojan decommissioning                                                    324,324                338,718
  Income taxes recoverable                                                  204,009                217,967
  Debt reacquisition costs                                                   30,896                 32,245
  Energy efficiency programs                                                 65,410                 58,894
  Other                                                                      46,116                 47,787
 WNP-3 settlement exchange agreement                                        170,853                173,308
 Miscellaneous                                                               18,785                 13,682
                                                                          1,197,209              1,285,314
                                                                         $3,317,891             $3,354,151


                               Capitalization and Liabilities

Capitalization
  Common stock equity                                                    $  844,870             $  834,226 
  Cumulative preferred stock
     Subject to mandatory redemption                                         40,000                 50,000 
     Not subject to mandatory redemption                                     69,704                 69,704
  Long-term debt                                                            874,644                805,814
                                                                          1,829,218              1,759,744 

Current Liabilities
  Long-term debt and preferred stock due within one year                     83,448                 81,506
  Short-term borrowings                                                     100,086                148,598 
  Accounts payable and other accruals                                        79,019                104,612 
  Accrued interest                                                           18,992                 19,084
  Dividends payable                                                          14,212                 15,702 
  Accrued taxes                                                              42,393                 32,820 
                                                                            338,150                402,322 

Other
  Deferred income taxes                                                     518,509                549,160 
  Deferred investment tax credits                                            54,510                 56,760 
  Deferred gain on sale of assets                                           118,205                118,939 
  Trojan decommissioning and transition costs                               388,812                396,873
  Miscellaneous                                                              70,487                 70,353 
                                                                          1,150,523              1,192,085 
                                                                         $3,317,891             $3,354,151 

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

</FN>

</TABLE>


                                                    19
                                                  
<PAGE>




<TABLE>
<CAPTION>

                          Portland General Electric Company and Subsidiaries

                              Consolidated Statements of Capitalization
                              as of June 30, 1995 and December 31, 1994


                                                                     (Unaudited)
                                                                       June 30                  December 31
                                                                        1995                       1994    
                                                                              (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
   shares outstanding                                               $  160,346                 $  160,346 
  Other paid-in capital - net                                          471,182                    470,008
  Unearned compensation                                                 (9,528)                   (12,596)
  Retained earnings                                                    222,870                    216,468
                                                                       844,870    46.2 %          834,226    47.4 %

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, 200,000 and 300,000 shares outstanding                20,000                     30,000 
        Current sinking fund                                           (10,000)                   (10,000)
                                                                        40,000     2.2             50,000     2.8 
  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 1995 through 2000
      4.70% Series due March 1, 1995                                         -                      3,045 
      5-7/8% Series due June 1, 1996                                     5,066                      5,216 
      6.60% Series due October 1, 1997                                  15,363                     15,363
      Medium-term notes - 5.65%-9.27%                                  276,000                    251,000 
    Maturing 2001 through 2007 - 6.47%-9.07%                           260,845                    210,845 
    Maturing 2021 through 2023 - 7.75%-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                                            (8,076)                    (8,355)
    Port of St. Helens, Oregon, due 2010 and 2014
     (Average variable 2.7% - 2.9% for 1994)                            51,600                     51,600
  Capital lease obligations                                             10,438                     11,523 
  Other                                                                   (544)                      (317)
                                                                       948,092                    877,320 
  Long-term debt due within one year                                   (73,448)                   (71,506)
                                                                       874,644    47.8            805,814    45.8 


           Total capitalization                                     $1,829,218   100.0%        $1,759,744   100.0%


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

</TABLE>


                                                    20
                                                  
<PAGE>



<TABLE>
<CAPTION>

                          Portland General Electric Company and Subsidiaries

                            Consolidated Statements of Cash Flow for the
                       Three Months and Six Months Ended June 30, 1995 and 1994

                                             (Unaudited)


                                                                   Three Months Ended               Six Months Ended
                                                                         June 30                        June 30        
                                                                   1995          1994             1995          1994   
                                                                                 (Thousands of Dollars)
<S>                                                            <C>            <C>              <C>             <C>
Cash Provided (Used) By -
Operations:
  Net Income                                                   $  34,800      $  18,540        $  35,440       $  59,727
  Non-cash items included in net income:
    Depreciation and amortization                                 27,019         22,583           50,804          45,142
    Amortization of WNP-3 exchange agreement                       1,227          1,173            2,455           2,347
    Amortization of Trojan investment                              5,946          6,495           12,409          13,216
    Amortization of Trojan decommissioning                         3,510          2,805            6,315           5,610
    Amortization of deferred charges - other                         833            547             (178)          2,886
    Deferred income taxes - net                                     (662)        (2,987)            (690)          4,590
    Other noncash revenues                                          (564)             -             (685)              -
  Changes in working capital:
    (Increase) Decrease in receivables                             9,997         19,162           13,658          (2,432)
    (Increase) Decrease in inventories                              (946)        (2,476)          (7,591)         (1,359)
    Increase (Decrease) in payables                              (47,866)       (49,142)         (18,897)        (16,053)
    Other working capital items - net                             11,629          7,706             (210)          2,993
  Deferred charges - other                                        (9,870)           899           (9,740)           (244)
  Miscellaneous - net                                              2,806          2,607            4,977           2,701
  Trojan disallowance                                                  -              -           36,708               -
                                                                  37,859         27,912          124,775         119,124
Investing Activities:
  Utility construction - new resources                           (13,452)       (26,874)         (29,411)        (49,853)
  Utility construction - other                                   (36,729)       (36,108)         (65,163)        (61,408)
  Energy efficiency programs                                      (5,050)        (5,198)          (8,952)        (10,032)
  Nuclear decommissioning trust contributions                     (7,702)        (2,805)         (10,507)         (5,610)
  Nuclear decommissioning expenditures                             1,670              -            6,608               -
  Other investments                                               (2,477)        (2,441)          (2,978)         (2,546)
                                                                 (63,740)       (73,426)        (110,403)       (129,449)
Financing Activities:
  Short-term debt - net                                          (24,904)        63,280          (48,512)         20,424
  Borrowings from Corporate Owned Life Insurance                       -         19,619            2,589          19,619
  Long-term debt issued                                           75,000              -           75,000               -
  Long-term debt retired                                               -           (150)          (3,045)         (8,882)
  Preferred stock retired                                        (10,000)       (20,000)         (10,000)        (20,000)
  Common stock issued                                                  -              -                -          41,055
  Dividends paid                                                 (14,170)       (18,444)         (29,579)        (39,639)
                                                                  25,926         44,305          (13,547)         12,577

Increase (Decrease) in Cash and
 Cash Equivalents                                                     45         (1,209)             825           2,252
Cash and Cash Equivalents at the Beginning
 of Period                                                        10,370          5,560            9,590           2,099
Cash and Cash Equivalents at the End
 of Period                                                     $  10,415      $   4,351         $ 10,415       $   4,351


Supplemental disclosures of cash flow information
   Cash paid during the period:
     Interest                                                  $  20,603      $  19,389        $  34,781       $  29,765
     Income taxes                                                 45,818         31,560           45,121          25,460


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

</TABLE>


                                                    21
                                                  
<PAGE>


                      Portland General Corporation and Subsidiaries
                   Portland General Electric Company and Subsidiaries


 
                              Part II.  Other Information



Item 1.  Legal Proceedings


For further information, see Portland General's and PGE's reports on
Form 10-K for the year ended December 31, 1994.

                               NONUTILITY


Gerhard W. Gohler, IRA, et al v Robert L. Wood et al, U.S. District
Court for the District of Utah

Portland General, Portland General Holdings, Inc., and certain
affiliated individuals have settled the claims alleged in the class
action for $2.5 million.  Final court approval was obtained in June 1995

with no party having any appeal rights.

                                UTILITY

PGE v. Ronald Eachus, Myron Katz, Nancy Ryles (Oregon Public Utility
Commissioners) and the Oregon Public Utility Commission, Marion County
Oregon Circuit Court

On January 23, 1995 the Court affirmed the PUC's decision in the 1987
rate order related to the gain on PGE's sale of a portion of Boardman
and the Intertie.  This judgement was entered on May 1,1995 and PGE has
since filed a Notice of Appeal with the Oregon Court of Appeals.


Columbia Steel Casting Co., Inc. v. (Columbia Steel) PGE, Pacificorp,
and Myron Katz, Nancy Ryles and Ronald Eachus, U.S. Ninth Circuit Court
of Appeals

On July 24, 1995 the Ninth Circuit Court of Appeals reversed a lower
court ruling regarding Columbia Steel's 1990 lawsuit against PGE and set
aside the $1.3 million judgement against PGE.  The decision holds that
the 1972 territorial allocation agreement between PGE and PacifiCorp,
dba Pacific Power & Light Company, approved by the PUC provides immunity
to PGE under the anti-trust laws.  Columbia Steel has asked for 
reconsideration.

BPA v. WPPSS (WPPSS v. 88  Participants), U.S. District Court for the
Western District of Washington

The parties settlement in the case was approved by the Court on July 6,
1995.  PGE's contribution was $1 million.

Southern California Edison Company v. PGE, Multnomah County Oregon
Circuit Court, August 3, 1994

On June 29, 1995 FERC denied PGE's petition for a declaratory order and
request that FERC take jurisdiction over the contract dispute.  FERC's
ruling means the case will proceed in the Multnomah County Circuit
Court.  A trial date is currently scheduled for October 1995.

                                          22
                                        
<PAGE>


                      Portland General Corporation and Subsidiaries
                   Portland General Electric Company and Subsidiaries

                               Part II.  Other Information


Utility Reform Project and Colleen O'Neil v. Public Utility Commission
of Oregon, Marion County Oregon Circuit Court, March 1995

The Utility Reform Project (URP) filed an appeal of the PUC's order in
PGE's general rate case.  The Multnomah county court granted the PUC's
motion to transfer the case to Marion County where PGE has since

intervened in the case.

Citizens Utility Board of Oregon v. Public Utility Commission of Oregon,
Marion County Oregon Circuit Court, April 1995.

PGE has intervened in the Citizens Utility Board's (CUB) appeal which

challenges the portion of the PUC's order in PGE's general rate case
that authorizes PGE to recover a return on its remaining investment in
Trojan.



Item 6.  Exhibits and Reports on Form 8-K


a.  Exhibits

   Number   Exhibit                               PGC  PGE  


     4      Forty-Fifth Supplemental Indenture      X    X    
            dated May 1, 1995

    27      Financial Data Schedule - UT            X    X   
            (Electronic Filing Only)      



b.  Reports on Form 8-K 

June 13, 1995 - Item 5.  Other Events 

PGE requested an extension from the PUC to file earnings reviews related
to two outstanding power cost deferrals.

                                          23
                                        
<PAGE>



                                     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
                                     (Registrants)





August 9, 1995            By              /s/ Joseph M. Hirko
        
                                               Joseph M. Hirko
                                           Vice President Finance,
                                           Chief Financial Officer,
                                           Chief Accounting Officer,
                                                 and Treasurer

                                          24
                                        
<PAGE>




WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FILED ON FORM 10-Q FOR THE PERIOD ENDED JUNE
30, 1995 FOR PORTLAND GENERAL CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,664,998<F1>
<OTHER-PROPERTY-AND-INVEST>                    322,309
<TOTAL-CURRENT-ASSETS>                         335,120
<TOTAL-DEFERRED-CHARGES>                     1,200,193
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,522,620
<COMMON>                                       190,195
<CAPITAL-SURPLUS-PAID-IN>                      568,700
<RETAINED-EARNINGS>                            117,777
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 866,192<F2>
<PREFERRED-MANDATORY>                           40,000<F3>
<PREFERRED>                                     69,704
<LONG-TERM-DEBT-NET>                           896,588<F4>
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 100,073
<LONG-TERM-DEBT-CURRENT-PORT>                   71,066<F5>
<PREFERRED-STOCK-CURRENT>                       10,000
<CAPITAL-LEASE-OBLIGATIONS>                      8,056<F5>
<LEASES-CURRENT>                                 2,382
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,458,559
<TOT-CAPITALIZATION-AND-LIAB>                3,522,620
<GROSS-OPERATING-REVENUE>                      219,892
<INCOME-TAX-EXPENSE>                            24,205
<OTHER-OPERATING-EXPENSES>
                     148,508
<TOTAL-OPERATING-EXPENSES>                     172,713
<OPERATING-INCOME-LOSS>                         47,179
<OTHER-INCOME-NET>                               5,414<F6>
<INCOME-BEFORE-INTEREST-EXPEN>                  52,593
<TOTAL-INTEREST-EXPENSE>                        17,773<F7>
<NET-INCOME>                                    34,820<F8>
<PREFERRED-STOCK-DIVIDENDS>                      2,417
<EARNINGS-AVAILABLE-FOR-COMM>                   32,403
<COMMON-STOCK-DIVIDENDS>                        15,215
<TOTAL-INTEREST-ON-BONDS>                       60,857<F9>
<CASH-FLOW-OPERATIONS>                          36,924
<EPS-PRIMARY>                                     0.64
<EPS-DILUTED>                                     0.64
<FN>
<F1>INCLUDING CAPITAL LEASE OBLIGATIONS NET OF AMORTIZATION
<F2>INCLUDES UNEARNED COMPENSATION OF $(10,480)
<F3>NET OF MANDATORY SINKING FUND OF $10,000.
<F4>NET OF CURRENT PORTION.
<F5>NET OF CURRENT PORTION OF CAPITAL LEASE OBLIGATIONS.
<F6>EXCLUSIVE OF INTEREST EXPENSE AND PREFERRED DIVIDEND REQUIREMENT FOR PGE.
<F7>INDLUDING AFUDC DEBT.
<F8>PRIOR TO PREFERRED DIVIDEND REQUIREMENTS.
<F9>REPRESENTS THE 12 MONTH-TO-DATE FIGURE ENDING JUNE 30, 1995.
</FN>
        

</TABLE>


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FILED ON FORM 10-Q FOR THE PERIOD ENDED JUNE
30, 1995 FOR PORTLAND GENERAL ELECTRIC COMPANY AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,664,998<F1>
<OTHER-PROPERTY-AND-INVEST>                    133,238
<TOTAL-CURRENT-ASSETS>                         322,446
<TOTAL-DEFERRED-CHARGES>                     1,197,209
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                               3,317,891
<COMMON>                                       160,346
<CAPITAL-SURPLUS-PAID-IN>                      471,182
<RETAINED-EARNINGS>                            222,870
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 844,870<F2>
<PREFERRED-MANDATORY>                           40,000<F3>
<PREFERRED>                                     69,704
<LONG-TERM-DEBT-NET>                           866,588<F4>
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                 100,086
<LONG-TERM-DEBT-CURRENT-PORT>                   71,066<F5>
<PREFERRED-STOCK-CURRENT>                       10,000
<CAPITAL-LEASE-OBLIGATIONS>                      8,056<F5>
<LEASES-CURRENT>                                 2,382
<OTHER-ITEMS-CAPITAL-AND-LIAB>               1,305,139
<TOT-CAPITALIZATION-AND-LIAB>                3,317,891
<GROSS-OPERATING-REVENUE>                      218,476
<INCOME-TAX-EXPENSE>                            23,766
<OTHER-OPERATING-EXPENSES>
                     148,211
<TOTAL-OPERATING-EXPENSES>                     171,977
<OPERATING-INCOME-LOSS>                         46,499
<OTHER-INCOME-NET>                               5,463<F6>
<INCOME-BEFORE-INTEREST-EXPEN>                  51,962
<TOTAL-INTEREST-EXPENSE>                        17,162<F7>
<NET-INCOME>                                    34,800<F8>
<PREFERRED-STOCK-DIVIDENDS>                      2,417
<EARNINGS-AVAILABLE-FOR-COMM>                   32,383
<COMMON-STOCK-DIVIDENDS>                        11,545
<TOTAL-INTEREST-ON-BONDS>                       58,278<F9>
<CASH-FLOW-OPERATIONS>                          37,859
<EPS-PRIMARY>                                        0<F10>
<EPS-DILUTED>                                        0<F10>
<FN>
<F1>INCLUDING CAPITAL LEASE OBLIGATIONS NET OF AMORTIZATION.
<F2>INCLUDES UNEARNED COMPENSATION OF $(9,528).
<F3>NET OF MANDATORY SINKING FUND OF $10,000.
<F4>NET OF CURRENT PORTION.
<F5>NET OF CURRENT PORTION OF CAPITAL LEASE OBLIGATIONS.
<F6>EXCLUSIVE OF INTEREST EXPENSE AND PREFERRED DIVIDEND REQUIREMENT FOR PGE.
<F7>INCLUDING AFUDC DEBT.
<F8>PRIOR TO PREFERRED DIVIDEND REQUIREMENTS.
<F9>REPRESENTS THE 12 MONTH-TO-DATE FIGURE ENDING JUNE 30, 1995.
<F10>THE STOCK OF PORTLAND GENERAL ELECTRIC COMPANY IS FULLY OWNED BY ITS PARENT
COMPANY PORTLAND GENERAL CORPORATION.  SINCE THE STOCK IS NOT PUBLICALLY
TRADED, EPS INFORMATION IS NOT EXTERNALLY REPORTED.
</FN>
        

</TABLE>




                          PORTLAND GENERAL ELECTRIC COMPANY



                                          TO



                                 MARINE MIDLAND BANK
                          (FORMERLY THE MARINE MIDLAND TRUST
                                 COMPANY OF NEW YORK)
                                                                   Trustee.




                          Forty-fifth Supplemental Indenture


                                    Dated May 1, 1995

                                                               


                                First Mortgage Bonds,
                             Medium Term Note Series IV 


                                                         


               Supplemental to Indenture of Mortgage and Deed of Trust,
               dated July 1, 1945 of Portland General Electric Company.

                                        
<PAGE>



                      FORTY-FIFTH   SUPPLEMENTAL  INDENTURE,   dated
                 May 1, 1995,  made by  and between  Portland General
                 Electric    Company,    an    Oregon    corporation
                 (hereinafter  called the  "Company"), party  of the
                 first part, and  Marine Midland Bank  (formerly The
                 Marine Midland  Trust Company  of New York),  a New
                 York   banking   corporation   and  trust   company
                 (hereinafter  called the  "Trustee"), party  of the
                 second part.

                 WHEREAS,  the Company  has heretofore  executed and
                 delivered its  Indenture of  Mortgage  and Deed  of
                 Trust   (herein  sometimes   referred  to   as  the
                 "Original Indenture"),  dated July 1, 1945,  to the
                 Trustee to secure an  issue of First Mortgage Bonds
                 of the Company; and

                 WHEREAS, Bonds in the aggregate principal amount of
                 $34,000,000  have heretofore been  issued under and
                 in  accordance  with  the  terms  of  the  Original
                 Indenture as Bonds of  an initial series designated
                 "First  Mortgage  Bonds,  3-1/8%  Series  due 1975"
                 (herein
 sometimes referred to  as the "Bonds of the
                 1975 Series"); and

                 WHEREAS,  the Company  has heretofore  executed and
                 delivered  to  the  Trustee   several  supplemental
                 indentures which provided, among other  things, for
                 the creation  or issuance of several  new series of
                 First  Mortgage  Bonds  under   the  terms  of  the
                 Original Indenture as follows:


<TABLE>
<CAPTION>
Supplemental                                                          Principal
 Indenture       Dated                  Series                          Amount
<C>             <C>       <C>                                      <C>

First           11-1-47   3-1/2%   Series due 1977                 $  6,000,000(1)
Second          11-1-48   3-1/2%   Series due  1977                   4,000,000(1)
Third           5-1-52    3-1/2%   Second Series due 1977             4,000,000(1)
Fourth          11-1-53   4-1/8%   Series due 1983                    8,000,000(2)
Fifth           11-1-54   3-3/8%   Series due 1984                   12,000,000(1)
Sixth           9-1-56    4-1/4%   Series due 1986                   16,000,000(1)
Seventh         6-1-57    4-7/8%   Series due 1987                   10,000,000(1)
Eighth          12-1-57   5-1/2%   Series due 1987                   15,000,000(3)
Ninth           6-1-60    5-1/4%   Series due 1990                   15,000,000(1)
Tenth           11-1-61   5-1/8%   Series due 1991                   12,000,000(1)
Eleventh        2-1-63    4-5/8%   Series due 1993                   15,000,000(1)
Twelfth         6-1-63    4-3/4%   Series due 1993                   18,000,000(1)
Thirteenth      4-1-64    4-3/4%   Series due 1994                   18,000,000(1)
Fourteenth      3-1-65    4.70%    Series due 1995                   14,000,000(1)
Fifteenth       6-1-66    5-7/8%   Series due 1996                   12,000,000
Sixteenth       10-1-67   6.60%    Series due October 1, 1997        24,000,000
Seventeenth     4-1-70    8-3/4%   Series due April 1, 1977          20,000,000(1)
Eighteenth      11-1-70   9-7/8%   Series due November 1, 2000       20,000,000(4)
Nineteenth      11-1-71   8%       Series due November 1, 2001       20,000,000(4)
Twentieth       11-1-72   7-3/4%   Series due November 1, 2002       20,000,000

</TABLE>

                                        
<PAGE>



                                          2


<TABLE>
<CAPTION>
Supplemental                                                         Principal
 Indenture       Dated                  Series                         Amount
<C>             <C>       <C>                                      <C>

Twenty-first    4-1-73    7.95%    Series due April 1, 2003        $ 35,000,000
Twenty-second   10-1-73   8-3/4%   Series due October 1, 2003        17,000,000(4)
Twenty-third    12-1-74   10-1/2%  Series due December 1, 1980       40,000,000(1)
Twenty-fourth   4-1-75    10%      Series due April 1, 1982          40,000,000(1)
Twenty-fifth    6-1-75    9-7/8%   Series due June 1, 1985           27,000,000(1)
Twenty-sixth    12-1-75   11-5/8%  Series due December 1, 2005       50,000,000(4)
Twenty-seventh  4-1-76    9-1/2%   Series due April 1, 2006          50,000,000(4)
Twenty-eighth   9-1-76    9-3/4%   Series due September 1, 1996      62,500,000(4)
Twenty-ninth    6-1-77    8-3/4%   Series due June 1, 2007           50,000,000(4)
Thirtieth       10-1-78   9.40%    Series due January 1, 1999        25,000,000(4)
Thirty-first    11-1-78   9.80%    Series due November 1, 1998       50,000,000(4)
Thirty-second   2-1-80    13-1/4%  Series due February 1, 2000       55,000,000(4)
Thirty-third    8-1-80    13-7/8%  Series due August 1, 2010         75,000,000(4)
Thirty-sixth    10-1-82   13-1/2%  Series due October 1, 2012        75,000,000(4)
Thirty-seventh  11-15-84  11-5/8%  Extendable Series A due
                                   November 15, 1999                 75,000,000(4)
Thirty-eighth   6-1-85    10-3/4%  Series due June 1, 1995           60,000,000(4)
Thirty-ninth    3-1-86    9-5/8%   Series due March 1, 2016         100,000,000(4)
Fortieth        10-1-90   Medium Term Note Series                   200,000,000
Forty-first     12-1-91   Medium Term Note Series I                 150,000,000
Forty-second    4-1-93    7-3/4%   Series due April 15, 2023        150,000,000
Forty-third     7-1-93    Medium Term Note Series II                 75,000,000
Forty-fourth    8-24-94   Medium Term Note Series III 75,000,000

<FN>
(1) Paid in full at maturity.

(2) This entire issue of Bonds was redeemed out of proceeds  from the sale of 
    First Mortgage Bonds, 3-3/8% Series due 1984.

(3) This entire issue of Bonds was redeemed out of 4-5/8% Series due 1993.

(4) Redeemed in full prior to maturity.
</FN>

</TABLE>


                                        
<PAGE>



                                          3

                 which bonds are sometimes referred to herein as the
                 "Bonds  of the  1977  Series", "Bonds  of the  1977
                 Second Series", "Bonds of the 1983  Series", "Bonds
                 of the  1984 Series",  "Bonds of the  1986 Series",
                 "Bonds of  the 4-7/8%  Series due 1987",  "Bonds of
                 the  5-1/2% Series  due 1987",  "Bonds of  the 1990
                 Series", "Bonds of the  1991 Series", "Bonds of the
                 4-5/8%  Series  due  1993",  "Bonds of  the  4-3/4%
                 Series  due 1993",  "Bonds  of  the  1994  Series",
                 "Bonds  of the  1995  Series", "Bonds  of the  1996
                 Series", "Bonds of the  1997 Series", "Bonds of the
                 1977  Third Series",  "Bonds  of the  2000 Series",
                 "Bonds  of the  2001  Series", "Bonds  of the  2002
                 Series", "Bonds of the  2003 Series", "Bonds of the
                 2003 Second Series",  "Bonds of  the 1980  Series",
                 "Bonds  of the  1982  Series", "Bonds  of the  1985
                 Series", "Bonds of the  2005 Series", "Bonds of the
                 2006 Series",  "Bonds of  the 1996  Second Series",
                 "Bonds  of the  2007  Series", "Bonds  of the  1999
                 Series", "Bonds of the  1998 Series", "Bonds of the
                 2000  Second Series",  "Bonds of the  2010 Series",
                 "Bonds  of  the   2012  Series",   "Bonds  of   the
                 Extendable  Series A",  "Bonds of  the  1995 Second
                 Series", "Bonds of the  2016 Series", "Bonds of the
                 Medium Term Note Series", "Bonds of the Medium Term
                 Note Series I", "Bonds  of the 2023 Series", "Bonds
                 of the Medium Term  Note Series II", and   Bonds of
                 the Medium Term Note Series III , respectively; and

                    WHEREAS,  the  Original Indenture  provides  that
                 the  Company  and  the  Trustee,  subject   to  the
                 conditions and restrictions in the  Original Inden-
                 ture  contained, may  enter  into an  indenture  or
                 indentures   supplemental   thereto,  which   shall
                 thereafter  form a part of said Original Indenture,
                 among  other things,  to mortgage,  pledge, convey,
                 transfer or assign to the Trustee and to subject to
                 the lien  of the  Original Indenture with  the same
                 force and effect as though included in the granting
                 clauses thereof, additional properties  acquired by
                 the Company after the execution and delivery of the
                 Original Indenture, and to provide for the creation
                 of any series of Bonds (other than the Bonds of the
                 1975 Series),  designating the series to be created
                 and specifying the form and provisions of the Bonds
                 of such  series as  therein provided  or permitted,
                 and to provide a sinking, amortization, replacement
                 or  other analogous fund for  the benefit of all or
                 any of the Bonds of any one or more series, of such
                 character and  of such amount, and  upon such terms
                 and  conditions  as  shall  be  contained  in  such
                 supplemental indenture; and

                    WHEREAS, the Company has  heretofore executed and
                 delivered to the  Trustee the Fortieth Supplemental
                 Indenture   and    the   Forty-first   Supplemental
                 Indenture amending in certain respects the Original
                 Indenture,   as   theretofore  supplemented   (such
                 Original  Indenture  as   so  amended   hereinafter
                 referred to as the "Original Indenture"); and

                                        
<PAGE>



                                          4

                    WHEREAS, the  Company desires to  provide for the
                 creation  of a new series  of bonds to  be known as
                 "First Mortgage Bonds, Medium Term Note Series  IV"
                 (sometimes herein referred to  as the "Bonds of the
                 Medium Term  Note Series  IV"), and to  specify the
                 form and  provisions of  the Bonds of  such series,
                 and to mortgage, pledge, convey, transfer or assign
                 to  the Trustee and to  subject to the  lien of the
                 Original  Indenture  certain additional  properties
                 acquired  by the  Company  since the  execution and
                 delivery of the Original Indenture; and

                    WHEREAS,  the  Company intends  at this  time and
                 from time  to time to issue  an aggregate principal
                 amount of  Bonds of the Medium Term  Note Series IV
                 not to  exceed $75,000,000 under and  in accordance
                 with the  terms of  the Original Indenture  and the
                 supplemental indentures above referred to; and

                    WHEREAS,  the  Bonds  of  the  Medium  Term  Note
                 Series   IV   and   the  Trustee's   authentication
                 certificate  to be  executed  on the  Bonds of  the
                 Medium Term Note Series  IV are to be substantially
                 in the following forms, respectively:

                   (Form of Bond of the Medium Term Note Series IV)
                                    [Face of Bond]

                 Registered                               Registered
                 No.                                  $             

                          PORTLAND GENERAL ELECTRIC COMPANY
                   FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES IV
                                     (Fixed Rate)

ORIGINAL ISSUE DATE:           INTEREST RATE:               MATURITY DATE:
                                            %
INTEREST PAYMENT               INTEREST PAYMENT             INITIAL REGULAR
DATES:                         PERIOD:                      REDEMPTION DATE:

INITIAL REGULAR                ANNUAL REGULAR               OPTIONAL REPAYMENT
REDEMPTION PERCENTAGE:         REDEMPTION PERCENTAGE        DATE(S):
                               REDUCTION:

       Portland General Electric Company, an Oregon corporation (hereinafter
  sometimes called the "Company"), for value received, hereby promises to pay 
  to ........................................................................., 
  or registered assigns, ......................................................
  Dollars on the Maturity Date specified above (except to the extent redeemed

                                        
<PAGE>



                                          5

                 or repaid prior to the  Maturity Date), and to  pay
                 interest  thereon  at the  Interest Rate  per annum
                 specified above, until the principal hereof is paid
                 or  duly  made  available  for   payment,  monthly,
                 quarterly, semiannually or  annually, as  specified
                 above as  the Interest  Payment Period, and  on the
                 Interest Payment  Dates  specified above,  in  each
                 year  commencing on the first Interest Payment Date
                 next succeeding  the Original Issue  Date specified
                 above,  unless  the  Original  Issue   Date  occurs
                 between  a Regular Record  Date, as  defined below,
                 and the  next succeeding Interest Payment  Date, in
                 which  case  commencing  on  the   second  Interest
                 Payment Date succeeding the Original Issue Date, to
                 the registered  holder of this bond  on the Regular
                 Record Date with  respect to such Interest  Payment
                 Date, and on  the Maturity Date shown above (or any
                 Redemption Date as described on the  reverse hereof
                 or  any Optional  Repayment Date  specified above).
                 Interest  on this  bond will  accrue from  the most
                 recent Interest Payment Date  to which interest has
                 been paid or  duly provided for or,  if no interest
                 has  been  paid,  from  the   Original  Issue  Date
                 specified  above, until  the  principal hereof  has
                 been paid or  duly made available for payment.   If
                 the Maturity  Date (or  any Redemption Date  or any
                 Optional  Repayment Date)  or  an Interest  Payment
                 Date falls on a day which is not a Business Day  as
                 defined below, principal  or interest payable  with
                 respect to such  Maturity Date (or Redemption  Date
                 or Optional  Repayment  Date) or  Interest  Payment
                 Date will  be paid on the  next succeeding Business
                 Day  with the same force  and effect as  if made on
                 such Maturity Date (or Redemption Date or  Optional
                 Repayment Date)  or Interest  Payment Date,  as the
                 case may be,  and no interest shall  accrue for the
                 period  from  and  after  such  Maturity  Date  (or
                 Redemption  Date or  Optional  Repayment  Date)  or
                 Interest Payment  Date.  The  interest so  payable,
                 and punctually  paid or  duly provided for,  on any
                 Interest  Payment Date  will,  subject  to  certain
                 exceptions,  be paid  to the  person in  whose name
                 this  bond (or  one or  more predecessor  bonds) is
                 registered   at  the  close   of  business  on  the
                 fifteenth day (whether or  not a Business Day) next
                 preceding such Interest Payment Date  (the "Regular
                 Record  Date");  provided,  however, that  interest
                 payable on  the Maturity  Date  (or any  Redemption
                 Date  or  any  Optional  Repayment  Date)  will  be
                 payable to the person  to whom the principal hereof
                 shall be  payable.   Should the Company  default in
                 the payment of interest ("Defaulted Interest"), the
                 Defaulted Interest  shall be paid to  the person in
                 whose name  this bond  (or one or  more predecessor
                 bonds)  is registered  on a subsequent  record date
                 fixed by the Company, which  subsequent record date
                 shall be  fifteen (15) days prior to the payment of
                 such Defaulted Interest.  As used herein, "Business
                 Day"  means  any  day,  other than  a  Saturday  or
                 Sunday,  on which banks in The City of New York are
                 not required or authorized by law to close.

                    Payment of the principal of and interest on this
                 bond will be made in

                                        
<PAGE>



                                          6

                 immediately available funds at the office or agency
                 of the  Company maintained for that  purpose in the
                 Borough of Manhattan, The City of New York, in such
                 coin or currency of the United States of America as
                 at the time of payment  is legal tender for payment
                 of public  and  private debts;  provided,  however,
                 that payment  of interest on  any Interest  Payment
                 Date  other   than  the   Maturity  Date   (or  any
                 Redemption Date or any Optional Repayment Date) may
                 be  made  at the  option  of the  Company  by check
                 mailed  to  the  address  of  the  person  entitled
                 thereto as  such address  shall appear in  the bond
                 register  of   the  Company.    A   person  holding
                 $10,000,000 or  more in aggregate  principal amount
                 of  bonds having  the  same  Interest Payment  Date
                 (whether  having identical  or different  terms and
                 provisions) will be entitled to receive payments of
                 interest by wire transfer of  immediately available
                 funds   if   appropriate   written  wire   transfer
                 instructions have been received  by the Trustee not
                 less  than sixteen  days  prior to  the  applicable
                 Interest Payment Date.

                    Reference   is   hereby   made  to   the  further
                 provisions of  this bond  set forth on  the reverse
                 hereof, and  such further provisions  shall for all
                 purposes have  the same effect as  though fully set
                 forth at this place.

                    This  bond  shall  not  become  or  be  valid  or
                 obligatory for any purpose until the authentication
                 certificate hereon  shall have  been signed  by the
                 Trustee.

                                        
<PAGE>



                                          7

   IN  WITNESS  WHEREOF, PORTLAND  GENERAL  ELECTRIC COMPANY  has caused 
this  instrument to be executed manually  or in  facsimile by  its duly  
authorized officers  and   has  caused  a   facsimile  of  its corporate 
seal to be imprinted hereon.


Dated: ..................

                                  PORTLAND GENERAL ELECTRIC COMPANY,

                                  By: ........................................
                                                      [Title]     


Attest: ...................................
                                 Secretary.

             (Form of Trustee's Authentication Certificate for
                  Bonds of the Medium Term Note Series IV)

   This is  one of the  bonds,  of  the   series designated herein, described
in the within-mentioned Indenture.

                                  MARINE MIDLAND BANK, AS TRUSTEE,

                                  By:  .......................................
                                                  Authorized Officer
                  

                                        
<PAGE>



                                          8

                                  [Reverse of Bond]

                    This  bond is  one  of  the  bonds, of  a  series
                 designated  as Medium  Term  Note Series  IV of  an
                 authorized issue of bonds  of the Company, known as
                 First  Mortgage  Bonds, not  limited as  to maximum
                 aggregate  principal amount, all issued or issuable
                 in  one or  more series  under and  equally secured
                 (except  insofar as  any sinking  fund, replacement
                 fund or other  fund established in  accordance with
                 the   provisions   of  the   Indenture  hereinafter
                 mentioned  may afford  additional security  for the
                 bonds of  any specific  series) by an  Indenture of
                 Mortgage and Deed of Trust dated July 1, 1945, duly
                 executed and delivered by the Company to The Marine
                 Midland  Trust  Company  of New  York  (now  Marine
                 Midland  Bank),  as  Trustee, as  supplemented  and
                 modified  by   forty-five  supplemental  indentures
                 (such Indenture of Mortgage and Deed of Trust as so
                 supplemented and modified being  hereinafter called
                 the  "Indenture"),  to  which  Indenture   and  all
                 indentures   supplemental  thereto,   reference  is
                 hereby  made  for  a description  of  the  property
                 mortgaged and pledged  as security for  said bonds,
                 the  nature and  extent  of the  security, and  the
                 rights,  duties and  immunities  thereunder of  the
                 Trustee, the  rights of  the holders of  said bonds
                 and of the Trustee and of the Company in respect of
                 such security, and the  terms upon which said bonds
                 may be issued thereunder.

                    This  bond will  not be  subject to  any  sinking
                 fund.

                    This  bond may  be subject  to repayment  at  the
                 option  of the  holder  on the  Optional  Repayment
                 Date(s), if any, indicated on the  face hereof.  If
                 no Optional  Repayment Dates  are set forth  on the
                 face  hereof, this bond may not be so repaid at the
                 option of the holder  hereof prior to maturity.  On
                 any Optional  Repayment  Date this  bond  shall  be
                 repayable  in whole  or  in part  in increments  of
                 $1,000  (provided  that  any   remaining  principal
                 hereof shall be at least $100,000) at the option of
                 the  holder hereof  at a  repayment price  equal to
                 100% of the principal amount to be repaid, together
                 with  interest  thereon  payable  to  the  date  of
                 repayment.   For this bond to be repaid in whole or
                 in part at  the option of  the holder hereof,  this
                 bond  must  be  received,  with  the  form entitled
                 "Option  to Elect Repayment"  below duly completed,
                 by the Trustee at 140 Broadway, New York, New  York
                 10005-1180, or such address which the Company shall
                 from time to time notify  the holders of the bonds,
                 not more than 60 nor less than 20  days prior to an
                 Optional   Repayment  Date.     Exercise   of  such
                 repayment  option by  the  holder hereof  shall  be
                 irrevocable.

                                        
<PAGE>



                                          9

                    This bond may be  redeemed by the  Company on any
                 date on  and after the  Initial Regular  Redemption
                 Date,  if any, indicated on the face hereof.  If no
                 Initial Regular Redemption Date is set forth on the
                 face hereof, this bond may not be redeemed prior to
                 maturity,   except  as   provided  in   the  second
                 succeeding paragraph.    On and  after the  Initial
                 Regular Redemption  Date, if any, this  bond may be
                 redeemed  at any time in whole or from time to time
                 in part in increments  of $1,000 (provided that any
                 remaining  principal  hereof   shall  be  at  least
                 $100,000)  at  the option  of  the  Company at  the
                 applicable  Regular  Redemption  Price (as  defined
                 below)  together with  interest thereon  payable to
                 the date  of such  redemption, on notice  given not
                 more  than 90 nor less  than 30 days  prior to such
                 date.  Any date  on which Bonds are to  be redeemed
                 is herein called a "Redemption Date".

                    The  "Regular  Redemption Price"  shall initially
                 be the Initial Regular Redemption Percentage, shown
                 on the face hereof, of the principal amount of this
                 bond  to  be redeemed  and  shall  decline at  each
                 anniversary of the Initial Regular Redemption Date,
                 shown  on the  face hereof,  by the  Annual Regular
                 Redemption Percentage  Reduction, if any,  shown on
                 the  face hereof,  of  the principal  amount to  be
                 redeemed until the Regular Redemption Price is 100%
                 of such principal amount.

                    The  Bonds may be redeemed prior to maturity as a
                 whole at any time or in part  from time to time (in
                 increments as  specified  in the  second  preceding
                 paragraph)  in  the   instances  provided  in   the
                 Indenture by  the  application of  proceeds of  the
                 sale or disposition substantially as an entirety of
                 the  Company's  electric  properties  at  Portland,
                 Oregon,  upon  payment   of  the  principal  amount
                 thereof, together with interest accrued to the date
                 of such redemption, on  notice given as provided in
                 such second preceding paragraph.

                    Interest  payments  on  this  bond  will  include
                 interest  accrued  to  but excluding  the  Interest
                 Payment Date or the Maturity Date, as  the case may
                 be.    Interest  payments  for this  bond  will  be
                 computed and paid on the basis of a 360-day year of
                 twelve 30-day months.

                    If this  bond or any  portion thereof ($1,000  or
                 an integral  multiple thereof) is  duly called  for
                 redemption  and  payment   duly  provided  for   as
                 specified in  the  Indenture,  this  bond  or  such
                 portion thereof  shall cease to be  entitled to the
                 lien  of  the Indenture  from  and  after the  date
                 payment is  so provided for and shall cease to bear
                 interest from  and after the redemption  date fixed
                 for such redemption.

                    In the event  of the selection for redemption  of
                 a  portion  only of  the  principal  of this  bond,
                 payment of the redemption price will be made only 

                                        
<PAGE>



                                          10

                 upon surrender of this bond  in exchange for a bond
                 or bonds (but only of authorized denominations) for
                 the  unredeemed balance of  the principal amount of
                 this bond.

                    The  Indenture contains provisions permitting the
                 Company and  the Trustee,  with the consent  of the
                 holders of  not less than seventy-five  per cent in
                 principal amount of the  bonds (exclusive of  bonds
                 disqualified  by reason  of the  Company's interest
                 therein)  at  the time  outstanding,  including, if
                 more  than one series of bonds shall be at the time
                 outstanding,   not  less  than   sixty  percent  in
                 principal   amount  of  each  series  affected,  to
                 effect,  by   an  indenture  supplemental   to  the
                 Indenture,  modifications  or  alterations  of  the
                 Indenture and of the  rights and obligations of the
                 Company  and  of  the  holders  of  the  bonds  and
                 coupons;   provided,   however,   that    no   such
                 modification  or alteration  shall be  made without
                 the written  approval  or  consent  of  the  holder
                 hereof which  will (a) extend the  maturity of this
                 bond  or  reduce the  rate  or extend  the  time of
                 payment of interest hereon  or reduce the amount of
                 the principal hereof or  reduce any premium payable
                 on the  redemption hereof, (b)  permit the creation
                 of any  lien, not otherwise permitted,  prior to or
                 on  a parity with the lien of the Indenture, or (c)
                 reduce the percentage  of the  principal amount  of
                 the  bonds  upon the  approval  or  consent of  the
                 holders  of which modifications  or alterations may
                 be made as aforesaid.

                    This  bond  is  transferable  by  the  registered
                 owner  hereof in  person  or by  his attorney  duly
                 authorized  in  writing,  at  the  corporate  trust
                 office of the Trustee  in the Borough of Manhattan,
                 City and State of New York,  upon surrender of this
                 bond for cancellation and upon payment of any taxes
                 or other  governmental  charges payable  upon  such
                 transfer, and  thereupon a  new registered  bond or
                 bonds of  the same series  and of a  like aggregate
                 principal amount will  be issued to the  transferee
                 or transferees in exchange therefor.

                    The  Company, the  Trustee and  any paying  agent
                 may deem and  treat the person  in whose name  this
                 bond is registered as the absolute owner hereof for
                 the purpose of receiving  payments of or an account
                 of  the principal hereof  and interest  due hereon,
                 and  for all  other purposes,  whether or  not this
                 bond shall be overdue, and neither the Company, the
                 Trustee nor  any paying agent shall  be affected by
                 any notice to the contrary.

                    Bonds of this  series are issuable only in  fully
                 registered form without coupons in denominations of
                 $100,000 or integral multiples  of $1,000 in excess
                 thereof.  The  registered owner of this bond at his
                 option may  surrender the same for  cancellation at
                 said office of the  Trustee and receive in exchange
                 therefor  the  same aggregate  principal  amount of
                 registered bonds

                                        
<PAGE>



                                          11

                 of  the same  series and  with the  same  terms and
                 provisions, including the same issue date, maturity
                 date, and  redemption provisions, if any, and which
                 bear  interest  at  the  same rate,  but  of  other
                 authorized denominations, upon payment of any taxes
                 or other  governmental  charges payable  upon  such
                 exchange and  subject to  the terms  and conditions
                 set forth in the Indenture.

                    If  an  event  of  default  as  defined  in   the
                 Indenture  shall occur, the  principal of this bond
                 may become  or be  declared due and  payable before
                 maturity in the manner and with the effect provided
                 in the Indenture.  The holders, however, of certain
                 specified  percentages  of the  bonds  at the  time
                 outstanding, including in  certain cases  specified
                 percentages of bonds of  particular series, may  in
                 the cases,  to the  extent and as  provided in  the
                 Indenture,  waive  certain defaults  thereunder and
                 the consequences of such defaults.

                    No recourse shall be  had for the  payment of the
                 principal of or the  interest on this bond, or  for
                 any  claim based  hereon, or  otherwise  in respect
                 hereof   or   of   the   Indenture,   against   any
                 incorporator,  shareholder,  director  or  officer,
                 past, present or future, as such, of the Company or
                 of any predecessor or successor corporation, either
                 directly or through the Company or such predecessor
                 or successor corporation, under any constitution or
                 statute or rule  of law, or  by the enforcement  of
                 any assessment  or penalty, or  otherwise, all such
                 liability of incorporators, shareholders, directors
                 and officers, as such, being waived and released by
                 the holder  and owner  hereof by the  acceptance of
                 this bond and as provided in the Indenture.

                    The Indenture  provides that this  bond shall  be
                 deemed  to be a contract made under the laws of the
                 State of New  York, and for  all purposes shall  be
                 construed  in accordance  with and governed  by the
                 laws of said State.

                              OPTION TO ELECT REPAYMENT

                    The  undersigned  hereby  irrevocably  request(s)
                 and instruct(s) the Company  to repay this bond (or
                 portion hereof  specified  below) pursuant  to  its
                 terms  at a  price  equal to  the principal  amount
                 hereof  together  with  interest to  the  repayment
                 date, to the undersigned, at...........................
                 ...................................................
                 ...................................................
                 (Please print or typewrite name and address of the
                 undersigned)

                    For  this bond  to be  repaid, the  Trustee  must
                 receive at 140 Broadway,  New York, New York 10005-
                 1180, or at such other place or places of which the
                 Company shall  from time to time  notify the holder
                 of this bond,

                                        
<PAGE>



                                          12

                 not more than 60  nor less than 20 days prior to an
                 Optional Repayment Date, if  any, shown on the face
                 of this  bond, this bond with this "Option to Elect
                 Repayment" form duly completed.

                    If less than the entire principal amount of  this
                 bond is  to be  repaid, specify the  portion hereof
                 (which shall be in  increments of $1,000) which the
                 holder  elects  to  have  repaid  and  specify  the
                 denomination or  denominations (which shall be $100,000 
                 or an
                 integral multiple of $1,000 in  excess of $100,000)
                 of the bonds  to be  issued to the  holder for  the
                 portion  of  this bond  not  being  repaid (in  the
                 absence of  any such  specification, one  such bond
                 will be issued for the portion not being repaid).

                 $........................  ...................................
                                            NOTICE:  The signature on this 
                 Date.....................  Option to Elect Repayment must 
                                            correspond with the name as written
                                            upon the face of this bond in every
                                            particular, without alteration or 
                                            enlargement or any change whatever.

                    (End of Form of Bond of the Medium Term Note Series IV)

                 and

                    WHEREAS,  all acts  and proceedings  required  by
                 law and by the charter or articles of incorporation
                 and  bylaws of  the Company  necessary to  make the
                 Bonds  of the  Medium  Term Note  Series  IV to  be
                 issued hereunder,  when  executed by  the  Company,
                 authenticated and delivered by the Trustee and duly
                 issued, the valid, binding and legal obligations of
                 the  Company, and  to constitute  this Supplemental
                 Indenture a valid and binding instrument, have been
                 done and  taken; and the execution  and delivery of
                 this  Supplemental  Indenture  have  been   in  all
                 respects duly authorized;

                    NOW,  THEREFORE,   THIS  SUPPLEMENTAL   INDENTURE
                 WITNESSETH, that, in order to secure the payment of
                 the principal of, premium,  if any, and interest on
                 all Bonds at any  time issued and outstanding under
                 the Original Indenture as supplemented and modified
                 by    the   forty-four    supplemental   indentures
                 hereinbefore  described  and  as  supplemented  and
                 modified by this Supplemental  Indenture, according
                 to their  tenor, purport and effect,  and to secure
                 the performance and observance of all the covenants
                 and  conditions therein  and herein  contained, and
                 for the  purpose of  confirming and  perfecting the
                 lien of the Original Indenture on the properties of
                 the  Company hereinafter described, or referred to,
                 and for and in consideration of the premises and of
                 the   mutual   covenants   herein  contained,   and
                 acceptance of the Bonds of the Medium

                                        
<PAGE>



                                          13

                 Term Note Series IV by the holders thereof, and for
                 other valuable consideration,  the receipt  whereof
                 is  hereby acknowledged,  the Company  has executed
                 and  delivered this  Supplemental Indenture  and by
                 these presents does grant, bargain,  sell, warrant,
                 alien, convey, assign, transfer,  mortgage, pledge,
                 hypothecate,  set over and confirm unto the Trustee
                 the  following  property,  rights,  privileges  and
                 franchises  (in addition  to  all  other  property,
                 rights,   privileges   and  franchises   heretofore
                 subjected to the lien  of the Original Indenture as
                 supplemented   by   the   forty-four   supplemental
                 indentures    hereinbefore   described    and   not
                 heretofore released from the lien thereof), to wit:

                                      CLAUSE I

                    Without in  any way limiting anything hereinafter
                 described, all and singular the lands, real estate,
                 chattels real, interests in land, leaseholds, ways,
                 rights-of-way,  easements, servitudes,  permits and
                 licenses,  lands  under  water,   riparian  rights,
                 franchises, privileges, electric generating plants,
                 electric transmission and distribution systems, and
                 all apparatus and  equipment appertaining  thereto,
                 offices, buildings, warehouses, garages,  and other
                 structures,  tracks,  machine shops,  materials and
                 supplies   and   all   property   of   any   nature
                 appertaining  to   any  of  the   plants,  systems,
                 business  or operations of  the Company, whether or
                 not affixed to the realty, used in the operation of
                 any  of  the  premises  or  plants  or  systems  or
                 otherwise, which have been  acquired by the Company
                 since  the execution  and delivery of  the Original
                 Indenture  and  not   heretofore  included  in  any
                 indenture  supplemental thereto,  and now  owned or
                 which may  hereafter  be acquired  by  the  Company
                 (other  than excepted  property as  defined in  the
                 Original Indenture).

                                     CLAUSE II

                    All  corporate,  Federal,  State,  municipal  and
                 other permits, consents, licenses, bridge licenses,
                 bridge rights, river  permits, franchises,  grants,
                 privileges  and  immunities   of  every  kind   and
                 description, owned,  held, possessed or  enjoyed by
                 the  Company  (other  than  excepted   property  as
                 defined   in  the   Original  Indenture)   and  all
                 renewals,     extensions,      enlargements     and
                 modifications  of  any  of  them,  which have  been
                 acquired by the Company since the execution and the
                 delivery   of  the   Original  Indenture   and  not
                 heretofore included in  any indenture  supplemental
                 thereto, and  now owned  or which may  hereafter be
                 acquired by the Company.

                                     CLAUSE III

                    Together  with   all  and  singular  the  plants,
                 buildings, improvements,

                                        
<PAGE>



                                          14

                 additions,  tenements,  hereditaments,   easements,
                 rights, privileges, licenses and franchises and all
                 other appurtenances whatsoever belonging or  in any
                 wise pertaining  to  any  of  the  property  hereby
                 mortgaged or pledged, or intended so to be,  or any
                 part thereof,  and  the reversion  and  reversions,
                 remainder  and remainders, and the rents, revenues,
                 issues,  earnings,  income,  products  and  profits
                 thereof, and every part and parcel thereof, and all
                 the estate, right, title, interest, property, claim
                 and  demand  of  every  nature  whatsoever  of  the
                 Company at law,  in equity or otherwise  howsoever,
                 in,  of  and to  such property  and every  part and
                 parcel thereof.

                    TO  HAVE AND TO HOLD all of  said property, real,
                 personal and mixed, and all and singular the lands,
                 properties, estates, rights, franchises, privileges
                 and   appurtenances  hereby   mortgaged,  conveyed,
                 pledged or assigned, or intended so to be, together
                 with all the appurtenances thereto appertaining and
                 the  rents, issues  and profits  thereof, unto  the
                 Trustee and its successors and assigns, forever:

                    SUBJECT,    HOWEVER,    to    the     exceptions,
                 reservations,       restrictions,       conditions,
                 limitations, covenants and matters contained in all
                 deeds  and other instruments whereunder the Company
                 has acquired any of  the property now owned by  it,
                 and   to  permitted  encumbrances   as  defined  in
                 Subsection  B  of  Section  1.11  of  the  Original
                 Indenture;

                    BUT  IN  TRUST NEVERTHELESS,  for  the  equal and
                 proportionate use, benefit, security and protection
                 of those who from time to time shall hold the Bonds
                 and coupons authenticated  and delivered under  the
                 Original Indenture and the  forty-four supplemental
                 indentures    hereinbefore   described    or   this
                 Supplemental Indenture, and duly issued by the Com-
                 pany,  without  any  discrimination, preference  or
                 priority of any  one bond or coupon over  any other
                 by reason of priority in the time of issue, sale or
                 negotiation   thereof   or  otherwise,   except  as
                 provided  in   Section   11.28  of   the   Original
                 Indenture,  so that, subject to said Section 11.28,
                 each and all of  said Bonds and coupons shall  have
                 the  same  right,  lien  and  privilege  under  the
                 Original Indenture and the  forty-four supplemental
                 indentures   hereinbefore    described,   or   this
                 Supplemental  Indenture,  and   shall  be   equally
                 secured thereby and hereby  and shall have the same
                 proportionate  interest  and  share  in  the  trust
                 estate, with the same effect as if all of the Bonds
                 and coupons  had been  issued, sold and  negotiated
                 simultaneously  on  the  date of  delivery  of  the
                 Original Indenture;

                    AND  UPON  THE  TRUSTS,  USES  AND  PURPOSES  and
                 subject to the covenants, agreements and conditions
                 in  the  Original  Indenture  and   the  forty-four
                 supplemental indentures  hereinbefore described and
                 herein set forth and declared.

                                        
<PAGE>



                                          15

                                     ARTICLE ONE.

                     BONDS OF THE MEDIUM TERM NOTE SERIES IV AND
                         CERTAIN PROVISIONS RELATING THERETO.

                    SECTION   1.01.   Certain Terms of  Bonds of  the
                 Medium  Term  Note   Series  IV.     The  aggregate
                 principal amount  of the  Bonds of the  Medium Term
                 Note  Series IV  shall be  limited  to $75,000,000,
                 excluding,  however, any Bonds  of the  Medium Term
                 Note Series IV which may be executed, authenticated
                 and delivered in exchange  for or in lieu of  or in
                 substitution   for  other  Bonds   of  such  Series
                 pursuant   to  the   provisions  of   the  Original
                 Indenture or of this Supplemental Indenture.

                    The  definitive  Bonds  of the  Medium  Term Note
                 Series  IV   shall  be   issuable  only   in  fully
                 registered form without coupons in the denomination
                 of $100,000,  or any amount in  excess thereof that
                 is  a  multiple of    $1,000.  Notwithstanding  the
                 provisions   of  Section   2.05  of   the  Original
                 Indenture, each Bond of the Medium Term Note Series
                 IV  shall   be  dated  as   of  the  date   of  its
                 authentication, and  shall mature on such  date not
                 less than  nine months  nor more than  thirty years
                 from such date, shall bear interest from such date,
                 shall bear  interest at  such rate or  rates, which
                 may be fixed or variable, and have such other terms
                 and conditions  not inconsistent with  the Original
                 Indenture as the Board of Directors of the Company,
                 or any  officer of  the Company acting  pursuant to
                 authority  granted by  the  Board of  Directors may
                 determine (the execution of  any bond of the Medium
                 Term Note  Series IV  by any authorized  officer of
                 the  Company being,  with regard  to any  holder of
                 such  bond, conclusive evidence  of such approval).
                 Interest on Bonds of the Medium Term Note Series IV
                 shall be  payable on  the dates established  on the
                 date  of   first   authentication  of   such   Bond
                 ("Original Issue Date").   The person in whose name
                 any  Bond of  the  Medium Term  Note  Series IV  is
                 registered  at  the   close  of  business  on   the
                 applicable record date with respect to any interest
                 payment  date  shall  be entitled  to  receive  the
                 interest payable  thereon on such  interest payment
                 date notwithstanding the cancellation of  such Bond
                 upon any transfer or exchange thereof subsequent to
                 such record date and prior to such interest payment
                 date,  unless the  Company  shall  default  in  the
                 payment  of  the  interest  due  on  such  interest
                 payment date, in which case such defaulted interest
                 shall be paid to the person in whose name such Bond
                 is registered on a  subsequent record date fixed by
                 the  Company, which subsequent record date shall be
                 fifteen  (15) days  prior  to the  payment of  such
                 defaulted interest.   Such interest payments  shall
                 be made  in  such  manner  and in  such  places  as
                 provided  on the Form  of Bonds of  the Medium Term
                 Note  Series  IV  set  forth  in  this Supplemental
                 Indenture.    The principal  of  the  Bonds of  the
                 Medium Term Note Series IV shall be  payable in any
                 coin or currency

                                        
<PAGE>



                                          16

                 of  the United States of America  which at the time
                 of  payment  is legal  tender  for  the payment  of
                 public and private debts at the office or agency of
                 the Company  in the Borough of  Manhattan, City and
                 State  of New  York, and  interest and  premium, if
                 any, on such Bonds shall be payable in like coin or
                 currency at said office or agency.

                    The  definitive Bonds  of  the Medium  Term  Note
                 Series  IV may  be  issued in  the  form of  Bonds,
                 engraved, printed or lithographed on steel engraved
                 borders.

                    Upon compliance  with the  provisions of  Section
                 2.06 of  the Original Indenture and  as provided in
                 this  Supplemental Indenture,  and upon  payment of
                 any taxes  or  other governmental  charges  payable
                 upon such  exchange, Bonds of the  Medium Term Note
                 Series  IV may be exchanged for a new Bond or Bonds
                 of  different  authorized  denominations   of  like
                 aggregate principal amount.

                    The  Trustee hereunder  shall, by  virtue of  its
                 office  as  such  Trustee,  be  the  registrar  and
                 transfer agent  of the  Company for the  purpose of
                 registering  and transferring  Bonds of  the Medium
                 Term Note Series IV.

                    Notwithstanding  the  provisions of  Section 2.11
                 of the Original Indenture,  no service charge shall
                 be made  for any exchange  or transfer of  Bonds of
                 the Medium Term Note Series IV, but  the Company at
                 its option may require  payment of a sum sufficient
                 to  cover  any  tax or  other  governmental  charge
                 incident thereto.

                    SECTION 1.02.   Redemption  Provisions for  Bonds
                 of  the Medium Term Note  Series IV.   The Bonds of
                 the  Medium Term Note Series IV shall be subject to
                 redemption prior to maturity as a whole at any time
                 or  in part  from  time to  time  as the  Board  of
                 Directors  of the  Company, or  any officer  of the
                 Company acting pursuant to authority granted by the
                 Board of Directors may  determine, and as set forth
                 on the Form of Bonds of the Medium Term Note Series
                 IV set forth in this Supplemental Indenture.

                    The  Bonds of  the  Medium Term  Note  Series  IV
                 which are  redeemable on  the payment of  a Regular
                 Redemption Price  as provided  for in  this Section
                 1.02 may  be redeemed  at  such Regular  Redemption
                 Price  through  the application  of  cash deposited
                 with the  Trustee pursuant  to Section 6.04  of the
                 Original Indenture  upon  the taking,  purchase  or
                 sale of any property subject to  the lien hereof or
                 thereof in the manner set forth in said Section.

                    The  Bonds of the Medium Term Note  Series IV are
                 also subject to  redemption through the application
                 of proceeds of the sale or disposition

                                        
<PAGE>



                                          17

                 substantially  as  an  entirety  of  the  Company's
                 electric  properties  at  Portland,  Oregon,  which
                 proceeds are required by the  provisions of Section
                 7.01 of the Original Indenture to be applied to the
                 retirement of Bonds, upon payment of  the principal
                 amount  thereof  together  with   interest  thereon
                 payable to the date of redemption.

                    SECTION 1.03.   Notwithstanding the provisions of
                 Section  4.07  of   the  Original  Indenture,   the
                 provisions of Sections 4.04,  4.05, and 4.06 of the
                 Original  Indenture shall remain  in full force and
                 effect  and shall  be performed  by the  Company so
                 long as any Bonds of the Medium Term Note Series IV
                 remain outstanding.   The Bonds of  the Medium Term
                 Note Series IV which  are redeemable on the payment
                 of a  Regular Redemption  Price as provided  for in
                 Section 1.02  of this Supplemental Indenture may be
                 redeemed  at such  Regular  Redemption  Price  with
                 moneys remaining  in the replacement  fund provided
                 for in said Section 4.04 of the Original Indenture.

                    SECTION 1.04.  The  requirements which are stated
                 in the next to the  last paragraph of Section  1.13
                 and in Clause (9) of Paragraph A of Section 3.01 of
                 the Original Indenture to  be applicable so long as
                 any of the Bonds of the 1975 Series are outstanding
                 shall remain applicable so long as any of the Bonds
                 of the Medium Term Note Series IV are outstanding.

                    SECTION 1.05.   Notwithstanding the provisions of
                 Section  2.06  or  Section  2.10  of  the  Original
                 Indenture, the Company shall not be required (i) to
                 issue,   register,  discharge   from  registration,
                 exchange or  transfer any  Bond of the  Medium Term
                 Note Series  IV for a  period of fifteen  (15) days
                 next  preceding  any selection  by  the  Trustee of
                 Bonds  of  the Medium  Term  Note Series  IV  to be
                 redeemed  or  (ii)   to  register,  discharge  from
                 registration, exchange or transfer  any Bond of the
                 Medium  Term   Note  Series  IV   so  selected  for
                 redemption in its entirety  or (iii) to exchange or
                 transfer any portion of a  Bond of the Medium  Term
                 Note Series  IV which portion has  been so selected
                 for redemption.

                    SECTION  1.06.   So  long  as  any Bonds  of  the
                 Medium Term Note Series IV remain outstanding,  all
                 references   to   the    minimum   provision    for
                 depreciation   in  the   form  of   certificate  of
                 available additions set  forth in  Section 3.03  of
                 the  Original Indenture  shall be  included  in any
                 certificate of available  additions filed with  the
                 Trustee, but whenever Bonds of the Medium Term Note
                 Series  IV  shall  no  longer  be  outstanding, all
                 references   to   such   minimum   provisions   for
                 depreciation   may  be   omitted   from  any   such
                 certificate.

                    SECTION  1.07.  I.   Each  holder of  any Bond of
                 the Medium Term

                                        
<PAGE>



                                          18

                 Note  Series IV  by acceptance  of such  Bond shall
                 thereby  consent   that,  at  any  time  after  the
                 requisite consents, if any, of the holders of Bonds
                 of   other  series   shall  have   been  given   as
                 hereinafter  provided,  Subsections   A  and  G  of
                 Section 1.10  of the Original Indenture  be amended
                 so as to read as follows:

                    "A.  The term `bondable  public utility property'
                 shall  mean and comprise  any tangible property now
                 owned  or hereafter  acquired  by  the Company  and
                 subjected to  the lien of this  Indenture, which is
                 located   in  the  States  of  Oregon,  Washington,
                 California,  Arizona,  New Mexico,  Idaho, Montana,
                 Wyoming, Utah and Nevada and  is used or is  useful
                 to it in the business of furnishing or distributing
                 electricity for heat, light  or power or other use,
                 or supplying hot water  or steam for heat or  power
                 or steam  for  other purposes,  including,  without
                 limiting  the  generality  of  the  foregoing,  all
                 properties necessary or appropriate for purchasing,
                 generating, manufacturing, producing, transmitting,
                 supplying,   distributing   and/or   disposing   of
                 electricity, hot water or steam; provided, however,
                 that  the term  `bondable public  utility property'
                 shall  not be  deemed  to  include any  nonbondable
                 property,  as  defined  in  Subsection  B  of  this
                 Section 1.10, or any excepted property."

                    "G.      The   term   `minimum   provision    for
                 depreciation' for  the period  from March  31, 1945
                 through December  31, 1966, as  applied to bondable
                 public utility property, whether  or not subject to
                 a prior lien, shall mean $35,023,487.50.

                    "The  term  `minimum provision  for depreciation'
                 for  any calendar year  subsequent to  December 31,
                 1966,  as  applied   to  bondable  public   utility
                 property, shall  mean the greater of  (i) an amount
                 equal to 2% of  depreciable bondable public utility
                 property,  as shown by the  books of the Company as
                 of January  1 of such  year, with respect  to which
                 the  Company  was  as  of that  date  required,  in
                 accordance  with sound accounting practice, to make
                 appropriations  to   a  reserve  or   reserves  for
                 depreciation  or obsolescence,  or (ii)  the amount
                 actually appropriated  by the Company on  its books
                 of   account   to  a   reserve   or  reserves   for
                 depreciation   or   obsolescence   in  respect   of
                 depreciable  bondable  public utility  property for
                 such calendar  year, in either case  less an amount
                 equal  to the aggregate  of (a)  the amount  of any
                 property  additions which during such calendar year
                 were  included in  an  officers' certificate  filed
                 with the  Trustee as the  basis for a  sinking fund
                 credit pursuant to the provisions of a sinking fund
                 for Bonds  of any series,  and (b) 166-2/3%  of the
                 principal amount of Bonds of any series which shall
                 have been delivered  to the Trustee as a credit, or
                 which the Company shall have  elected to apply as a
                 credit, against any sinking fund payment due during
                 such calendar year for Bonds of any

                                        
<PAGE>



                                          19

                 series,  or  which  shall  have  been  redeemed  in
                 anticipation  of,  or out  of  moneys  paid to  the
                 Trustee on account of, any sinking fund payment due
                 during such calendar year  for Bonds of any series.
                 Bonds delivered to the Trustee as, or applied as, a
                 credit against any sinking  fund payment and  Bonds
                 redeemed   in  anticipation  of  any  sinking  fund
                 payment,  regardless of  the  time when  they  were
                 actually  delivered,  applied   or  redeemed,   for
                 purposes  of the preceding sentence shall be deemed
                 to have been delivered, applied or redeemed, as the
                 case  may be, on the sinking fund payment date when
                 such sinking fund payment  was due.  Bonds redeemed
                 out of moneys paid to the Trustee on account of any
                 sinking fund payment shall, regardless of the  date
                 when they were redeemed, for purposes of the second
                 preceding sentence, be deemed to have been redeemed
                 on the later of  (i) the date on which  such moneys
                 were paid to the  Trustee or (ii) the  sinking fund
                 payment date  when  such sinking  fund payment  was
                 due.

                    "The minimum  provision for depreciation for  any
                 calendar year subsequent  to December 31,  1966, as
                 applied  to  bondable public  utility  property not
                 subject to a prior lien, shall be determined as set
                 forth  in  the  paragraph   immediately  preceding,
                 except  that all references therein to `depreciable
                 bondable public  utility property' shall  be deemed
                 to be `depreciable bondable public utility property
                 not subject to a prior lien'.

                    "The   minimum  provision   for  depreciation  as
                 applied to bondable public utility property and the
                 minimum  provision for  depreciation as  applied to
                 bondable public  utility property not  subject to a
                 prior lien for any  period commencing subsequent to
                 December 31, 1966 which is of twelve whole calendar
                 months' duration but is  other than a calendar year
                 or  which is  of  less than  twelve whole  calendar
                 months' duration shall be determined by multiplying
                 the number of whole  calendar months in such period
                 by   one-twelfth   of  the   corresponding  minimum
                 provision  for  depreciation  for the  most  recent
                 calendar year  completed prior  to the end  of such
                 period, and fractions of  a calendar month shall be
                 disregarded.

                    "The aggregate  amount of  the minimum  provision
                 for  depreciation  as  applied to  bondable  public
                 utility property  and the  aggregate amount  of the
                 minimum  provision for  depreciation as  applied to
                 bondable public utility  property not subject to  a
                 prior lien from March 31, 1945 to any date shall be
                 the sum of the corresponding minimum  provision for
                 depreciation  for  each  completed   calendar  year
                 between December  31, 1966 and such  date, plus the
                 corresponding  minimum  provision for  depreciation
                 for  the period, if any,  from the end  of the most
                 recent such completed  calendar year to such  date,
                 in each  case determined  as set forth  above, plus
                 $35,023,487.50.

                    "All  Bonds  credited  against  any sinking  fund
                 payment due subsequent

                                        
<PAGE>



                                          20

                 to December  31, 1966 for  Bonds of any  series and
                 (except as provided in Section 9.04 with respect to
                 Bonds on which a  notation of partial payment shall
                 be made)  all Bonds redeemed in  anticipation of or
                 out of moneys paid to the Trustee as a part of  any
                 sinking fund payment due subsequent to December 31,
                 1966 for Bonds of any series, shall be canceled and
                 no such  Bonds, nor  any property  additions which,
                 subsequent to  December 31, 1966,  shall have  been
                 included in an officers' certificate filed with the
                 Trustee  as the  basis  for a  sinking fund  credit
                 pursuant to  the provisions  of a sinking  fund for
                 Bonds of any series, shall be made the basis of the
                 authentication and  delivery  of Bonds  or  of  any
                 other further action or credit hereunder."

                   II.  Each holder of  any Bond of the  Medium Term
                 Note Series  IV, by  acceptance of such  Bond shall
                 thereby  consent  that,  at  any   time  after  the
                 requisite consents, if any, of the holders of Bonds
                 of  other   series   shall  have   been  given   as
                 hereinafter provided:

                     (1) Subsection  A   of  Section   1.10  of   the
                     Original Indenture, as  the same may be amended
                     as hereinabove  in this  Section 1.07 provided,
                     be further amended by  replacing the word "and"
                     between the  words "Utah"  and "Nevada"  with a
                     comma  and by  adding after  the word  "Nevada"
                     the words "and Alaska";

                     (2) Subsection  G   of  Section   1.10  of   the
                     Original Indenture, as the same may be  amended
                     as hereinabove  in this Section 1.07  provided,
                     be  further  amended  by  amending  the  second
                     paragraph thereof to read as follows:

                        "The    term    `minimum    provision    for
                     depreciation' for any calendar year  subsequent
                     to  December 31,  1966, as  applied to bondable
                     public   utility   property,  shall   mean  the
                     greater  of  (i)  an  amount  equal  to  2%  of
                     depreciable bondable  public utility  property,
                     as  shown by  the books  of  the Company  as of
                     January 1 of  such year, with respect to  which
                     the Company  was as of  that date required,  in
                     accordance  with sound  accounting practice, to
                     make appropriations  to a  reserve or  reserves
                     for depreciation or obsolescence,  or (ii)  the
                     amount actually appropriated by the  Company on
                     its books of  account to a reserve or  reserves
                     for depreciation or  obsolescence in respect of
                     depreciable  bondable public  utility  property
                     for such calendar year, in either case  less an
                     amount  equal  to  the  aggregate  of  (a)  the
                     amount of  any property additions which  during
                     such  calendar   year  were   included  in   an
                     officers'  certificate  filed with  the Trustee
                     as  the  basis  for   a  sinking  fund   credit
                     pursuant  to the  provisions of  a sinking fund
                     for  Bonds of any  series and which as a result
                     of having been so included have

                                        
<PAGE>



                                          21

                     been deemed, either  without time limit or only
                     so  long  as  any  Bonds  of  such  series  are
                     outstanding,  to  have  been  `included  in  an
                     officers'  certificate  filed with  the Trustee
                     as the basis for a sinking fund credit'  and to
                     have been `made the basis for action  or credit
                     hereunder'   as   such   term  is   defined  in
                     Subsection  H of Section  1.10 of  the Original
                     Indenture, and  (b) 166-2/3%  of the  principal
                     amount of Bonds of any series which  shall have
                     been delivered to  the Trustee as a credit,  or
                     which the Company  shall have elected to  apply
                     as a credit,  against any sinking  fund payment
                     due during such calendar year for Bonds  of any
                     series,  or which shall  have been  redeemed in
                     anticipation of, or  out of moneys paid to  the
                     Trustee  on  account  of,   any  sinking   fund
                     payment  due  during  such  calendar  year  for
                     Bonds of  any series  and which as a  result of
                     having been  so made the basis of a credit upon
                     a sinking  fund payment  and/or so redeemed  by
                     operation of  a sinking  fund  shall have  been
                     disqualified,  either  without  time  limit  or
                     only so long  as any  Bonds of such series  are
                     outstanding, from  being made the  basis of the
                     authentication and delivery of Bonds or  of any
                     other  further  action  or  credit   under  the
                     Original   Indenture   or   any    supplemental
                     indenture.  Bonds  delivered to the Trustee as,
                     or  applied  as, a  credit against  any sinking
                     fund    payment    and   Bonds    redeemed   in
                     anticipation  of  any  sinking  fund   payment,
                     regardless of the time when they  were actually
                     delivered,  applied  or redeemed,  for purposes
                     of the  preceding sentence  shall be deemed  to
                     have been  delivered, applied  or redeemed,  as
                     the case  may be, on  the sinking fund  payment
                     date when  such sinking fund  payment was  due.
                     Bonds  redeemed  out  of  moneys  paid  to  the
                     Trustee on  account of any sinking fund payment
                     shall, regardless  of the  date when they  were
                     redeemed, for purposes  of the second preceding
                     sentence,  be deemed  to have  been redeemed on
                     the later of  (i) the date on which such moneys
                     were paid  to the Trustee  or (ii) the  sinking
                     fund  payment  date  when  such   sinking  fund
                     payment was due."

                     (3) Subsection  G   of  Section   1.10  of   the
                     Original Indenture, as the same may be  amended
                     as hereinabove in this  Section 1.07  provided,
                     be further  amended by  deleting therefrom  the
                     last  two  paragraphs  thereof  and   inserting
                     therein  a   new  last  paragraph  to  read  as
                     follows:

                        "The   aggregate   amount  of   the  minimum
                     provision   for  depreciation   as  applied  to
                     bondable   public  utility   property  and  the
                     aggregate amount of the  minimum provision  for
                     depreciation  as  applied  to  bondable  public
                     utility property  not subject  to a prior  lien
                     from March 31, 1945  to any date  shall be  the
                     sum of the corresponding minimum  provision for
                     depreciation for each completed calendar year

                                        
<PAGE>



                                          22

                     between December 31,  1966 and such date,  plus
                     (1)  the  corresponding minimum  provision  for
                     depreciation  for the period,  if any, from the
                     end of the most  recent such completed calendar
                     year to such  date, in each case determined  as
                     set  forth above, plus (2) $35,023,487.50, plus
                     (3) an  amount equal  to the  aggregate of  (a)
                     the  amount of  any property  additions  which,
                     between   December  31,  1966  and  such  date,
                     became  property  additions  of  the  character
                     described   in  clause   (a)  of   the   second
                     paragraph  of  this  Subsection  G  and  which,
                     thereafter, also between  December 31, 1966 and
                     such date,  became `available  additions' as  a
                     result  of the  fact  that  all Bonds  of  such
                     series ceased to be  outstanding, and (b)  166-
                     2/3% of  the principal amount  of Bonds of  any
                     series  which,  between December 31,  1966  and
                     such  date,  become   Bonds  of  the  character
                     described   in  clause   (b)  of   the   second
                     paragraph  of  this  Subsection  G  and  which,
                     thereafter, also between  December 31, 1966 and
                     such date, became `available Bond  retirements'
                     as a result of  the fact that all Bonds of such
                     series ceased to be outstanding."

                     III.   Each holder  of any  Bond of  the Medium
                 Term  Note Series  IV, by  acceptance of  such Bond
                 shall thereby  consent that, at any  time after the
                 requisite consents, if any, of the holders of Bonds
                 of   other   series  shall   have  been   given  as
                 hereinafter provided:

                        (1) the subparagraph  numbered  (3)  of  the
                     third paragraph of Section 1.03 of each  of the
                     Sixteenth   and  the   Eighteenth  through  the
                     Twenty-first  Supplemental Indentures  and  the
                     third  paragraph   of  Section   1.03  of   the
                     Twenty-second    Supplemental    Indenture   be
                     amended  by  inserting before  the  words  "any
                     available  additions  thus  shown as  a credit"
                     the phrase  "provided, however, that so long as
                     any  Bonds   of  the  ...........  Series   are
                     outstanding" and  inserting in  the blank space
                     of such  phrase the  applicable designation  of
                     the   series   of   Bonds   created   by   such
                     supplemental indenture;

                        (2)(i) the fifth paragraph of Section 1.03
                     of    the    Ninth   through    the   Sixteenth
                     Supplemental  Indentures  and  the   Eighteenth
                     through    the    Twenty-second    Supplemental
                     Indentures, which  begins with  the words  "All
                     Bonds  made the  basis  of  a credit  upon  any
                     sinking fund  payment for Bonds", (ii)  Section
                     1.03   of  the   Seventeenth,  Twentythird  and
                     Twenty-fourth  Supplemental  Indentures,  (iii)
                     the  last sentence of  the fourth  paragraph of
                     Section 1.03 of the First, Third, Fifth,  Sixth
                     and  Seventh  Supplemental  Indentures,   which
                     begins with  the words "All  Bonds delivered to
                     the Trustee  as part  of or  to anticipate  any
                     sinking  fund  payment"  and   (iv)  the   last
                     sentence  of the  fourth paragraph  of  Section
                     4.03 of the Original Indenture, which

                                        
<PAGE>



                                          23

                     begins with the  words "All Bonds delivered  to
                     the Trustee  as part  of or  to anticipate  any
                     sinking fund  payment", each  be amended so  as
                     to read as follows:

                        "All Bonds made  the basis of a  credit upon
                     any sinking fund payment,  and/or (except  with
                     respect  to  Bonds  on  which  a   notation  of
                     partial payment shall  be made as  permitted by
                     any  provision of  the  Original  Indenture, of
                     any supplemental indenture or of  any agreement
                     entered  into  as  permitted  by  the  Original
                     Indenture  or  by any  supplemental  indenture)
                     redeemed (whether on any  sinking fund  payment
                     date  or in  anticipation  of any  such sinking
                     fund  payment)  by  operation  of  the  sinking
                     fund,  for Bonds  of the  1975 Series,  or  for
                     Bonds of the  1977 Series, or  for Bonds of the
                     1977 Second  Series, or for  Bonds of the  1984
                     Series, or  for Bonds  of the  1986 Series,  or
                     for Bonds  of the  4-7/8% Series  due 1987,  or
                     for Bonds  of the 1990  Series, or for Bonds of
                     the 1991  Series, or  for Bonds  of the  4-5/8%
                     Series due  1993, or  for Bonds  of the  4-3/4%
                     Series  due 1993,  or  for  Bonds of  the  1994
                     Series, or  for Bonds  of the  1995 Series,  or
                     for Bonds of  the 1996 Series,  or for Bonds of
                     the  1997 Series,  or  for  Bonds of  the  2000
                     Series, or  for Bonds  of the  2001 Series,  or
                     for Bonds of  the 2002 Series, or for Bonds  of
                     the  2003 Series,  or  for  Bonds of  the  2003
                     Second  Series  if  not  theretofore   canceled
                     shall  be  canceled and,  except  as  otherwise
                     provided   in   the   supplemental    indenture
                     creating such  series of  Bonds, or in  another
                     supplemental     indenture    amending     such
                     supplemental indenture,  so long  as any  Bonds
                     of such series are  outstanding shall not  (but
                     without  limiting  the  use  of  the  principal
                     amount  thereof  in  calculating  any   minimum
                     provision  for  depreciation  pursuant  to  the
                     provisions of Subsection  G of Section 1.10  of
                     the  Original  Indenture  as  the  same may  be
                     amended in  accordance with  the provisions  of
                     any supplemental  indenture) be made the  basis
                     of the authentication and delivery of Bonds  or
                     of any  further  action  or  credit  under  the
                     Original   Indenture   or   any    supplemental
                     indenture.

                   "To the extent that

                     (a)   in any  given year  the principal  amount
                           of Bonds made the basis  of a credit upon
                           any   sinking   fund    payment,   and/or
                           redeemed  (whether  on  a   sinking  fund
                           payment  date  or in  anticipation  of  a
                           sinking  fund  payment)  by operation  of
                           the sinking fund,  for Bonds of  the 1975
                           Series, or for Bonds of the  1977 Series,
                           or for Bonds of  the 1977 Second  Series,
                           or for Bonds  of the 1984 Series,  or for
                           Bonds of  the 1986  Series, or for  Bonds
                           of  the 4-7/8%  Series  due 1987,  or for
                           Bonds of the 1990 Series, or for

                                        
<PAGE>



                                          24

                        Bonds of  the 1991 Series,  or for Bonds  of
                        the 4-5/8% Series due 1993, or  for Bonds of
                        the 4-3/4% Series due 1993, or  for Bonds of
                        the 1994  Series, or for  Bonds of the  1995
                        Series or for Bonds of the 1996 Series,

                   does not exceed

                     (b)   an  amount equal  to  1% of  the greatest
                           aggregate  principal  amount of  Bonds of
                           such Series  theretofore at any  one time
                           outstanding,  after deducting  from  said
                           aggregate  principal  amount  the sum  of
                           the following amounts, in  the event that
                           such sum  would equal  $500,000 or  more,
                           namely,  (1)   the  aggregate   principal
                           amount of  Bonds of such  Series thereto-
                           fore  redeemed by the  application of the
                           proceeds  of  property released  from the
                           lien of  the Original Indenture  or taken
                           or  purchased pursuant  to the provisions
                           of   Article   Six   of    the   Original
                           Indenture,   and   (2)    the   aggregate
                           principal amount of Bonds of such  Series
                           theretofore  redeemed  and   retired  and
                           made  the  basis for  the  withdrawal  of
                           such  proceeds  pursuant to  Section 7.03
                           of  the  Original Indenture  or certified
                           pursuant to Section 6.06  of the Original
                           Indenture  in lieu of the deposit of cash
                           upon the release  or taking of  property;
                           and

                   to the extent that

                     (c)   in any  given year  the principal  amount
                           of Bonds made the basis  of a credit upon
                           any   sinking   fund    payment,   and/or
                           redeemed  (whether  on  a   sinking  fund
                           payment date  or  in  anticipation  of  a
                           sinking  fund  payment)  by operation  of
                           the  sinking fund, for  Bonds of the 1997
                           Series, or for Bonds of  the 2000 Series,
                           or for Bonds  of the 2001 Series,  or for
                           Bonds of  the 2002  Series, or for  Bonds
                           of the 2003  Series, or for Bonds  of the
                           2003 Second Series,

                   does not exceed

                     (d)   an  amount   equal  to  (1)   1%  of  the
                           greatest  aggregate principal  amount  of
                           Bonds of  such Series theretofore  at any
                           one  time  outstanding, after  making the
                           deductions from said  aggregate principal
                           amount referred to in clause  (b) of this
                           paragraph, minus  (2) 60%  of the  amount
                           of available additions made the basis  of
                           a   credit  against   such  sinking  fund
                           payment,

                   the principal amount  of Bonds so made  the basis
                   of a credit upon a

                                        
<PAGE>



                                          25

                   sinking  fund  payment  and/or  so  redeemed   by
                   operation of the  sinking fund for Bonds  of such
                   Series shall  not (but  without limiting  the use
                   of the  principal amount  thereof in  calculating
                   any  minimum provision  for depreciation pursuant
                   to  the  provisions of  Subsection G  of  Section
                   1.10 of  the Original Indenture  as the same  may
                   be amended in  accordance with the provisions  of
                   any supplemental indenture)  be made the basis of
                   the authentication  and delivery  of Bonds  or of
                   any  other further  action  or credit  under  the
                   Original    Indenture   or    any    supplemental
                   indenture; and

                   to the extent that

                     (e)   in   any   given  year   the   amount  of
                           available additions  made the basis  of a
                           credit  against any  sinking fund payment
                           for  Bonds of  the  1997 Series,  or  for
                           Bonds  of the 2000  Series, or  for Bonds
                           of the 2001  Series, or for Bonds  of the
                           2002  Series, or  for Bonds  of  the 2003
                           Series,  or for Bonds  of the 2003 Second
                           Series,

                   does not exceed

                     (f)   an amount equal to one and  sixty-six and
                           two-thirds   one  hundredths   per   cent
                           (1.66-2/3%)  of  the  greatest  aggregate
                           principal amount  of Bonds of such Series
                           theretofore at any one  time outstanding,
                           after  making  the  deductions from  said
                           aggregate  principal amount  referred  to
                           in clause (b) of this paragraph,

                   the amount  of  available additions  so made  the
                   basis of a credit against  a sinking fund payment
                   shall  (but  without  limiting  the  use  of  the
                   amount   thereof   in  calculating   any  minimum
                   provision   for  depreciation   pursuant  to  the
                   provisions  of  Subsection G  of Section  1.10 of
                   the  Original  Indenture   as  the  same  may  be
                   amended in accordance with the  provisions of any
                   supplemental indenture)  be deemed  to have  been
                   `included in an officers' certificate filed  with
                   the  Trustee as  the  basis  for a  sinking  fund
                   credit'  and to  have been  `made  the basis  for
                   action or  credit  hereunder'  as  such  term  is
                   defined in  Subsection H of  Section 1.10 of  the
                   Original Indenture.

                     "From and  after the time when all Bonds of any
                   of  the  Series   referred  to  in  (a)   of  the
                   paragraph  immediately  preceding shall  cease to
                   be  outstanding,  a  principal  amount  of  Bonds
                   equal to the excess of

                     (i)   the  aggregate principal  amount of Bonds
                           made  the  basis  of a  credit  upon  all
                           sinking fund payments and/or  redeemed by
                           operation of the  sinking fund for  Bonds
                           of such Series  as set forth in  said (a)
                           in all years, over

                                        
<PAGE>



                                          26


                     (ii)  the aggregate  amounts set  forth in  (b)
                           of  the paragraph  immediately  preceding
                           with reference  to Bonds  of such  Series
                           for all years,

                   shall  become  `available  Bond  retirements'  as
                   such term  is defined in  Section 1.10.J. of  the
                   Original   Indenture   and   may  thereafter   be
                   included  in  Item   4  of  any  `certificate  of
                   available Bond retirements'  thereafter delivered
                   to  and/or filed  with  the Trustee  pursuant  to
                   Section  3.02 of the Original Indenture; and from
                   and after the time when  all Bonds of any  of the
                   Series  referred  to  in  (c)  of  the  paragraph
                   immediately   preceding   shall   cease   to   be
                   outstanding, a  principal amount  of Bonds  equal
                   to the excess of

                    (iii)  the  aggregate principal  amount of Bonds
                           made  the  basis  of a  credit  upon  all
                           sinking fund payments and/or  redeemed by
                           operation of  the sinking fund  for Bonds
                           of such Series  as set forth in  said (c)
                           in all years, over

                    (iv)   the aggregate  amounts set  forth in  (d)
                           of  the paragraph  immediately  preceding
                           with reference  to Bonds  of such  Series
                           for all years,

                   shall  become  `available  Bond  retirements'  as
                   such term  is defined in  Section 1.10.J. of  the
                   Original   Indenture   and   may  thereafter   be
                   included  in   Item  4  of  any  `certificate  of
                   available Bond retirements'  thereafter delivered
                   to  and/or  filed with  the  Trustee  pursuant to
                   Section 3.02  of the  Original Indenture,  and an
                   amount  of  available  additions   equal  to  the
                   excess of

                     (v)   the  amount  of available  additions made
                           the   basis  of  a   credit  against  all
                           sinking fund payments  for Bonds of  such
                           Series  as  set  forth  in  (e)  of   the
                           paragraph  immediately preceding  in  all
                           years, over

                    (vi)   the aggregate  amounts set  forth in  (f)
                           of  the paragraph  immediately  preceding
                           with reference  to Bonds  of such  Series
                           for all years,

                    shall become  `available additions' as such  term
                    is  defined in  Section 1.10.I.  of the  Original
                    Indenture and may thereafter  be included in Item
                    5  of any  `certificate of  available  additions'
                    thereafter  filed  with  the Trustee  pursuant to
                    Section 3.01 of the Original Indenture.";

                                        
<PAGE>



                                          27

                      (3)   subsection  H  of  Section  1.10  of the
                    Original   Indenture  be   amended  by  inserting
                    before   the  semicolon   preceding  clause  (ii)
                    thereof, and  as a  part of  clause (1)  thereof,
                    the  words "if, to  the extent  that, and so long
                    as,  the  provisions of  this  Indenture  or  any
                    supplemental  indentures  creating  or  providing
                    for  any such fund or any supplemental indentures
                    amending  the  provisions creating  or  providing
                    for  any such  fund  shall preclude  the  use  of
                    property additions  so included  in an  officers'
                    certificate  as the  basis for  further action or
                    credit hereunder";  Subsection I  of Section 1.10
                    of the Original Indenture  be amended by changing
                    the reference therein from "Item 5" to "Item  7";
                    and Subsection J of Section 1.10 of the  Original
                    Indenture be  amended by  changing the  reference
                    therein from "Item 4" to "Item 5";

                      (4)   paragraph  (3) of Section 3.01(A) of the
                    Original  Indenture be  amended by  changing  the
                    period at  the end thereof  to a comma and adding
                    the  following  words  thereto:  "except  to  the
                    extent otherwise  provided in  this Indenture  or
                    in any supplemental indenture";

                      (5)   the  Certificate of  Available Additions
                    set  forth  in Section  3.03.A.  of  the Original
                    Indenture be amended by

                         (i) adding   new  paragraphs  (5)  and  (6)
                             thereto  immediately preceding existing
                             paragraph (5) thereof, as follows:

                            "(5)  The aggregate amount,  if any,  of
                                  available  additions  included  in
                                  Item  4   above  which   were   so
                                  included  because  the  same  were
                                  made  the basis  of a  credit upon
                                  any sinking fund payment for Bonds
                                  of  any  series  and   which  have
                                  subsequently      again     become
                                  `available additions'  as a result
                                  of the fact that all Bonds of such
                                  series  ceased to  be outstanding,
                                  is $...............

                            "(6)  The aggregate  amount of available
                                  additions   heretofore  made   the
                                  basis for action  or credit  under
                                  said  Indenture  of  Mortgage  and
                                  which have  not subsequently again
                                  become  `available  additions'  as
                                  set forth in  Item 5 above, namely
                                  Item 4 above minus Item 5 above is
                                  $.............

                          (ii) renumbering existing paragraph (5) as
                               paragraph   (7)   and  changing   the
                               references  in  renumbered  paragraph
                               (7) from  "Item 3 above minus  Item 4
                               above" to "Item 3 above  minus Item 6
                               above",


                                        
<PAGE>



                                          28

                          (iii) renumbering existing paragraphs  (6)
                                and (7)  as paragraphs  (8) and  (9)
                                and  changing   the  references   in
                                renumbered paragraph (9) from  "Item
                                5  above  minus  Item  6  above"  to
                                "Item 7 above minus  Item 8  above",
                                and

                          (iv) deleting "Item 7 above" in the second
                               line  of  the  paragraph  immediately
                               succeeding  renumbered paragraph  (9)
                               and   substituting  "Item   9  above"
                               therefor; and

                      (6) the Certificate of Available Bond Retirements set 
                      forth in Section 3.03.B. of  the Original Indenture  
                      be amended by

                          (i)   adding  a new  paragraph (4) thereto
                                immediately  preceding the  existing
                                paragraph (4) thereof, as follows:

                             "(4)  The aggregate amount, if any,  of
                                   Bonds previously  made the  basis
                                   of  a  credit  upon  any  sinking
                                   fund  payment  for Bonds  of  any
                                   series,  and/or redeemed (whether
                                   on  a  sinking fund  payment date
                                   or  in  anticipation  of  sinking
                                   fund  payment)  by  operation  of
                                   the  sinking  fund for  Bonds  of
                                   such    series,    which     have
                                   subsequently  become   `available
                                   Bond retirements' as a result  of
                                   the fact  that all  Bonds of such
                                   series ceased  to be  outstanding
                                   is $.........." 

                          (ii) renumbering  the  existing  paragraph
                               (4) as paragraph (5) and revising the
                               same to read as follows:  "The amount
                               of    presently    available     Bond
                               retirements, namely the sum  of Items
                               (1),  (2),  (3)  and  (4)  above,  is
                               $..........."

                          (iii) renumbering the existing  paragraphs
                                (5)  and   (6)  as   (6)  and   (7),
                                respectively,   and   changing   the
                                reference  in  renumbered  paragraph
                                (7) from  "Item 4  minus Item 5"  to
                                "Item 5 minus Item 6".

                    IV.   The amendments  of Subsections  A, G,  H, I
                 and/or J of Section 1.10 of  the Original Indenture,  of 
                 Sections 3.01, 3.03 and/or  4.03 of the Original  Indenture
                 and/or of Section 1.03 of  the First, Third, Fifth, Sixth,
                 Seventh    and    Ninth    through    Twenty-fourth
                 Supplemental  Indentures  set  forth  above  shall,
                 subject  to   the  Company  and   the  Trustee,  in
                 accordance with the provisions  of Section 17.02 of
                 the  Original Indenture, entering into an indenture
                 or   indentures   supplemental   to  the   Original
                 Indenture  for the  purpose  of  so  amending  said
                 Subsections  A, G,  H, I  and/or J,  Sections

                                        
<PAGE>



                                          29

                 3.01, 3.03 and/or 4.03 and/or Section 1.03, become
                 effective at such time as  the holders of not  less
                 than  75%   in  principal  amount  of   Bonds  then
                 outstanding   or   their   attorneys-in-fact   duly
                 authorized, including the holders of  not less than
                 60%  in   principal  amount   of  the  Bonds   then
                 outstanding  of  each  series  the  rights  of  the
                 holders of  which are  affected by  such amendment,
                 shall have consented to such amendment.  No further
                 vote  or consent  of the  holders of  Bonds of  the
                 Medium  Term Note  Series IV  shall be  required to
                 permit such amendments  to become effective and  in
                 determining whether  the holders  of not less  than
                 75% in principal amount of Bonds outstanding at the
                 time   such   amendments   become  effective   have
                 consented thereto, the holders  of all Bonds of the
                 Medium Term  Note Series IV then  outstanding shall
                 be deemed to have so consented.

                    SECTION 1.08.   This  Article shall  be of  force
                 and  effect only so long as any Bonds of the Medium
                 Term Note Series IV are outstanding.

                                     ARTICLE TWO.

                                       TRUSTEE.

                    SECTION 2.01.    The Trustee  hereby accepts  the
                 trust  hereby  created.   The  Trustee  undertakes,
                 prior to the occurrence of an event of default  and
                 after the curing of all events of default which may
                 have occurred, to perform such duties and only such
                 duties  as  are  specifically  set   forth  in  the
                 Original   Indenture   as  heretofore   and  hereby
                 supplemented  and modified, on  and subject  to the
                 terms  and conditions  set  forth  in the  Original
                 Indenture as  so supplemented and  modified, and in
                 case  of  the occurrence  of  an  event of  default
                 (which has not been cured) to exercise such of  the
                 rights  and powers  vested  in it  by the  Original
                 Indenture as so supplemented  and modified, and  to
                 use  the  same degree  of care  and skill  in their
                 exercise, as  a prudent  man would exercise  or use
                 under the  circumstances in the conduct  of his own
                 affairs.

                    The  Trustee  shall  not be  responsible  in  any
                 manner whatsoever for or in respect of the validity
                 or  sufficiency of  this Supplemental  Indenture or
                 the  Bonds issued  hereunder or  the due  execution
                 thereof by the Company.  The Trustee shall be under
                 no obligation  or duty with respect  to the filing,
                 registration,  or  recording  of this  Supplemental
                 Indenture  or  the  re-filing, re-registration,  or
                 re-recording  thereof.     The  recitals   of  fact
                 contained herein  or in  the Bonds (other  than the
                 Trustee's  authentication   certificate)  shall  be
                 taken as the statements  solely of the Company, and
                 the  Trustee  assumes  no  responsibility  for  the
                 correctness thereof.


                                        
<PAGE>



                                          30

                                    ARTICLE THREE.

                              MISCELLANEOUS PROVISIONS.

                    SECTION   3.01.     Although   this  Supplemental
                 Indenture, for  convenience and for the  purpose of
                 reference, is dated May 1, 1995, the actual date of
                 execution by the  Company and by the  Trustee is as
                 indicated   by  their   respective  acknowledgments
                 hereto annexed.

                    SECTION  3.02.    This Supplemental  Indenture is
                 executed  and shall  be construed  as an  indenture
                 supplemental   to   the   Original   Indenture   as
                 heretofore  supplemented  and   modified,  and   as
                 supplemented  and  modified  hereby,  the  Original
                 Indenture as heretofore  supplemented and  modified
                 is in all respects  ratified and confirmed, and the
                 Original   Indenture   as  heretofore   and  hereby
                 supplemented and modified shall  be read, taken and
                 construed  as one  and  the same  instrument.   All
                 terms used in this Supplemental  Indenture shall be
                 taken  to have the same meaning  as in the Original
                 Indenture except in cases where the context clearly
                 indicates otherwise.

                    SECTION  3.03.  In  case any  one or  more of the
                 provisions contained in this Supplemental Indenture
                 or  in the Bonds or coupons shall for any reason be
                 held to be invalid, illegal or unenforceable in any
                 respect,    such    invalidity,    illegality    or
                 unenforceability shall not  affect any other provi-
                 sions  of  this  Supplemental  Indenture,  but this
                 Supplemental  Indenture  shall be  construed  as if
                 such invalid or  illegal or unenforceable provision
                 had never been contained herein.

                    SECTION 3.04.   This  Supplemental Indenture  may
                 be executed in any number of counterparts, and each
                 of  such counterparts  shall  for  all purposes  be
                 deemed  to   be   an   original,   and   all   such
                 counterparts, or as many of them as the Company and
                 the  Trustee  shall  preserve   undestroyed,  shall
                 together   constitute  but   one   and   the   same
                 instrument.

                    IN  WITNESS  WHEREOF, Portland  General  Electric
                 Company has  caused this Supplemental  Indenture to
                 be signed in its corporate name by its President or
                 one of its  Senior Vice  Presidents or  one of  its
                 Vice  Presidents  and  its  corporate  seal  to  be
                 hereunto affixed  and attested by its  Secretary or
                 one of  its Assistant Secretaries, and  in token of
                 its  acceptance of  the  trusts created  hereunder,
                 Marine  Midland Bank  (formerly The  Marine Midland
                 Trust  Company of  New York)  has caused  this Sup-
                 plemental Indenture to be  signed in its  corporate
                 name  by one of its  Vice Presidents or  one of its
                 Assistant Vice  Presidents or one of  its Corporate
                 Trust  Officers  and  its  corporate  seal  to   be
                 hereunto affixed and attested by

                                        
<PAGE>



                                          31

                 one of its Corporate Trust Officers, all as of  the
                 day and year first above written.


                                        PORTLAND GENERAL ELECTRIC
                                        COMPANY

                                        By: /s/ Joseph M. Hirko

                                        Title:        Vice President

                 Attest:

                       /s/ Steven F. McCarrel

                 Title:      Assistant Secretary

                                                              (Seal)

                                        MARINE MIDLAND BANK

                                        By:     /s/ Richard  G. Pittius

                                        Title:  Assistant Vice President
                 Attest:


                     /s/ Frank J. Godino

                 Title:  Corporate Trust Officer
                                                              (Seal)


                                        
<PAGE>



                                          32

State of Oregon
                       } ss.:
County of Multnomah

   The foregoing instrument was acknowledged before me  on  this 18th day of 
May, 1995 by  Joseph M. Hirko, a Vice  President of PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation, on behalf of said corporation.


                                       /s/  Bonnie D. Rushing
                                       Notary Public for Oregon
                                       My Commission Expires 12/10/95

[NOTARIAL SEAL]


                                        
<PAGE>



                                          33


State of New York
                   } ss.:
County of New York  

   The foregoing instrument was acknowledged before me on this 22 day of May,
1995 by Richard G. Pittius, a(an) Assistant Vice President of MARINE MIDLAND
BANK,  a New York  banking corporation  and trust company, on behalf of said
corporation.


                                              /s/ Marcia Markowski
                                           Notary Public, State of New York
                                                  No.  24-01MA4761665 
                                           Commission Expires  11-30-96
           

[NOTARIAL SEAL]

                                        
<PAGE>



                                          34

State of Oregon
                    } ss.:
County of Multnomah


     Joseph M. Hirko and Steven F. McCarrel, a Vice President and Assistant 
Secretary, respectively, of PORTLAND  GENERAL ELECTRIC COMPANY, an Oregon
corporation, the mortgagor in the foregoing mortgage named, being first duly 
sworn, on oath depose and say  that they are the officers above-named of said
corporation and that this affidavit is made for and on its behalf by authority
of its Board of Directors and that the aforesaid mortgage is made by said 
mortgagor in good faith, and without any design to hinder, delay or defraud
creditors.

Subscribed and sworn to before me this 18th day of May, 1995.


                                                /s/   Bonnie D. Rushing
                                              Notary Public for Oregon
                                              My Commission Expires 12/10/95

[NOTARIAL SEAL]




J:\l\finance\15008\sup.ind
                                        
<PAGE>