UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549

                                        FORM 10-K

    [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                          OR
    [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
           For the Transition period from ________________ to _______________

                            Commission File Number 1-5532-99

                            PORTLAND GENERAL ELECTRIC COMPANY
                 (Exact name of registrant as specified in its charter)

OREGON                                                      93-0256820
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

                 121 SW SALMON STREET, PORTLAND, OREGON 97204
              (Address of principal executive offices) (zip code)

      Registrant's telephone number, including area code: (503) 464-8000

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

                                                         NAME OF EACH EXCHANGE
 TITLE OF EACH CLASS                                     ON WHICH REGISTERED

 Portland General Electric Company
 8.25% Quarterly Income Debt Securities
 (Junior Subordinated Deferrable Interest Debentures, 
 Series A)                                               New York Stock Exchange

      Securities registered pursuant to Section 12(g) of the Act:
                                
TITLE OF CLASS
Portland General Electric Company,
 7.75% Series, Cumulative Preferred Stock, no par value        None

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

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

State the aggregate market value of  the voting stock held by non-affiliates of
the registrant as of February 28, 1998:  $0.

Indicate the number of shares outstanding  of  each of the registrant's classes
of common stock, as of February 28, 1998: 42,758,877  shares  of  Common Stock,
$3.75 par value. (All shares are owned by Enron Corp.)

                                        1
                                      
<PAGE>


                                  DEFINITIONS


The following abbreviations or acronyms used in the text and notes  are defined
below:

Abbreviations
 OR ACRONYMS                         TERM

Beaver..............................Beaver Combustion Turbine Plant
Bethel..............................Bethel Combustion Turbine Plant
Boardman............................Boardman Coal Plant
BPA.................................Bonneville Power Administration
Centralia...........................Centralia Coal Plant
COB.................................California/Oregon Border
Colstrip............................Colstrip Units 3 and 4 Coal Plant
Coyote Springs......................Coyote Springs Generation Plant
CUB.................................Citizens' Utility Board
DEQ.................................Oregon Department of Environmental Quality
EFSC................................Oregon Energy Facility Siting Council
Enron...............................Enron Corp
EPA.................................Environmental Protection Agency
FASB................................Financial Accounting Standards Board
FERC................................Federal Energy Regulatory Commission
Financial Statements................Refers to Financial Statements of Portland
                                    General Electric
                                    Company included in Part II, Item 8 of this
                                    report.
Intertie............................Pacific Northwest Intertie Transmission
                                    Line
IOUs................................Investor-Owned Utilities
IRS.................................Internal Revenue Service
kWh.................................Kilowatt-Hour
MMBtu...............................Million British thermal units
MW..................................Megawatt
MWa.................................Average megawatts
MWh.................................Megawatt-hour
NRC.................................Nuclear Regulatory Commission
NYMEX...............................New York Mercantile Exchange
OPUC or the Commission..............Oregon Public Utility Commission
Portland General or PGC.............Portland General Corporation
PGE or the Company..................Portland General Electric Company
PUD.................................Public Utility District
Regional Power Act..................Pacific Northwest Electric Power Planning
                                    and Conservation Act
SFAS................................Statement of Financial Accounting Standards
                                    issued by the FASB
WPPSS or Supply System..............Washington Public Power Supply System
Trojan..............................Trojan Nuclear Plant
USDOE...............................United States Department of Energy
WAPA................................Western Area Power Authority
WNP-3...............................Washington Public Power Supply System Unit 3
                                    Nuclear Project
WSCC................................Western Systems Coordinating Council

                                        2
                                      
<PAGE>

                               TABLE OF CONTENTS
                                                                          PAGE

Definitions................................................................. 2


PART I

      Item 1.  Business....................................................  4


      Item 2.  Properties.................................................. 12


      Item 3.  Legal Proceedings........................................... 14



PART II

      Item 5.  Market for Registrant's Common Equity and
               Related Stockholder Matters................................. 16


      Item 6.  Selected Financial Data..................................... 16


      Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations......................... 17


      Item 8.  Financial Statements and Supplementary Data................. 27


      Item 9.  Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure......................... 44


PART III

      Item 10. Directors and Executive Officers of the Registrant.......... 45


      Item 11. Executive Compensation...................................... 48


      Item 12. Security Ownership of Certain Beneficial Owners
               and Management.............................................. 54


      Item 13. Certain Relationships and Related Transactions.............  55


PART IV

      Item 14. Exhibits, Financial Statement Schedules and
               Reports on Form 8-K......................................... 56

Signatures................................................................. 57

Exhibit Index.............................................................. 58

                                        3
                                      
<PAGE>



                                Part I




ITEM 1. BUSINESS


                                    GENERAL

PGE, incorporated in 1930, is an electric utility  engaged  in  the generation,
purchase, transmission, distribution, and sale of electricity in  the  State of
Oregon.   PGE  also  sells energy to wholesale customers throughout the western
United States.  PGE's  Oregon  service  area  is  3,170 square miles, including
54 incorporated cities, of which Portland and Salem  are  the  largest, within a
state-approved  service area allocation of 4,070 square miles.   PGE  estimates
that  at  the  end  of  1997  its  service area  population  was  approximately
1.5 million, constituting  approximately  44%  of  the  state's population.  At
December 31, 1997 PGE served approximately 685,000 customers.

On July 1, 1997 Portland General Corporation (PGC), the former  parent of  PGE,
merged  with  Enron  Corp.  (Enron) with Enron continuing in existence  as  the
surviving corporation. PGE is  now  a  wholly  owned  subsidiary  of  Enron and
subject to control by the Board of Directors of Enron.

As  of December 31, 1997, PGE had 2,729 employees.  This compares to 2,587  and
2,533 PGE employees at December 31, 1996 and 1995, respectively.


                              OPERATING REVENUES

RETAIL
PGE serves  a  diverse  retail customer base.  Residential customers constitute
the  largest  customer  class   and    account  for  44%  of  retail  revenues.
Residential demand is highly sensitive to  the  effects of weather.  Commercial
customers consume 40% and industrial customers 16%  of  retail revenues.  Since
1995 commercial demand has grown by 9%, making this the Company's  most rapidly
growing retail customer class. Sales to industrial customers rebounded  in 1997
after  a  4%  decline  in  1996.  The commercial and industrial classes are not
dominated by any single industry.   While  the  20 largest customers constitute
21% of retail demand, they represent 10 different  industrial  groups including
paper   manufacturing,   high  technology,  metal  fabrication,  transportation
equipment, and health services.  No single customer represents more than 10% of
PGE's retail load. PGE's retail revenues peak during the winter season.

In late 1997 PGE filed a proposal  before  the  OPUC  which  would give all its
customers a choice of electricity providers as early as January  1, 1999. PGE's
Customer Choice Implementation Proposal includes new price tariffs  and  a  new
structure  for  the  company.  If the proposal is approved  by  the  OPUC,  PGE 
would become a regulated transmission and distribution company focused on 
delivering,  but not selling electricity.

WHOLESALE
Wholesale  revenues  continued  to  make  a significant contribution to overall
revenues, providing over 35% of total operating  revenues  for 1997.  During the
last  several  years PGE has actively marketed wholesale power  throughout  the
western United States and has experienced record sales growth since 1994.  Most
of the Company's  wholesale  growth  has  come  through  sales to marketers and
brokers.  These  sales  are  predominantly  of  a  short-term  nature.  Due  to
increasing volatility and reduced margins resulting from increased competition,
long-term  wholesale marketing activities have been transferred to  PGE's  non-
regulated affiliates.  PGE  expects that its future revenues from the wholesale
marketplace will decline.

                                        4
                                      
<PAGE>


The following table summarizes  operating  revenues and MWh sales for the years
ended December 31:


<TABLE>
<CAPTION>
                                                 1997              1996              1995
<S>                                              <C>               <C>               <C>
Operating Revenues (Millions)
     Residential                                 $   391           $   427           $   380
     Commercial                                      343               346               336
     Industrial                                      143               149               153
     Public Street Lighting                           11                11                11
         Tariff Revenues                             888               933               880
         Accrued (Collected) Revenues                 10              (27)               (3)
     Retail                                          898               906               877
     Wholesale                                       497               194                95
     Other                                            21                10                10
         Total Operating Revenues                $ 1,416           $ 1,110           $   982
Megawatt-Hours Sold (Thousands)
     Residential                                   6,999             7,073             6,622
     Commercial                                    6,873             6,475             6,285
     Industrial                                    4,247             3,909             4,056
     Public Street Lighting                          100               102               102
        Retail                                    18,219            17,559            17,065
        Wholesale                                 26,934            10,188             3,383
           Total MWh Sold                         45,153            27,747            20,448
</TABLE>



For  additional  information  on  year-to-year  revenue  trends,  see  Item  7.

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


                                  REGULATION

The OPUC, a three-member  commission  appointed by the Governor, approves PGE's
retail rates and establishes conditions  of  utility service.  The OPUC ensures
that prices are fair and equitable and provides  PGE  an  opportunity to earn a
fair return on its investment.  In addition, the OPUC regulates the issuance of
securities  and  prescribes  the  system  of  accounts  to  be kept  by  Oregon
utilities.

PGE  is  also  subject  to  the  jurisdiction  of the FERC with regard  to  the
transmission and sale of wholesale electric energy,  licensing of hydroelectric
projects and certain other matters.

Construction of new generating facilities requires a permit from the Energy 
Facility Siting Council (EFSC).

The NRC regulates the licensing and decommissioning of  nuclear  power  plants.
In  1993  the  NRC  issued  a possession-only license amendment to PGE's Trojan
operating license and in early  1996  approved the Trojan Decommissioning Plan.
Approval of the Trojan Decommissioning Plan by the NRC and EFSC has allowed PGE
to  commence  decommissioning  activities.   Trojan  will  be  subject  to  NRC
regulation until Trojan is fully  decommissioned,  all  nuclear fuel is removed
from the site and the license is terminated.  The Oregon  Department  of Energy
also monitors Trojan.

                                        5
                                      
<PAGE>

                           OREGON REGULATORY MATTERS

CUSTOMER CHOICE

Proposal
In late 1997 PGE filed a proposal before the OPUC which would give all  of  its
customers  a  choice  of  electricity providers and provide a price decrease of
about 10% as early as January  1,  1999.   PGE's Customer Choice Implementation
Proposal includes new tariffs and a new structure  for the company. If the 
proposal is approved by  the  OPUC,  PGE  would  become a regulated 
transmission  and   distribution company focused on delivering, but not selling 
electricity.  PGE would continue to operate and maintain the electricity  
delivery  system  and  handle  outage restoration,  while other competitive 
companies would market power to customers over that system. To effect  this 
restructuring PGE is asking for OPUC approval to sell all its  generating  
assets, which represent approximately 27% of PGE's total assets, and power 
supply  and  purchase contracts. A sale of PGE's supply portfolio would allow 
the OPUC to put a dollar value on "transition costs," the costs that a 
regulated utility company would be unable to recover in a competitive market.
PGE is seeking full recovery of these transition costs.

PGE  is  dependent  upon  the regulatory process to ensure that future revenues
will  be  provided  for  the  recovery  of  regulatory  assets,  including  the
transition costs mentioned above. In the event that the regulatory process does
not provide revenues for recovery  of  transition costs,  PGE could be required
to write off all or a portion of such amounts from its balance sheet.

INTRODUCTORY PROGRAM
In  a  move  to  prepare  for  future  retail  competition,  PGE  initiated  an
introductory Customer Choice Plan to allow 50,000  PGE customers in four cities
to buy their power from competing energy service providers. This program allows
certain customers in Oregon to experience a competitive electricity market. The
program,  which  received  OPUC approval, is available  to  residential,  small
business and commercial customers  in the four cities, and industrial customers
throughout PGE's service territory.  Since  October 1997 PGE's large industrial
customers throughout its service territory have had the opportunity to purchase
up  to  50 percent of their electricity from competing  electricity  providers.
Residential,  small  business and commercial customers were given the option of
receiving electricity  from  a  company of their choice in December 1997. Under
this program, customers in the four cities can pool or aggregate their electric
load in order to negotiate a cheaper  rate  from energy suppliers. To date over
7,000 retail customers have selected alternative energy service providers. This
program, which terminates on December 31, 1998,  is being undertaken to provide
information to PGE and the OPUC on the effects of  future retail competition on
PGE  and  its  customers. PGE does not expect that this  program  will  have  a
materially adverse impact on operating margins.

LEAST COST ENERGY PLANNING
The OPUC adopted  Least Cost Energy Planning for all energy utilities in Oregon
with the goal of selecting  the  mix of resources that yields a reliable supply
of energy at the least cost to customers.   In September 1997 PGE submitted its
1998-1999 Integrated Resource Plan (IRP) to the  OPUC. This plan recognizes the
fundamental  changes  occurring  in  the electric industry  and  establishes  a
transition strategy for the next two  years.  The  plan  will  maintain  PGE's
delivery capability and provides a bridge to a competitive environment in which
funding for public purposes is provided from a System Benefit Charge.

RESIDENTIAL EXCHANGE PROGRAM
The  Regional  Power  Act  (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 hydroelectric system, and  the  customers  of IOUs. The RPA created the
residential exchange program to ensure that all residential  and 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 benefits,  and
any  related  changes in the amount of benefits, have generally passed directly
to PGE's customers  in  the  form  of  price  increases or decreases. Effective
January  1998 rates for PGE's residential and small  farm  customers  increased
11.9% due  to  the  Bonneville  Power Administration's (BPA) elimination of the
Residential Exchange Credit. PGE  has  contested  this  decision and is working
with the BPA to resolve the issue.

                                        6
                                      
<PAGE>

ENERGY EFFICIENCY
PGE  has  promoted  the  efficient  use  of electricity for over  two  decades.
Current  Demand Side Management (DSM)  programs  provide  a range of services  
to  all  classes  of  PGE
customers. DSM programs seek to capitalize  on  windows of opportunity in which
efficiency measures are most cost-effective both  for  PGE's ratepayers  and the
specific  customers.   In  order  to  do  this PGE is focusing on commercial or
industrial new construction and industrial process improvements.  PGE continues
to provide a weatherization program for eligible  low-income  families.  PGE is
also  focusing  on  developing  a  regional  solution to funding and delivering
energy efficiency in a competitive environment.


                           COMPETITION AND MARKETING

GENERAL
At  the onset of nationwide electricity deregulation  PGE  is  maintaining  its
commitment  to  service  excellence  while  assisting  with  the formation of a
competitive   electricity   market  in  the  Northwest.  Its  Customer   Choice
Implementation Proposal was filed  with  the  OPUC  in  December  1997  and  an
introductory  program  has  been  put in place. The proposal addresses five key
principles: bringing true market conditions  to  the  industry,  separating the
regulated  and  non-regulated  portions  of  utility  services,  removing   the
incumbent  utility advantage, transferring commercial customer relationships to
the energy service  provider  and  allowing the market to determine the cost of
transitioning from a regulated to a deregulated environment. The proposal, if
approved  by  the  OPUC,  will  create  one of  the  nation's  first  regulated
electricity transmission and distribution companies focused on delivering, but
not selling, power. In the new environment,  PGE  would continue to operate and
maintain  the  electricity  delivery  system and handle  outages,  while  other
competitive companies would market power to customers over that system.

RETAIL COMPETITION AND MARKETING
PGE operates within a state-approved service  area and under current regulation
is  substantially  free  from  direct retail competition  with  other  electric
utilities.  PGE's competitors within its Oregon service territory include other
fuel suppliers, such as the local  natural  gas company, which compete with PGE
for  the  residential  and  commercial  space and  water  heating  market.   In
addition, there is the potential of a loss  of  PGE  service  territory  to the
creation of public utility districts or municipal utilities by voters.  In  the
future  PGE  will  focus  on  transitioning  to  a  regulated  transmission and
distribution company.

WHOLESALE COMPETITION AND MARKETING
During  the  last  few  years, the western United States has become  a  vibrant
marketplace for the trading of electricity and PGE has been an active 
participant.  During  1997  PGE's wholesale revenues increased 156%  over  1996 
levels  with wholesale activities  accounting  for  35%  of  total revenues and 
60% of total megawatt-hour sales.  However, due to increasing volatility and 
reduced margins resulting from increased competition, long-term  wholesale 
marketing activities have been transferred to PGE's non-regulated affiliates.

The FERC has taken steps to provide a framework for  increased  competition  in
the  electric  industry.   In  1996  the  FERC  issued Order 888 requiring non-
discriminatory  open  access  transmission  by all public  utilities  that  own
interstate transmission.  The final rule requires  utilities  to  file  tariffs
that offer others the same transmission services they provide themselves  under
comparable  terms  and  conditions.   This rule also allows public utilities to
recover stranded costs in accordance with  the terms, conditions and procedures
set  forth  in  Order 888.  The ruling requires  reciprocity  from  municipals,
cooperatives and federal power marketers receiving service under the tariff.

The Company's transmission  system  connects  winter-peaking  utilities  in the
Northwest  and  Canada, which have access to low-cost hydroelectric generation,
with summer-peaking  wholesale customers in California and the Southwest, which
have higher-cost fossil  fuel generation.  PGE has used this system to purchase
and sell in both markets depending  upon the relative price and availability of
power, water conditions, and seasonal demand from each market.

                                        7
                                      
<PAGE>


                                 POWER SUPPLY

Growth  within  PGE's  service territory, as  well  as  its  wholesale  trading
activities has underscored  the  Company's  need for sources of reliable, low-
cost energy supplies.  The demand for energy within PGE's service territory has
experienced an average annual growth rate of approximately  2.5%  over the last
10 years.  Wholesale demand has experienced significant increases.  In 1996 and
1997   PGE's wholesale sales increased approximately  200% annually.   Although
wholesale  activity is expected to decline, PGE's retail demand should continue
its upward trend.  PGE  has  relied  increasingly  on  short-term  purchases to
supplement  its  existing  base  of  generating  resource  and  long-term power
contracts to meet its energy needs.  Short-term purchases include  spot market,
or  secondary,  purchases  as well as firm purchases for periods less than  one
year in duration.  The availability  of short-term firm purchase agreements and
PGE's ability to renew these contracts  on  a month-by-month basis have enabled
PGE  to minimize risk and enhance its ability  to  provide  reliable  low-cost
energy  to  retail  customers.   Increased  competition  has placed competitive
pressures   on  the  price  of  short-term  power  as  well  as  enhanced   its
availability.   Northwest  hydro  conditions  also have a significant impact on
regional power supply.  Plentiful water conditions  can  lead  to surplus power
and the economic displacement of more expensive thermal generation.

GENERATING CAPABILITY
PGE's  existing  hydroelectric,  coal-fired and gas-fired plants are  important
resources for the Company, providing  2,120  MW  of  generating capability (see

I
tem 2. Properties, for a full listing of PGE's generating  facilities).  PGE's
lowest-cost  producers are its eight hydroelectric projects on  the  Clackamas,
Sandy, Deschutes,  and  Willamette  rivers  in Oregon.  These facilities 
operate under  federal  licenses,  which  will  be  up  for renewal between the
years 2001 and 2006.

PURCHASED POWER
PGE  has long-term power contracts with four hydro projects on the mid-Columbia
River  which  provide  PGE  with  590  MW  of firm capacity.  PGE also has firm
contracts, ranging in term from one to 30 years,  to purchase 512 MW, primarily
hydro-generated, from other Pacific Northwest utilities.   In addition, PGE has
long-term  exchange contracts with summer-peaking Southwest utilities  to  help
meet its winter-peaking  requirements.   These resources, along with short-term
contracts, provide PGE with sufficient firm capacity to serve its peak loads.

SYSTEM RELIABILITY AND THE WSCC
PGE relies on wholesale market purchases within  the  WSCC  in conjunction with
its  base  of  generating resources to supply its resource needs  and  maintain
system reliability.   The  WSCC  is  the  largest  and  most diverse of the 10
regional electric reliability councils.  The WSCC performs an essential role in
developing  and  monitoring  established  reliability  criteria   guides   and
procedures to  ensure continued reliability of the electric system.  During the
last few years,  the  area covered by WSCC has become a dynamic marketplace for
the trading of electricity.  This area, which extends from Canada to Mexico and
includes 14 Western states,  is very  diverse in climates.  Peak loads occur at
different times of the year in  the  different  regions  within  the WSCC area.
Energy loads in the Southwest peak in summer due to air conditioning;  northern
loads peak during winter heating months.  Further, according to WSCC forecasts,
the  nearly  80 electric organizations participating in the WSCC, which include
utilities,  independent   power  producers  and  transmission  utilities,  have
sufficient generating capacity  to meet forecast demand and energy requirements
during the next 10 years. Favorable  water  conditions  have  the  ability  to
further increase energy supplies.

JANUARY RESERVE MARGIN WSCC REGION

          MEGAWATTS       PERCENT
1993       22,997         0.217
1994       31,033         0.310
1995       28,693         0.288
1996       24,500         0.221
1997       36,246         0.325
1998       37,145         0.326
1999       33,240         0.286
2000       33,735         0.286
2001       32,680         0.273
2002       30,842         0.253



                                        8
                                      
<PAGE>


During  1997,  PGE's  peak  load  was  3,448  MW,  of which 52% was met through
economical  short-term  purchases.   PGE's  firm resource  capacity,  including
short-term purchase agreements, totaled approximately  4,714  MW  as of December
31, 1997.

RESTORATION OF SALMON RUNS
Several species of salmon found in the Snake River and the Columbia rivers, have
been granted protection under the federal Endangered Species Act (ESA).   In an
effort  to  help  restore  these  fish,  the federal government has reduced the
amount of water allowed to flow through the  turbines at the hydroelectric dams
on the Snake and Columbia rivers while the young  salmon  are  migrating  to the
ocean.  This  has  resulted  in reduced amounts of electricity generated at the
dams.  Favorable hydro conditions  helped  mitigate the effect of these actions
in 1996 and 1997.  If this practice is continued  in future years it could mean
less  water  available in the fall and winter for generation  when  demand  for
electricity in the Pacific Northwest is highest.  Although PGE does not own any
hydroelectric  facilities  on the Columbia and Snake rivers, it does buy energy
from both utilities and federal agencies which do.

In early 1997, the State of Oregon proposed an aggressive recovery plan for the
Oregon coastal Coho salmon.   The  National  Marine  Fisheries  Service  (NMFS)
accepted  this  recovery plan and as a result this run of salmon was not listed
for federal protection.   PGE  has  no  hydroelectric  projects  that  will  be
impacted by this action.

Also  in  1997,  a petition to protect winter steelhead trout under the federal
Endangered Species Act  was  reviewed  by NMFS. In early 1998 NMFS listed this
species as threatened. The affected areas  include  the  lower  Columbia  River
tributaries  in  Oregon and Washington. PGE is currently evaluating what impact
this listing will  have  on the operation of its  hydroelectric projects on the
Willamette, Clackamas and Sandy rivers.



                                        9
                                      
<PAGE>


                                  FUEL SUPPLY

Fuel  supply  contracts  are   negotiated   to  support  annual  planned  plant
operations.  Flexibility in contract terms is  sought  to  allow  for  the most
economic  dispatch  of  PGE's thermal resources in conjunction with the current
market price of wholesale power.

COAL

BOARDMAN
PGE has an agreement to purchase  coal for Boardman through the year 2000.  The
agreement does not require a minimum  amount  of coal to be purchased, allowing
PGE to obtain coal from other sources.  During 1997 PGE did not take deliveries
under this contract but purchased coal under favorable  short-term  agreements.
Coal purchases in 1997 contained less than 0.4% of sulfur by weight and emitted
less  than  the  EPA allowable limit of 1.2 pounds of sulfur dioxide per  MMBtu
when burned.  The  coal, from surface mining operations in Montana and Wyoming,
was subject to federal,  state  and  local  regulations.   Coal is delivered to
Boardman by rail under a contract which expires in 2002.

COLSTRIP
Coal for Colstrip Units 3 and 4, located in southeastern Montana,  is  provided
under  contract  with  Western  Energy  Company,  a  wholly owned subsidiary of
Montana Power Company.  The contract provides that the  coal delivered will not
exceed  a  maximum  sulfur content of 1.5% by weight.  The Colstrip  plant  has
sulfur dioxide removal  equipment  to  allow operation in compliance with EPA's
source-performance emission standards.

CENTRALIA
Coal  for  Centralia  Units 1 and 2, located  in  Southwestern  Washington,  is
provided under contract  with  PacifiCorp doing business as PacifiCorp Electric
Operations.  Most of Centralia's  coal requirements are expected to be provided
under this contract for the foreseeable future.



<TABLE>
<CAPTION>
                                SULFUR                  TYPE OF POLLUTION
      PLANT                     CONTENT                 CONTROL EQUIPMENT
<S>   <C>                       <C>                     <C>
      Boardman, OR              0.4%                    Electrostatic precipitators
      Centralia, WA             0.7%                    Electrostatic precipitators
      Colstrip, MT              0.7%                    Scrubbers and precipitators
</TABLE>



NATURAL GAS

In  addition to the agreements discussed below, the Company utilizes short-term
and spot  market  purchases  to secure transportation capacity and gas supplies
sufficient to fuel plant operations.

BEAVER
PGE owns 90% of the Kelso-Beaver  Pipeline  which  directly connects its Beaver
generating station to Northwest Pipeline, an interstate  gas pipeline operating
between British Columbia and New Mexico.  During 1997, PGE had access to 76,000
MMBtu/day of firm transportation capacity, enough to operate  Beaver  at  a 70%
load factor.

COYOTE SPRINGS
The  Coyote  Springs  generating  station  utilizes  41,000  MMBtu/day  of firm
transportation  on  three  interconnected  pipeline  systems  accessing the gas
fields  in  Alberta,  Canada.   Coyote  Springs'  one  and two-year gas  supply
contracts  expire  in  November  1998  and  November  1999.  Gas  supplies  and
transportation capacity are sufficient to fully fuel Coyote  Springs.   Minimum
purchase requirements represent 50% of the plant's capacity.


                                        10
                                      
<PAGE>

                             ENVIRONMENTAL MATTERS

PGE  operates  in  a  state  recognized  for  environmental  leadership.  PGE's
environmental stewardship policy emphasizes minimizing waste in its operations,
minimizing environmental risk and promoting energy efficiency.

REGULATION
PGE's  current  and  historical  operations  are  subject  to a wide  range  of
environmental  protection  laws covering  air and water quality,  noise,  waste
disposal, and other environmental  issues.   PGE is also subject to the Federal
Rivers and Harbors Act of 1899 and similar Oregon  laws  under  which  it  must
obtain permits from the U.S. Army Corps of Engineers or the Oregon Division  of
State  Lands  to construct facilities or perform activities in navigable waters
of the State.   The  EPA  regulates the proper use, transportation, cleanup and
disposal of polychlorinated  biphenyls  (PCBs).   State agencies or departments
which  have  direct  jurisdiction  over  environmental  matters   include   the
Environmental  Quality Commission, the DEQ, the Oregon Department of Energy and
EFSC.  Environmental matters regulated by these agencies include the siting and
operation of generating  facilities  and the accumulation, cleanup, and disposal
of toxic and hazardous wastes.

CLEANUP
PGE is involved with others in the environmental  cleanup  of PCB contaminants
at various sites as a potentially responsible party (PRP).  The  cleanup effort
is considered complete at several sites which are awaiting consent  orders from
the  appropriate regulatory agencies.  These and future cleanup costs  are  not
expected to be material.

AIR/WATER QUALITY
The Clean  Air Act (Act) requires significant reductions in emissions of sulfur
dioxide, nitrogen  oxide  and  other  contaminants over the next several years.
Coal-fired plant operations will be affected  by  these  emission  limitations.
State  governments  are also charged with monitoring and administering  certain
portions of the Act.   Each  state  is required to set guidelines that at least
equal the federal standards.

Boardman was assigned sufficient emission  allowances  by  the  EPA  to operate
after  the year 2000 at a 60% to 67% capacity factor without having to  further
reduce emissions.   If  needed  PGE will purchase additional allowances to meet
excess capacity needs.  Centralia  will  be required to reduce emissions by the
year  2000.  The  owner-operator  utility is considering  the  installation  of
scrubbers.  It is not anticipated that  Colstrip  will  be  required  to reduce
emissions  because  it  utilizes  scrubbers.   However, future legislation,  if
adopted, could affect plant operations and increase  operating  costs or reduce
coal-fired capacity.

Air contaminant discharge permits or federal operating permits, issued  by  the
DEQ, have been obtained for all of PGE's fossil fuel generating facilities with
only  one  limitation,  at  the  Bethel plant, on power production.  DEQ limits
night operations of Bethel to one  unit  due  to noise considerations.  Maximum
plant operations are allowed during the day.

The water pollution control facilities permit for Boardman expired in May 1991.
The DEQ is processing the permit application and  renewal  is expected.  In the
interim,  Boardman is permitted to continue operating under the  terms  of  the
original permit.

PGE is no longer accepting oil shipments by river for its Beaver plant in order
to eliminate  the  risk  of an oil spill into the Columbia River.  Instead, the
rail off-loading facility  has  been upgraded.  This plant is normally fired by
natural gas, and only small amounts of oil are used.

                                        11
                                      
<PAGE>

ITEM 2.           PROPERTIES



PGE's  principal  plants  and appurtenant  generating  facilities  and  storage
reservoirs are situated on  land  owned by PGE in fee or land under the control
of PGE pursuant to valid existing leases, federal or state licenses, easements,
or other agreements.  In some cases  meters  and  transformers are located upon
the premises of customers.  The Indenture securing  PGE's  first mortgage bonds
constitutes a direct first mortgage lien on substantially all  utility property
and  franchises, other than expressly excepted property.  The map  below  shows
PGE's Oregon service territory and location of generating facilities:

                                    OREGON

                                        12
                                      
<PAGE>

Generating facilities owned by PGE are set forth in the following table:

<TABLE>
<CAPTION>

                                                                       PGE Net MW
Facility                 Location                      Fuel            Capability
<S>                      <C>                           <C>             <C>               <C>
WHOLLY OWNED:
  Faraday                Clackamas River               Hydro              44
  North Fork             Clackamas River               Hydro              54
  Oak Grove              Clackamas River               Hydro              44
  River Mill             Clackamas River               Hydro              23
  Pelton                 Deschutes River               Hydro             108
  Round Butte            Deschutes River               Hydro             300
  Bull Run               Sandy River                   Hydro              22
  Sullivan               Willamette River              Hydro              16
  Beaver                 Clatskanie, OR                Gas/Oil           500
  Bethel                 Salem, OR                     Gas/Oil           116
  Coyote Springs         Boardman, OR                  Gas/Oil           241
                                                                                         PGE
JOINTLY OWNED:                                                                           INTEREST
  Boardman               Boardman, OR                  Coal              331  @          65.0%
  Centralia              Centralia, WA                 Coal               33  @           2.5%
  Colstrip 3 & 4         Colstrip, MT                  Coal              288  @          20.0%
  Trojan                 Rainier, OR                   Nuclear           -    @          67.5%
                                                                       2,120
</TABLE>



PGE holds licenses under the Federal Power Act for its hydroelectric generating
plants.   All  of  its  licenses  expire  during  the years 2001 to 2006.  FERC
requires  that  a  notice  of  intent  to  relicense these  projects  be  filed
approximately five years prior to expiration  of  the license.  PGE is actively
pursuing the renewal of these licenses. The State of  Oregon  also has licensed
all or portions of five hydro plants.  For further information  see  the  Hydro
Relicensing  discussion  in  Item  7.  Management's  Discussion and Analysis of
Financial Condition and Results of Operations.

Following  the  1993 Trojan closure, PGE was granted a possession-only  license
amendment by the  NRC.   In  early 1996 PGE received NRC approval of its Trojan
decommissioning plan.  See Note 11,  Trojan Nuclear Plant, in the Notes to the
Financial Statements for further information.

LEASED PROPERTIES
Combustion turbine generators at Bethel  and  Beaver  are leased by PGE.  These
leases  expire  in  1998  and  1999. PGE is currently evaluating   its  renewal
options.  PGE leases its headquarters  complex  in  downtown  Portland  and the
coal-handling facilities and certain railroad cars for Boardman.

                                        13
                                      
<PAGE>


ITEM 3. LEGAL PROCEEDINGS
                                    
                                    UTILITY

UTILITY REFORM PROJECT V. OPUC, MULTNOMAH COUNTY CIRCUIT COURT

On  February  18,  1992  the  Utility Reform Project (URP) filed a complaint in
Multnomah County Oregon Circuit  Court asking the court to set aside OPUC Order
No.  91-1781  which  authorized deferred  accounting,  suspended  certain  rate
schedules and opened an  investigation  on  PGE's  request for a temporary rate
increase to recover a portion (approximately $22 million)  of  the excess power
costs  incurred  during  the  1991  Trojan outage.  URP's challenge was  stayed
pending the outcome of a similar jurisdictional  issue  in another case already
on appeal.  That other case has been decided, and the URP  challenge  will  now
proceed.  PGE plans to intervene in this case shortly.

COLUMBIA  STEEL  CASTING  CO.,  INC.  V. PGE, PACIFICORP, AND MYRON KATZ, NANCY
RYLES AND RONALD EACHUS, NINTH CIRCUIT COURT OF APPEALS

On June 19, 1990 Columbia Steel filed a  complaint  for  declaratory  judgment,
injunctive relief and damages in U.S. District Court for the District of Oregon
contending   that  a  1972  territory  allocation  agreement  between  PGE  and
PacifiCorp, dba  Pacific  Power  & Light Company (PP&L), which was subsequently
approved by the OPUC and the City  of Portland, does not give PGE the exclusive
right to serve them nor does it allow  PP&L  to deny service to them.  Columbia
Steel is seeking an unspecified amount in damages  amounting to three times the
excess power costs paid over a 10-year period.

On July 3, 1991 the Court ruled that the Agreement did  not  allocate customers
for  the provision of exclusive services and that the 1972 order  of  the  OPUC
approving  the  Agreement  did  not  order  the  allocation  of territories and
customers.   Subsequently,  on  August  19, 1993 the Court ruled that  Columbia
Steel was entitled to receive from PGE approximately  $1.4  million  in damages
which represented the additional costs incurred by Columbia Steel for  electric
service from July 1990 to July 1991, trebled, plus costs and attorney's fees.

PGE appealed to the U.S. Court of Appeals for the Ninth Circuit which, on  July
20,  1995,  issued  an  opinion  in  favor  of  PGE, reversing the judgment and
ordering  judgment  to  be entered in favor of PGE.   Columbia  Steel  filed  a
petition for reconsideration and on December 27, 1996 , the Ninth Circuit Court
of Appeals reversed its earlier decision, ruling in favor of Columbia Steel and
remanding the case to the U.S. District Court for a new determination of damages
for service rendered from early  1987 to July 1991. In early 1997 PGE's request
for reconsideration by the Ninth Circuit  was denied. On July 2, 1997 PGE filed
a request for certiorari with the U.S. Supreme Court.  A response is expected in
1998. On August 2, 1997 the U.S. District Court entered a new judgment in favor
of Columbia Steel for approximately $3.7 million.

CITIZENS' UTILITY BOARD OF OREGON V. PUBLIC UTILITY COMMISSION  OF  OREGON  AND
UTILITY  REFORM  PROJECT  AND  COLLEEN  O'NEIL  V. PUBLIC UTILITY COMMISSION OF
OREGON, MARION COUNTY OREGON CIRCUIT COURT

The Citizens' Utility Board (CUB) appealed a 1994 ruling from the Marion County
Circuit  Court which upheld the order of the OPUC  in  its  Declaratory  Ruling
proceeding (DR-10).  In the DR-10 proceeding, PGE filed an Application with the
OPUC  requesting   a  Declaratory  Ruling  regarding  recovery  of  the  Trojan
investment and decommissioning  costs.   On  August 9, 1993 the OPUC issued the
declaratory ruling.  In its ruling, the OPUC agreed  with  an opinion issued by
the Oregon Department of Justice (Attorney General) stating  that under current
law,  the  OPUC  has  authority  to  allow recovery of and a return  on  Trojan
investment and future decommissioning costs.

In PGE's 1995 general rate case, the OPUC  issued  an  order  granting PGE full
recovery of Trojan decommissioning costs and 87% of its remaining investment in
the plant.  The URP filed an appeal of the OPUC's order.  URP alleges  that the
OPUC  lacks  authority  to allow PGE to recover Trojan costs through its rates.
The complaint seeks to remand  the  case  back  to  the OPUC and have all costs
related to Trojan immediately removed from PGE's rates.


                                        14
                                      
<PAGE>

The CUB also filed an appeal challenging the portion of the OPUC's order issued
in PGE's 1995 general rate case that authorized PGE to  recover a return on its
remaining investment in Trojan.  CUB alleges that the OPUC's  decision  is  not
based  upon evidence received in the rate case, is not supported by substantial
evidence  in the record of the case, is based on an erroneous interpretation of
law and is  outside  the scope of the OPUC's discretion, and otherwise violates
constitutional or statutory  provisions.  CUB seeks to have the order modified,
vacated, set aside or reversed.

On April 4, 1996 a circuit court  judge  in  Marion  County,  Oregon rendered a
decision  that  contradicted a November 1994 ruling from the same  court.   The
1996 decision found  that  the OPUC could not authorize PGE to collect a return
on its undepreciated investment  in  Trojan currently in PGE's rate base.  Both
the 1994 and 1996 circuit court decisions  have  been  appealed  to  the Oregon
Court  of  Appeals  where they have been consolidated. PGE expects a ruling  in
1998.

                                        15
                                      
<PAGE>

                                  




ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


PGE is a wholly owned  subsidiary of Enron.  PGE's common stock is not publicly
traded.  Aggregate cash  dividends  declared  on  common  stock were as follows
(millions of dollars):

                  QUARTER             1997           1996
                  First               $14            $15
                  Second               16             18
                  Third                17             56
                  Fourth                -             16

PGE  is  restricted,  without  prior  OPUC approval, from making  any  dividend
distributions to Enron that would reduce  PGE's common equity capital below 48%
of total capitalization.




ITEM 6.   SELECTED FINANCIAL DATA




                        FOR THE YEARS ENDED DECEMBER 31
                           1997       1996      1995        1994      1993
                                     (millions of dollars)

Operating Revenues         $1,416     $1,110    $  982      $  959    $  945
Net Operating Income          208        230       201         159       160
Net Income                    126        156        93{1}      106       100

Total Assets               $3,256     $3,398    $3,246      $3,354    $3,227
Long-Term Obligations{2}    1,038        963       931         856       873

NOTES TO THE TABLE ABOVE:

1 Includes a loss of $50 million from regulatory disallowances.
2 Includes long-term debt, preferred stock  subject  to  mandatory  redemption
requirements, long-term capital lease obligations and short-term debt intended 
to be refinanced.


                                        16
                                      
<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

                                    GENERAL

1997 COMPARED TO 1996
Portland  General  Electric's net income for 1997 was $126 million, including a
$14 million non-recurring  loss provision associated with non-utility property.
Excluding this provision 1997  net income would have been $140 million compared
to  $156  million in 1996. PGE's strong  operating  performance  reflected  the
addition of  over  17,000  new  customers in one of the fastest growing service
territories in the U.S. Continued customer growth helped mitigate the impact of
a December 1996 rate settlement which  resulted  in   a $70 million annual rate
reduction for PGE's regulated retail customers.

Retail  revenues  decreased  $8  million  primarily due to the  price  decrease
mentioned above.

OPERATING REVENUE AND NET INCOME (LOSS) GRAPH:
($ MILLIONS):

               OPERATING        NET
               REVENUE          INCOME
1993            945             100
1994            959             106
1995            982              93
1996           1110             156 
1997           1416             126 


Wholesale revenues totaled $497 million in 1997, an all-time record for PGE and
an increase of over $300 million from 1996  levels. Favorable market conditions
prompted PGE to increase its participation in the wholesale marketplace.


PGE ELECTRICITY SALES GRAPH:
(BILLIONS OF KWH)

1993    Residential     6.8
        Commercial      6.0
        Industrial      3.8
        Wholesale       2.7

1994    Residential     6.7
        Commercial      6.2
        Industrial      3.9
        Wholesale       2.7

1995    Residential     6.6
        Commercial      6.4
        Industrial      4.1
        Wholesale       3.4

1996    Residential     7.1
        Commercial      6.5
        Industrial      3.9
        Wholesale      10.2

1997    Residential     7.0
        Commercial      7.0
        Industrial      4.2
        Wholesale      26.9



                            MEGAWATT-HOURS SOLD
                                    (THOUSANDS)

                               1997             1996
Retail                         18,219           17,559
Wholesale                      26,934           10,188


Purchased power and fuel costs rose $367 million  or  119% to support increased
wholesales sales volume.  Energy purchases were up 79%, with  prices averaging
16.2  mills  compared to 13.8 mills for 1996. Increased gas prices  during  the
winter followed  by  tight  market conditions in the southwestern United States
and  increased  competition  in   the  wholesale  marketplace  were  the  major
contributors to this increase in price.  Company  generation  provided  16%  of
total power needs.




                                        17
                                      
<PAGE>



<TABLE>
<CAPTION>


                   MEGAWATT-HOURS/VARIABLE POWER COSTS

                           Megawatt-Hours                                     Average Variable
                           (thousands)                                        Power Cost (Mills/KWh)
                           1997               1996                            1997             1996
<S>                        <C>                <C>                             <C>              <C>
Generation                  7,326              7,223                           6.3              6.6
Firm Purchases             36,014             18,099                          16.5             14.5
Secondary Purchases         2,958              3,714                          12.2             10.4
  Total                    46,298             29,036                          14.6             12.0
</TABLE>



Operating  expenses  (excluding  purchased power, fuel, depreciation and taxes)
were comparable to 1996.

Depreciation expense increased $6 million or 5% due to recent capital additions
to PGE's distribution system.

Amortization expense decreased $13 million primarily due to the amortization of
regulatory credits. These items were  partially  offset  by the amortization of
bondable conservation investments.

Other Income decreased due to loss provisions recorded for  the  future removal
of non-utility property.

OPERATING EXPENSES GRAPH:
($ MILLIONS)

1993    Depreciation            125
        Operating Costs         357
        Variable Power          303

1994    Depreciation            128
        Operating Costs         334
        Variable Power          338

1995    Depreciation            140
        Operating Costs         356
        Variable Power          285

1996    Depreciation            162
        Operating Costs         410
        Variable Power          308

1997    Depreciation            155
        Operating Costs         378
        Variable Power          675


1996 COMPARED TO 1995
PGE reported 1996 net income of $156 million compared to $93 million  for 1995.
1995  net  income included a $50 million after-tax charge to income related  to
the OPUC's rate  orders  disallowing  certain  deferred  power costs and 13% of
PGE's remaining investment in Trojan.

Excluding the effect of regulatory disallowances, net income in 1995 would have
been $143 million.

Strong  operating earnings reflected the benefits of low variable  power  costs
due to optimal  hydro  conditions  and  a  competitive wholesale market.  Sales
growth  due to a growing retail customer base,  along  with  favorable  weather
conditions, contributed to new record peak loads for both the summer and winter
periods.

Retail revenues  exceeded  the  prior  year by $29 million, largely due to rate
increases accompanied by 3% higher energy sales. These increases were partially
offset by revenue refund provisions for  SAVE adjustments and certain state tax
benefits.

Wholesale revenues exceeded 1995 levels by $99 million due to increased trading
activities.

The price of purchased power and fuel dropped 25% in 1996, averaging 12 mills 
versus 15.9 mills last year.  Total costs increased  only $23 million or 8%, 
despite a 36%  rise  in  total  Company energy requirements.   Optimal  hydro  
conditions brought steep reductions in the cost of secondary power, as well as 
the cost of firm power purchased from  the mid-Columbia projects.  Power 
purchases amounted to 75% of total PGE load in  1996  at an average cost of 
13.8 mills compared to 18.3 mills in 1995.

PGE hydro projects generated 9% of the  Company's energy needs, an 11% increase
in production levels.  PGE's thermal plants  operated efficiently, and with the
addition of Coyote Springs, average overall costs dropped to 6.6 mills from 8.0
mills in 1995.  Excluding Coyote Springs, thermal  plants  generation  was down
13% due to economic displacement early in the year.

                                        18
                                      
<PAGE>


Operating  expenses  (excluding purchased power, fuel, depreciation and  
taxes)
were $30 million or 14% higher than  1995.   The  increase  is primarily due to
additional  costs  associated  with  fixed  natural  gas transportation,  storm
related  repair  and  maintenance  projects, and  increased  customer  support.
Incremental operating costs associated with Coyote Springs, which was placed in
operation  in  late  1995,  were  offset by decreased costs  at  other  thermal
facilities resulting from economic  displacement.   Throughout the year PGE was
able  to economically dispatch or displace thermal generation  in  response  to
movements  in  the  cost  of  short-term power and the availability of low-cost
hydro power.  

Depreciation and amortization increased $22 million, or 16%, due 
primarily to depreciation related to Coyote Springs.

Excluding  regulatory  disallowances  of $50  million  in  1995,  other  income
declined  $9  million due to a reduced return  on  regulatory  assets  and  the
absence of equity AFDC.

Interest charges  were  $7  million  above  1995  due to reduced AFDC and higher
levels  of  short-term  debt.   Preferred dividend requirements  were  down  $7
million due to the retirement of nearly $80 million in preferred stock in 1995.


                                   CASH FLOW

CASH PROVIDED BY OPERATIONS is used  to  meet the day-to-day  cash requirements
of PGE.  Supplemental cash is obtained from external borrowings as needed.

PGE maintains varying levels of short-term  debt,  primarily  in  the  form  of
commercial  paper,  which serves as the primary form of daily liquidity. In 1997
monthly balances ranged  from  $73  million  to $115 million. PGE has committed
borrowing facilities totaling $200 million which  are  used as backup for PGE's
commercial paper facility.

A  significant portion of cash provided by operations comes  from  depreciation
and  amortization  of  utility  plant,  charges which are recovered in customer
revenues  but  require  no current period cash  outlay.   Changes  in  accounts
receivable and accounts payable  can  also be significant contributors or users
of  cash.  Decreased cash flow was due to  price  and  related  retail  revenue
decreases.

CAPITAL EXPENDITURES GRAPH:
($ MILLIONS)

1993            149
1994            246
1995            234
1996            200
1997            180


INVESTING  ACTIVITIES   include   generation,   transmission  and  distribution
facilities  improvements,  energy  efficiency  programs   and   decommissioning
expenditures.  1997 capital expenditures of $180 million were primarily for the
expansion   and   upgrade   of   PGE's  distribution  system.   Annual  capital
expenditures are expected to be approximately  $170  million  over the next few
years.   The majority of anticipated capital expenditures are for  improvements
to the Company's  expanding  distribution system to support the addition of new
customers.

PGE does not anticipate construction of new generating resources in the
foreseeable  future.  PGE  will  continue  to  make  energy  efficiency
expenditures similar to 1997 levels.

FINANCING ACTIVITIES  provide  supplemental  cash for day-to-day operations and
capital requirements as needed. PGE has issued  no  new  long-term debt in 1997
and  has  instead  relied  on  short-term borrowings to manage  its  day-to-day
financing requirements. During 1997  PGE's cash dividend payments to its parent
totaled $65 million compared $106 million in 1996.

The issuance of additional First Mortgage  Bonds  and  preferred stock requires
PGE to meet earnings coverage and security provisions set forth in the Articles
of Incorporation and the Indenture securing its First Mortgage  Bonds.   As  of
December  31,  1997,  PGE  had  the  capability  to  issue  preferred stock and
additional  First  Mortgage  Bonds  in amounts sufficient to meet  its  capital
requirements.


                                        19
                                      
<PAGE>


FINANCIAL AND OPERATING OUTLOOK

PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY

BUSINESS COMBINATION

On July 1, 1997 Portland General Corporation  (PGC), the former parent of  PGE,
merged  with  Enron Corp. (Enron) with Enron continuing in existence  as the
surviving corporation.  PGE  is  now  a  wholly  owned  subsidiary of Enron and
subject to control by the Board of Directors of Enron.

CUSTOMER CHOICE

Proposal
In late 1997 PGE filed a proposal before the OPUC which would give all  of  its
customers  a  choice  of  electricity providers and provide a price decrease of
about 10% as early as January  1,  1999.   PGE's Customer Choice Implementation
Proposal includes new tariffs and a new structure  for the company. If the 
proposal is approved by  the  OPUC,  PGE  would  become a regulated 
transmission  and   distribution company focused on delivering, but not selling 
electricity.  PGE would continue to operate and maintain the electricity  
delivery  system  and  handle  outage restoration,  while other competitive 
companies would market power to customers over that system. To effect  this 
restructuring PGE is asking for OPUC approval to sell all its  generating  
assets, which represent approximately 27% of PGE's total assets, and power 
supply  and  purchase contracts. A sale of PGE's supply portfolio would allow 
the OPUC to put a dollar value on "transition costs," the costs that a 
regulated utility company would be unable to recover in a competitive market.
PGE is seeking full recovery of these transition costs.

PGE is dependent upon the regulatory process to  ensure  that  future  revenues
will  be  provided  for  the  recovery  of  regulatory  assets,  including  the
transition costs mentioned above. In the event that the regulatory process does
not provide revenues for recovery of transition costs, PGE could be required to
write off all or a portion of such amounts from its balance sheet.

INTRODUCTORY PROGRAM
In  a  move  to  prepare  for  future  retail  competition,  PGE  initiated  an
introductory  Customer Choice Plan to allow 50,000 PGE customers in four cities
to buy their power from competing energy service providers. This program allows
certain customers in Oregon to experience a competitive electricity market. The
program, which  received  OPUC  approval,  is  available  to residential, small
business and commercial customers in the four cities, and industrial  customers
throughout  PGE's  service territory. Since October 1997 PGE's large industrial
customers throughout its service territory have had the opportunity to purchase
up to 50 percent of  their  electricity  from  competing electricity providers.
Residential, small business and commercial customers  were  given the option of
receiving  electricity  from  a company of their choice in December  1997.  
Under this program, customers in the four cities can pool or aggregate their 
electric load in order to negotiate a cheaper  rate  from  energy suppliers.  To
date over 7,000 retail customers have selected alternative energy service 
providers. This program, which terminates on December 31, 1998, is  being 
undertaken to provide information to PGE and the OPUC on the effects of future  
retail competition on PGE and its customers.  PGE does not expect that this 
program will have a materially adverse impact on operating margins.

REGULATION AND COMPETITION

FEDERAL
The Energy Policy Act of 1992  (Energy Act) set the stage for change in federal
and state regulations aimed at increasing both wholesale and retail competition
in the electric industry.  The Energy  Act  eased  restrictions  on independent
power production and granted authority to the FERC to mandate open  access  for
the wholesale transmission of electricity.

The  FERC  has  taken steps to provide a framework for increased competition in
the electric industry.   In  1996  the  FERC  issued  Order  888 requiring non-
discriminatory  open  access  transmission  by  all public utilities  that  own
interstate transmission.  The final rule requires  utilities  to  file  tariffs
that offer others the same transmission services they provide themselves  under
comparable terms and conditions.  This rule also allows


                                        20
                                      
<PAGE>


public  utilities  to  recover  stranded  costs  in  accordance with the terms,
conditions  and  procedures  set  forth  in  Order  888.  The  ruling  requires
reciprocity from municipals, cooperatives and federal power marketers receiving
service under the tariff.  The new rules which became  effective July 1996 have
resulted in increased competition, lower prices and more  choices  to wholesale
energy customers.

STATE
Since  the  passage  of the Energy Act, various state utility commissions  have
addressed  proposals which  would  allow  retail  customers  direct  access  to
generation suppliers,  marketers,  brokers  and  other  service  providers in a
competitive  marketplace  for  energy  services  (retail  wheeling).   Although
several  bills  proposing  retail  competition  were introduced during the 1997
Oregon  legislative session, none were approved. Industry  restructuring  bills
have also been introduced at the federal level.

RETAIL CUSTOMER GROWTH AND ENERGY SALES
During 1997  weather  adjusted  retail  energy  sales grew 5.7%. Commercial and
industrial sales increased by 4.2% and 12% respectively due to strong growth in
most  industry  segments.  The addition of over 17,000  customers  resulted  in
residential sales growth of  2.9%. PGE expects retail energy sales growth to be
approximately 3%.

Effective January 1998 rates for  PGE's  residential  and  small farm customers
increased  11.9  percent  due  to  the Bonneville Power Administration's  (BPA)
elimination  of  the  Residential Exchange  Credit.   PGE  has  contested  this
decision and is working  with  the BPA to resolve the issue. Exchange benefits,
and any  related changes in the  amount  of  benefits,  have  generally  passed
directly to PGE's customers in the form of price increases or decreases.

WHOLESALE SALES
The surplus of electric generating capability in the Western U.S., the entrance
of  numerous  wholesale  marketers and brokers into the market, and open access
transmission is contributing  to increasing pressure on the price of power.  In
addition, the development of financial  markets  and NYMEX electricity contract
trading has led to increased price discovery available  to market participants,
further adding to the competitive pressure on wholesale margins.   During  1997
PGE's  wholesale  revenues  increased  over  $300  million compared to the same
period last year, accounting for 35% of total revenues  and  60% of total sales
volume.   PGE will continue its participation in the wholesale  marketplace  in
order to balance its supply of power to meet the needs of its retail customers,
manage risk  and to administer PGE's current long-term wholesale contracts. Due
to  increasing   volatility   and  reduced  margins  resulting  from  increased
competition, long-term wholesale  marketing activities have been transferred to
PGE's non-regulated affiliates. PGE  expects  that its future revenues from the
wholesale marketplace will decline.

POWER & FUEL SUPPLY
PGE's base of hydro and thermal generating capacity  provides  the Company with
the  flexibility needed to respond to seasonal fluctuations in the  demand  for
electricity both within its service territory and from its wholesale customers.
PGE has  long-term power contracts with four hydro projects on the mid-Columbia
River which  provide PGE with 590 MW.  Early forecasts  indicate slightly below
average water  conditions  for  1998.  Efforts  to  restore salmon runs on the
Columbia  and  Snake  rivers  may  reduce  the  amount of water  available  for
generation which could affect the supply, availability  and  price of purchased
power.   Additional  factors that could affect the availability  and  price  of
purchased power include  weather  conditions  in  the  Northwest  during winter
months and in the Southwest during summer months, as well as the performance of
major generating facilities in both regions.

During 1997 PGE generated approximately 40% of its retail load requirements, 
with firm and secondary purchases  meeting  the  remaining load.  Purchases
were used to support PGE's wholesale sales activity. During 1997 PGE relied on 
purchases to supply approximately 84% of its total energy needs.  PGE expects 
purchases will decline in 1998 due to the transfer of wholesale  marketing 
activities to non-regulated affiliates.

PGE has increasingly relied upon short-term purchases to meet its energy needs.
The  Company anticipates that an active  wholesale  market  and  a  surplus  of
generating  capacity within the WSCC should provide sufficient wholesale energy
available at  competitive prices to supplement Company generation and purchases
under existing firm power contracts.


                                        21
                                      
<PAGE>



RESTORATION OF SALMON RUNS - Several species of salmon found in the Snake River
and the  Columbia River have been granted  protection  under  the  federal
Endangered Species Act (ESA).  In an  effort  to  help  restore these fish, the
federal government has reduced the amount of water allowed  to flow through the
turbines at the hydroelectric dams on the Snake and Columbia  rivers  while  the
young  salmon  are migrating to the ocean. This has resulted in reduced amounts
of electricity generated  at  the  dams.   Favorable  hydro  conditions  helped
mitigate  the  effect  of  these actions in 1996 and 1997.  If this practice is
continued in future years it  could  mean  less water available in the fall and
winter for generation when demand for electricity  in  the Pacific Northwest is
highest.   Although  PGE  does  not  own  any hydroelectric facilities  on  the
Columbia and Snake rivers, it does buy energy  from  both utilities and federal
agencies which do.

In early 1997, the State of Oregon proposed an aggressive recovery plan for the
Oregon  coastal  Coho  salmon.   The National Marine Fisheries  Service  (NMFS)
accepted this recovery plan and as  a  result this run of salmon was not listed
for  federal  protection.   PGE  has no hydroelectric  projects  that  will  be
impacted by this action.

Also in 1997, a petition to protect  winter  steelhead  trout under the federal
Endangered Species Act was reviewed by  NMFS. In early 1998  NMFS  listed  this
species  as  threatened.  The  affected  areas include the lower Columbia River
tributaries in Oregon and Washington. PGE  is  currently evaluating what impact
this listing will have on the operation of its   hydroelectric  projects on the
Willamette, Clackamas and Sandy rivers.

HYDRO RELICENSING
PGE HYDRO - PGE's hydroelectric plants are some of the Company's  most valuable
resources   supplying   economical   generation  and  flexible  load  following
capabilities.   Company-owned hydro generation  produced  2.9  million  MWh  of
renewable energy in 1997, meeting 6% of PGE's load.  PGE's hydroelectric plants
operate under federal  licenses, which will be up for renewal between the years
2001 and 2006.  PGE continued  the  relicensing  process  for its 408-MW Pelton
Round Butte Project throughout 1997. The Confederated Tribes  of  Warm Springs,
currently the licensee for a powerhouse located at the reregulating dam (one of
three  dams  within the Pelton Round-Butte Project), also proceeded with  their
competing relicensing  process  for  the  entire project. Several meetings with
federal  and  state  agencies,  as  well as members  of  the  public  and  non-
governmental organizations were conducted  in  1997  in  support of relicensing
PGE's  four Westside hydroelectric projects, with license expiration  dates  in
2004 and  2006  and  combined generating capacity of 230 MW. Should relicensing
not be completed prior  to  the  expiration  of  the  original  license, annual
licenses will be issued, usually under the original  terms and conditions.

The relicensing process includes the involvement of numerous interested parties
such  as  governmental  agencies, public interest groups and communities,  with
much of the focus on environmental  concerns.   PGE  has already performed many
pre-filing activities including more than 50 public meetings  with such groups.
The cost of relicensing includes legal and filing fees as well  as  the cost of
environmental  studies,  possible  fish  passage  measures and wildlife habitat
enhancements.   Relicensing  cost may be a significant  factor  in  determining
whether a project remains cost-effective  after  a  new  license  is  obtained,
especially for smaller projects.  Although FERC has never denied an application
or  issued a license to anyone other than the incumbent licensee, there  is  no
assurance that a new license will be granted to PGE.

MID-COLUMBIA  HYDRO  -   PGE's  long-term power purchase contracts with certain
public utility districts in the state  of  Washington  expire  between 2005 and
2018.  Certain Idaho Electric Utility Co-operatives have initiated  proceedings
with FERC seeking to change the allocation of generation from the Priest Rapids
and  Wanapum  dams between electric utilities in the region upon the expiration
of the current  contracts. In early 1998 the FERC ruled that the portion of the
output from these  dams  to  be  made  available  to  purchasers such as PGE be
reduced to 30%. FERC also ruled that such purchases be  at  market-based rather
than cost-based prices. This decision could substantially change PGE's share of
power  from  these facilities, as well as the price of such power.  PGE,  along
with other purchasers, has filed for a rehearing on this decision.

For further information  regarding  the  power  purchase  contracts on the mid-
Columbia dams, including Priest Rapids and Wanapum, see Note 7, Commitments, in
the Notes to Financial Statements.

NUCLEAR DECOMMISSIONING
PGE  currently  estimates the cost to decommission Trojan at  $339  million  in
nominal dollars (actual  dollars  to  be  spent  in  each  year). This estimate
assumes that the majority of decommissioning activities will be

                                        22
                                      
<PAGE>


completed by 2002, after the spent fuel has been transferred to a temporary dry
spent  fuel  storage  facility.  The  plan  anticipates final site  restoration
activities will begin in 2018 after PGE completes  shipment  of spent fuel to a
USDOE  facility (see Note 11, Trojan Nuclear Plant, for further  discussion  of
the decommissioning plan and other Trojan issues).

Trojan's single-package reactor vessel  removal concept and  spent fuel storage
concept  are  first-of-a-kind  designs  requiring approval by federal and state
regulatory  agencies.   The  precedent-setting  nature  of  these  designs  has
prompted  intense scrutiny and  has  resulted  in  schedule  delays.   Further,
financial concerns associated with the spent fuel facility vendor have resulted
in cost increases to the spent fuel project.

In 1998, PGE  will  focus  on the licensing and construction of a temporary dry
spent fuel storage facility  and   preparation  for  the  removal of the Trojan
reactor vessel.  Equipment  removal and disposal activities will also continue.
These  efforts  position  PGE to safely dispose of all radiological  hazards,
other than spent nuclear fuel, on  the  Trojan  site  and  to  initiate a final
radiation  survey,  thereby  proving these hazards are no longer present.   PGE
expects the final site survey to be completed by the end of 2002.

YEAR 2000
PGE utilizes software and related  technologies  that  will  be affected by the
date  change  in  the  year 2000.  In 1997 PGE developed an inventory  of  date
sensitive  software, equipment  and  embedded  processors.   PGE  is  currently
assessing the  impact  of the date change on these systems and is developing a
remediation plan. PGE expects  to  complete remediation activities by mid 1999.
PGE does not expect that Year 2000 remediation  will  have a material effect on
its operation, liquidity or capital resources.

In 1998, PGE will survey its major vendors and suppliers  to  assess their Year
2000 compliance.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward looking statements  within the
meaning  of  Section  27A of the Securities Act of 1933 and Section 21E of  the
Securities Exchange Act  of  1934.  Although PGE believes that its expectations
are based on reasonable assumptions,  it  can  give no assurance that its goals
will be achieved. Important factors that could cause  actual  results to differ
materially  from  those  in  the  forward  looking  statements  herein  include
political  developments  affecting  federal and state regulatory agencies,  the
pace of electric industry deregulation  in  Oregon  and  in  the United States,
environmental  regulations,  changes  in  the  cost  of power, adverse  weather
conditions, and  the effects of the Year 2000 date change  during  the  periods
covered by the forward looking statements.


                                        23
                                      
<PAGE>


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING


The following financial  statements  of  Portland  General Electric Company and
subsidiaries  (collectively,  PGE)  were  prepared  by  management,   which  is
responsible  for  their  integrity  and  objectivity.  The statements have been
prepared  in  conformity  with  generally accepted  accounting  principles  and
necessarily include some amounts  that  are  based  on  the  best estimates and
judgments of management.

The  system  of  internal  controls  of  PGE is designed to provide  reasonable
assurance as to the reliability of financial  statements  and the protection of
assets  from  unauthorized  acquisition, use or disposition.   This  system  is
augmented by written policies  and  guidelines  and  the  careful selection and
training of qualified personnel.  It should be recognized,  however, that there
are  inherent  limitations  in  the  effectiveness  of  any system of  internal
control.  Accordingly, even an effective internal control  system  can  provide
only reasonable assurance with respect to the preparation of reliable financial
statements  and  safeguarding  of  assets.   Further,  because  of  changes  in
conditions, internal control system effectiveness may vary over time.

PGE assessed its internal control system for the years ended December 31, 1997,
1996  and  1995, relative to current standards of control criteria.  Based upon
this assessment,  management  believes that its system of internal controls was
adequate  during  the  periods  to  provide  reasonable  assurance  as  to  the
reliability  of financial statements  and  the  protection  of  assets  against
unauthorized acquisition, use or disposition.

Arthur Andersen  LLP  was  engaged to audit the financial statements of PGE and
issue  reports  thereon.   Their   audits   included   developing   an  overall
understanding of PGE's accounting systems, procedures and internal controls and
conducting  tests  and  other  auditing procedures sufficient to support  their
opinion on the financial statements.   Arthur  Andersen LLP was also engaged to
examine and report on management's assertion about  the effectiveness of  PGE's
system  of internal controls over financial reporting  and  the  protection  of
assets against  unauthorized  acquisition,  use or disposition.  The Reports of
Independent Public Accountants appear in this Annual Report.

The adequacy of PGE's financial controls and the accounting principles employed
in financial reporting are under the general  oversight  of the Audit Committee
of Enron Corp.'s Board of Directors.  No member of this committee is an officer
or  employee of Enron or PGE.  The independent public accountants  have  direct
access  to  the  Audit Committee, and they meet with the committee from time to
time, with and without  financial  management  present,  to discuss accounting,
auditing and financial reporting matters.

                                        24
                                      
<PAGE>



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have examined management's assertion that the system of  internal control of
Portland  General  Electric  Company  and its subsidiaries for the  year  ended
December 31, 1997 was adequate  to  provide  reasonable  assurance  as  to  the
reliability  of  financial  statements  and  the  protection  of assets against
unauthorized  acquisition,  use  or  disposition,  included in the accompanying
report on Management's Responsibility for Financial Reporting.

Our  examination  was  made  in accordance with standards  established  by  the
American Institute of Certified  Public  Accountants and, accordingly, included
obtaining an understanding of the system of  internal  control  over  financial
reporting and the protection of assets against unauthorized acquisition, use or
disposition,  testing and evaluating the design and operating effectiveness  of
the system of internal  control  and  such  other  procedures  as we considered
necessary  in  the  circumstances. We believe that our examination  provides  a
reasonable basis for our opinion.

Because of inherent limitations  in  any  system of internal control, errors or
irregularities  may  occur  and  not  be detected.  Also,  projections  of  any
evaluation of the system of internal control  to  future periods are subject to
the risk that the system of internal control may become  inadequate  because of
changes  in  conditions, or that the degree of compliance with the policies  or
procedures may deteriorate.

In our opinion,  management's  assertion that the system of internal control of
Portland General Electric Company  and  its  subsidiaries  for  the  year ended
December  31,  1997  was  adequate  to  provide  reasonable assurance as to the
reliability  of  financial  statements  and the protection  of  assets  against
unauthorized acquisition, use or disposition  is fairly stated, in all material
respects,  based  upon  criteria  established  in "Internal  Control-Integrated
Framework" issued by the Committee of Sponsoring  Organizations of the Treadway
Commission.





                                                           Arthur Andersen LLP

Portland, Oregon
January 20 , 1998


                                        25
                                      
<PAGE>



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We  have  audited  the  accompanying consolidated balance  sheets  of  Portland
General Electric Company and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of income, retained earnings and cash flows
for each of the three years  in  the  period  ended  December  31, 1997.  These
financial  statements are the responsibility of the Company's management.   Our
responsibility  is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred  to  above present fairly, in
all  material  respects,  the financial position of Portland  General  Electric
Company and subsidiaries as  of  December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in the period
ended  December  31,  1997 in conformity  with  generally  accepted  accounting
principles.

                                                           Arthur Andersen LLP

Portland, Oregon,
January 20, 1998


                                        26
                                      
<PAGE>



<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31                                       1997           1996           1995
<S>                                                                   <C>            <C>            <C> 
(MILLIONS  OF DOLLARS)
 OPERATING REVENUES                                                   $ 1,416        $ 1,110        $   982
 OPERATING EXPENSES
  Purchased power and fuel                                                675            308            285
  Production and distribution                                             132            138            112
  Administrative and other                                                107            104            100
  Depreciation and amortization                                           155            162            140
  Taxes other than income taxes                                            56             52             51
  Income taxes                                                             83            116             93
                                                                        1,208            880            781
NET OPERATING INCOME                                                      208            230            201
OTHER INCOME (DEDUCTIONS)
  Regulatory disallowances - net of income taxes of $26                     -              -            (50)

  Miscellaneous                                                          (21)             (3)             3
  Income taxes                                                            13               5              8
                                                                          (8)              2            (39)
INTEREST CHARGES
  Interest on long-term debt and other                                    69              67             62
  Interest on short-term borrowings                                        5               9              7
                                                                          74              76             69
NET INCOME                                                               126             156             93
PREFERRED DIVIDEND REQUIREMENT                                             2               3             10
INCOME AVAILABLE FOR COMMON STOCK                                     $  124          $  153        $    83


                                 PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE YEARS ENDED DECEMBER 31
                                                                      1997            1996          1995
                                                                                  (MILLIONS OF DOLLARS)
BALANCE AT BEGINNING OF YEAR                                          $  292          $  246        $   216
NET INCOME                                                               126             156             93
MISCELLANEOUS                                                             (2)             (2)            (4)
                                                                         416             400            305
DIVIDENDS DECLARED
  Common stock - cash                                                     47             105             50
  Common stock - property                                                 97               -              -
  Preferred stock                                                          2               3              9
                                                                         146             108             59
BALANCE AT END OF YEAR                                                $  270          $  292        $   246
The accompanying notes are an integral part of these consolidated statements.
</TABLE>


                                        27
                                      
<PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME



<TABLE>
<CAPTION>
AT DECEMBER 31                                                                 1997              1996
<S>     <C>                                                                    <C>               <C>
                                                        (MILLIONS OF DOLLARS)
                                                  ASSETS
        ELECTRIC UTILITY PLANT - ORIGINAL COST
            Utility plant (includes Construction Work in Progress of
            $27 and $37)                                                       $ 3,078           $ 2,937
            Accumulated depreciation and amortization                           (1,260)           (1,155)
                                                                                 1,818             1,782
        OTHER PROPERTY AND INVESTMENTS
            Contract termination receivable                                        104               112
            Receivable from parent                                                 106                 -
            Trojan decommissioning trust, at market value                           84                78
            Corporate Owned Life Insurance, less loans of $30 and $26              58                51
            Miscellaneous                                                           17                21
                                                                                   369               262
        CURRENT ASSETS
            Cash and cash equivalents                                                3                19
            Accounts and notes receivable                                          125               145
            Unbilled and accrued revenues                                           46                53
            Inventories, at average cost                                            30                33
            Prepayments and other                                                   21                17
                                                                                   225               267
        DEFERRED CHARGES
          Unamortized regulatory assets                                            819               896
          WNP-3 settlement exchange agreement                                        -               163
          Miscellaneous                                                             25                28
                                                                                   844             1,087
                                                                               $ 3,256           $ 3,398

                                        CAPITALIZATION AND LIABILITIES
        CAPITALIZATION
            Common stock equity
               Common stock, $3.75 par value per share, 100,000,000 shares authorized,
                 42,758,877 shares outstanding                                 $   160           $   160
               Other paid-in capital - net                                         480               475
               Retained earnings                                                   270               292
            Cumulative preferred stock
               Subject to mandatory redemption                                      30                30
            Long-term obligations                                                1,008               933
                                                                                 1,948             1,890
        CURRENT LIABILITIES
            Long-term debt due within one year                                       -                93
            Short-term borrowings                                                    -                92
            Accounts payable and other accruals                                    167               145
            Accrued interest                                                        11                14
            Dividends payable                                                        1                17
            Accrued taxes                                                           63                31
                                                                                   242               392
        OTHER
            Deferred income taxes                                                  363               498
            Deferred investment tax credits                                         43                47
            Trojan decommissioning and transition costs                            313               358
            Unamortized regulatory liabilities                                     258               149
            Miscellaneous                                                           89                64
                                                                                 1,066             1,116
                                                                               $ 3,256           $ 3,398
        The accompanying notes are an integral part of
        these consolidated balance sheets.
</TABLE>


                                       28
                                     
<PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
<S>                                                                 <C>             <C>              <C>
FOR THE YEARS ENDED DECEMBER 31                                     1997            1996             1995
                                                                                    (MILLIONS OF DOLLARS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Reconciliation of net income to net cash provided by (used in)
    operating activities
      Net Income                                                    $   126         $   156          $   93
      Non-cash items included in net income:
          Depreciation and amortization                                 127             119             102
          Amortization of Trojan investment                              39              38              38
          Amortization of deferred charges (credits)                     (1)             11               3
          Deferred income taxes - net                                   (58)             (9)              2
          Regulatory disallowances                                        -               -              50
          Other non-cash expenses                                        24               -               -
     Changes in working capital:
         (Increase) Decrease in receivables                              27             (32)            (12)
         (Increase) Decrease in inventories                               3               5              (7)
          Increase (Decrease) in payables and accrued taxes              51              38               13
         Other working capital items - net                               (4)             (1)               2
     Other, net                                                          25              44                1
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                     359             369              285
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures & energy efficiency programs                 (180)           (200)            (234)
     Trojan decommissioning expenditures                                (19)             (8)             (11)
     Trojan  decommissioning trust activity                               -              (8)              (3)
     Other, net                                                          (9)             (5)              (9)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    (208)           (221)            (257)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase (decrease) in short-term borrowings                     8             (78)              22
     Borrowings from Corporate Owned Life Insurance                       5               -                5
     Issuance of long-term debt                                           -             171              147
     Repayment of long-term debt                                       (115)            (98)             (69)
     Retirement of Preferred stock                                        -             (20)             (80)
     Dividends paid                                                     (65)           (106)             (60)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    (167)           (131)             (35)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (16)             17               (7)
CASH AND CASH EQUIVALENTS, THE BEGINNING OF YEAR                         19               2                9
CASH AND CASH EQUIVALENTS, END OF YEAR                              $     3         $    19          $     2
Supplemental disclosures of cash flow information
   Cash paid during the year:
      Interest, net of amounts capitalized                          $    71         $    73          $    64
      Income taxes                                                       96             108               94
The accompanying notes are an integral part of these
consolidated statements.
</TABLE>


                                        29
                                      
<PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS


PORTLAND  GENERAL  ELECTRIC   COMPANY   AND  SUBSIDIARIES  NOTES  TO  FINANCIAL
STATEMENTS


NATURE OF OPERATIONS
On July 1, 1997 Portland General Corporation  (PGC), the former parent of  PGE,
merged  with  Enron Corp. (Enron) with Enron continuing  in  existence  as  the
surviving corporation.  PGE  is  now  a  wholly  owned  subsidiary of Enron and
subject to control by the Board of Directors of Enron.  PGE  is  engaged in the
generation,  purchase,  transmission, distribution, and sale of electricity  in
the  State  of  Oregon.   PGE   also   sells  energy  to  wholesale  customers,
predominately utilities, marketers and brokers  throughout  the  western United
States.   PGE's  Oregon  service  area  is  3,170  square  miles, including  54
incorporated  cities,  of  which Portland and Salem are the largest,  within  a
state-approved service area  allocation  of  4,070 square miles.  At the end of
1997, PGE's service area population was approximately 1.5 million, constituting
approximately 44% of the state's population and  serving  approximately 685,000
customers.


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION PRINCIPLES
The  consolidated  financial statements include the accounts  of  PGE  and  its
majority-owned subsidiaries.   Intercompany balances and transactions have been
eliminated.

BASIS OF ACCOUNTING
PGE and its subsidiaries' financial  statements  conform  to generally accepted
accounting  principles.   In  addition,  PGE's  accounting  policies   are   in
accordance  with  the  requirements  and the ratemaking practices of regulatory
authorities having jurisdiction.  PGE's  consolidated  financial  statements do
not reflect an allocation of the purchase price that was recorded by Enron as a
result of the PGC Merger.

USE OF ESTIMATES
The  preparation  of financial statements requires management to make  estimates
and assumptions that  affect  the reported amounts of assets and liabilities at
the date of the financial statements  and  the reported amounts of revenues and
expenses during the reporting period.  Actual  results  could differ from those
estimates.

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

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

PURCHASED POWER
PGE  credits  purchased  power  costs for the benefits received through a power
purchase and sale contract with the  BPA.   Reductions in purchased power costs
that result from this exchange are passed directly  to  PGE's  residential  and
small  farm  customers  in  the  form  of  lower  prices.  BPA terminated these
benefits in October 1997 resulting in no future purchased  power  credits and a
retail price increase of 11.9%.

DEPRECIATION
PGE's  depreciation  is  computed  on  the  straight-line  method based on  the
estimated  average  service lives of the various classes of plant  in  service.
Depreciation expense  as  a percent of the related average depreciable plant in
service was approximately 4.3% in 1997 and 1996, and 4.0% in 1995.

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

PGE's capital  leases  are amortized over the life of the lease. As of December
31, 1997 and 1996 accumulated  amortization  for capital leases totaled $33 and
$31 million, respectively.


                                    30
                                  
<PAGE>


ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFDC)
AFDC  represents  the  pretax  cost  of borrowed funds  used  for  construction
purposes and a reasonable rate for equity  funds.   AFDC is capitalized as part
of the cost of plant and is credited to income but does  not  represent current
cash earnings.  The average rates used by PGE were 5.5%, 5.5% and  7.2% for the
years 1997, 1996 and 1995, respectively.

INCOME TAXES
PGE's  federal  income  taxes  are  a part of its parent company's consolidated
federal income tax return.  PGE pays  for its tax liabilities when it generates
taxable income and is reimbursed for its  tax benefits by the parent company on
a  stand-alone  basis.  Deferred  income  taxes  are   provided   for  temporary
differences  between financial and income tax reporting.  Amounts recorded  for
Investment Tax  Credits  (ITC)  have  been  deferred and are being amortized to
income  over the approximate lives of the related  properties,  not  to  exceed
25 years.  See Note 3, Income Taxes, for more details.

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

DERIVATIVE FINANCIAL INSTRUMENTS
PGE uses financial  instruments  such  as  forwards  and swaps to hedge against
exposures to interest rate risks.  The objective of PGE's hedging program is to
mitigate risks due to market fluctuations associated with  external financings.
Gains  and losses on financial instruments that reduce interest  rate  risk  of
future debt  issuances  are deferred and amortized over the life of the related
debt as an adjustment to interest expense.

REGULATORY ASSETS AND LIABILITIES
The Company is subject to  the  provisions of Statement of Financial Accounting
Standards No. 71,   "Accounting for the Effects of Certain Types of Regulation"
(SFAS No. 71).  When the requirements of SFAS No. 71 are met PGE defers certain
costs which would otherwise be charged  to  expense,  if  it  is  probable that
future  prices  will  permit  recovery  of  such  costs. In addition PGE defers
certain revenues, gains or cost reductions which would  otherwise  be reflected
in  income  but  through the ratemaking process ultimately will be refunded  to
customers.

Regulatory assets  and liabilities are reflected as deferred charges, and other
liabilities in the financial  statements are amortized over the period in which 
they are included in billings to customers.

Amounts in the Consolidated Balance Sheets as of  December  31  relate  to  the
following:


<TABLE>
<CAPTION>
                                                   1997                     1996
<S>                                                <C>                      <C>
                                                       (millions of dollars)
Regulatory Assets
  Trojan-related                                   $488                    $ 557
  Income taxes recoverable                          174                      196
  Debt reacquisition and other                       47                       51
  Conservation investments - secured                 72                       80
  Energy efficiency programs                         19                       12
  Regional Power Act                                 19                        -
              Total Regulatory Assets              $819                    $ 896
Regulatory Liabilities
  Deferred gain on SCE termination                 $103                    $ 113
  Merger payment obligation                         103                        -
  Miscellaneous                                      52                       36
              Total Regulatory Liabilities         $258                    $ 149
</TABLE>


                                          31
                                        
<PAGE>



As  of  December  31,  1997,  a majority of the Company's regulatory assets and
liabilities are being reflected  in rates charged to customers.  Based on rates
in place at year-end 1997, the Company  estimates  that  it  will  collect  the
majority  of  its  regulatory assets within the next 10 years and substantially
all of its regulatory assets within the next 20 years.

CONSERVATION INVESTMENTS  -  SECURED  -  In  1996,  $81 million of PGE's energy
efficiency investment was designated as Bondable Conservation  Investment  upon
PGE's  issuance of 10-year conservation bonds collateralized by an OPUC assured
future revenue stream.  These bonds provide savings to customers while granting
PGE immediate  recovery  of  its  prior energy efficiency program expenditures.
Future revenues collected from customers will pay debt service obligations.

DEFERRED  GAIN ON SCE TERMINATION -  In  1996,  PGE  and  SCE  entered  into  a
termination  agreement for the Power Sales Agreement between the two companies.
The agreement  requires that SCE pay PGE $141 million over 6 years ($15 million
per year in 1997 through 1999 and $32 million per year in 2000 through 2002).

MERGER PAYMENT OBLIGATION  -  Pursuant  to  the  Enron/PGC merger agreement PGE
customers  are guaranteed $105 million in compensation  and  benefits,  payable
over an eight-year period,  in the form of reduced prices. These benefits are
being paid by Enron, received by PGE and passed on to PGE's retail customers.

TRANSACTIONS WITH RELATED PARTIES
As part of its ongoing operations,  PGE  also provides and receives incidental
services from Enron affiliated companies.   Amounts  paid  and received are not
material.

                                        32
                                      
<PAGE>


NOTE 2 - EMPLOYEE BENEFITS

PENSION PLAN
PGE participates in a non-contributory  defined  benefit pension plan  (the  
Plan) with other affiliated companies. Substantially all of the plan members 
are current or former PGE employees.  Benefits under the Plan are based on 
years of service,  final  average pay and covered  compensation.   PGE's
policy is to contribute annually  to  the  Plan  at  least  the  minimum  
required under the  Employee Retirement Income Security Act of 1974 but not
more  than  the  maximum  amount deductible for income tax purposes.  The
Plan's assets are held in a trust  and consist primarily of investments in 
common stocks, corporate bonds and U.S. government issues.

PGE determines net periodic pension expense according to the principles of 
SFAS No. 87, "Employers' Accounting for Pensions".  Differences  between  the
actual and expected return on Plan assets are considered in the determination
of future pension expense.  The following table sets forth the Plan's funded
status and amounts recognized in PGE's financial statements (millions of 
dollars):


<TABLE>
<CAPTION>
                                                         1997                    1996
<S>                                                      <C>                     <C>
Actuarial present value of benefit obligations:
   Accumulated benefit obligation, including
     vested benefits of $187 and $171                    $  201                 $  184
   Effect of projected future compensation levels            39                     38
   Projected benefit obligation (PBO)                       240                    222
Plan assets at fair value                                   375                    315
Plan assets in excess of PBO                                135                     93
Unrecognized net experience gain                           (128)                   (90)
Unrecognized prior service costs amortized
   over 13- to 16-year periods                               11                     12
Unrecognized net transition asset being                 
 recognized over 18 years                                   (14)                   (16)
Pension prepaid asset/(liability)                        $    4                 $   (1)
</TABLE>




<TABLE>
<CAPTION>
                                                         1997                   1996                 1995
<S>                                                      <C>                    <C>                  <C>
ASSUMPTIONS:
   Discount rate used to calculate PBO                   7.25%                  7.50%                7.00%
   Rate of increase in future compensation levels        5.25                   5.50                 5.00
   Long-term rate of return on assets                    9.00                   8.50                 8.50
</TABLE>


<TABLE>
<CAPTION>
COMPONENTS OF NET PERIODIC PENSION EXPENSE
 (MILLIONS OF DOLLARS):
<S>                                                      <C>                    <C>                  <C>
   Service cost                                          $   6                  $   7                $   5
   Interest cost on PBO                                     17                     15                   15
   Actual return on plan assets                            (71)                   (38)                 (59)
   Net amortization and deferral                            43                     15                   37
   Net periodic pension expense/(benefit)                $  (5)                $   (1)               $  (2)
</TABLE>


OTHER POST-RETIREMENT BENEFIT PLANS
PGE accrues  for health, medical and life insurance costs
during the employees' service years,  in  accordance  with  SFAS  No. 106.  PGE
receives  recovery  for the annual provision in customer rates.  Employees  are
covered under a Defined  Dollar  Medical  Benefit  Plan  which  limits PGE's 
obligation by establishing a maximum contribution per employee.  The
accumulated benefit obligation for post-retirement  health  and life
insurance benefits at December 31, 1997 was $27 million, for which there were
$32 million of assets held in trust.

                                          33
                                        
<PAGE>


PGE also provides senior officers with additional benefits under an unfunded 
Supplemental Executive Retirement Plan (SERP).  Projected benefit obligations 
for the SERP are $12 million and $10 million at December 31, 1997 and 1996, 
respectively.

DEFERRED COMPENSATION
PGE provides certain employees with benefits under an unfunded Management 
Deferred Compensation Plan (MDCP).  Obligations for the MDCP were $26 million 
and $21 million at December 31, 1997 and 1996, respectively.

EMPLOYEE STOCK OWNERSHIP PLAN
PGE participates in  an Employee Stock Ownership Plan (ESOP) which is a part of
its 401(k) retirement  savings  plan.  One-half of employee contributions up to
6% of base pay are matched by employer contributions in the form of ESOP common
stock.   Shares of common stock to  be  used  to  match  contributions  by  PGE
employees are purchased from Enron Corp. at current market prices.


                                      34
                                    
<PAGE>


NOTE 3 - INCOME TAXES

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


<TABLE>
<CAPTION>
                                          1997             1996              1995
<S>                                       <C>              <C>               <C>
 Income Tax Expense
   Currently payable
      Federal                             $114             $ 98              $ 74
      State & local                         14               22                10
                                           128              120                84
   Deferred income taxes
      Federal                              (45)              (4)              (11)
      State & local                         (9)              (1)               (7)
                                           (54)              (5)              (18)
   Investment tax credit adjustments        (4)              (4)               (6)
                                         $  70             $111              $ 60
 Provision Allocated to:
   Operations                            $  83             $112              $ 90
   Other income and deductions             (13)              (1)              (30)
                                         $  70             $111              $ 60
 Effective Tax Rate Computation:
  Computed tax based on statutory
  federal income tax rates applied
  to income before income tax            $ 69              $ 93              $ 53
   Flow through depreciation                6                 9                7
   Regulatory disallowance                  -                 -                3
   State and local taxes - net             13                12                6
   State of Oregon refund                  (9)                -               (4)
   Investment tax credits                  (4)               (3)              (5)
   Excess deferred tax                     (1)               (1)              (1)
   Other                                   (4)                1                1
                                         $ 70              $111              $ 60
   Effective tax rate                    35.7%             41.6%             39.2%
</TABLE>


As of December 31, 1997 and 1996, the significant components  of PGE's deferred
income tax assets and liabilities were as follows (millions of dollars):


<TABLE>
<CAPTION>
                                         1997                   1996
<S>                                      <C>                    <C>
DEFERRED TAX ASSETS
Plant-in-service                         $  56                  $  64
Other                                       50                     21
SCE termination payment                     49                      -
                                           155                     85
DEFERRED TAX LIABILITIES
Plant-in-service                          (402)                  (415)
Energy efficiency programs                 (32)                   (32)
Trojan abandonment                         (65)                   (69)
WNP-3 exchange contract                      -                    (59)
Other                                      (19)                    (8)
                                          (518)                  (583)
Total                                    $(363)                 $(498)
</TABLE>


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


                                               35
                                             
<PAGE>


NOTE 4 - COMMON AND PREFERRED STOCK


COMMON AND PREFERRED STOCK


<TABLE>
<CAPTION>
                                   COMMON STOCK                  CUMULATIVE PREFERRED              Other
                                   Number         $3.75 Par      Number                $100 Par    No-Par   Paid-in    Unearned
                                   OF SHARES      VALUE          OF SHARES             VALUE       VALUE    CAPITAL    COMPENSATION*

 (millions of dollars)
  except share amounts)


<S>                                <C>            <C>            <C>                   <C>         <C>      <C>        <C>
 December 31, 1994                 42,758,877     $     160      1,297,040              $100       $30      $470       $(12)
 Redemption of preferred stock                                    (797,040)              (80)        -         3          -
 Repayment of ESOP loan
  and other                                 -             -              -                 -         -         -          5

 December 31, 1995                 42,758,877     $     160        500,000              $ 20       $30      $473       $ (7)
 Redemption of preferred stock                                    (200,000)              (20)        -         2          - 
 Repayment of ESOP loan
  and other                                 -             -              -                 -         -         2          5

 December 31, 1996                 42,758,877     $     160        300,000                 -       $30      $477       $ (2)
 Repayment of ESOP loan
   and other                                -             -              -                 -         -         3          2

 December 31, 1997                 42,758,877     $     160        300,000              $  -       $30      $480       $  -


</TABLE>


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


<TABLE>
<CAPTION>
PGE's cumulative preferred stock consisted
of:

At December 31,                                         1997         1996
                                                        (millions of dollars)
<S>                                                     <C>          <C>
Subject to mandatory redemption             
No par value 30,000,000 shares authorized
   7.75% Series 300,000 shares outstanding              $30          $30
</TABLE>


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

COMMON DIVIDEND RESTRICTION OF SUBSIDIARY
Enron Corp. is the sole shareholder of PGE  common stock.  PGE is restricted 
from paying dividends or making other distributions to Enron Corp. without  
prior OPUC approval to the extent such payment or distribution would reduce 
PGE's  common stock equity capital below 48% of its total capitalization.


                                        36
                                      
<PAGE>


NOTE 5 - CREDIT FACILITIES AND DEBT

At December 31, 1997, PGE had total  committed lines of credit of $200 million
expiring in July 2000.  These lines of credit have an annual fee of 0.10% and do
not  require  compensating  cash  balances.  These lines  of  credit  are  used
primarily as backup for both commercial  paper  and  borrowings from commercial
banks under uncommitted lines of credit.  At December  31,  1997, there were no
outstanding borrowings under the committed lines of credit.

PGE  has  a $200 million commercial paper facility. Unused committed  lines  of
credit must  be  at  least  equal  to  the  amount  of  PGE's  commercial paper
outstanding.    Commercial  paper and lines of credit borrowings are  at  rates
reflecting current market conditions.

PGE sells commercial paper to provide financing for various corporate purposes.
As of December 31, 1997, commercial  paper borrowings of $100 million have been
classified as long-term debt based upon  the  availability  of committed credit
facilities with expiration dates exceeding one year and management's  intent to
maintain such amounts in excess of one year.  Similarly, at December 31,  1997,
$71 million of long-term debt due within one year is  classified as long-term.

Short-term borrowings and related interest rates were as follows:



<TABLE>
<CAPTION>
                                                       1997                  1996               1995
<S>                                                    <C>                   <C>                <C>
AS OF YEAR-END:                                                (millions of dollars)
   Aggregate short-term debt outstanding
     Commercial paper                                  $100                  $ 83               $170
     Bank loans                                           -                     9                  -
   Weighted average interest rate*
     Commercial paper                                   6.0%                  5.6%               6.1%
     Bank loans                                           -                   7.3                  -
    Committed lines of credit                          $200                  $200               $200

FOR THE YEAR ENDED:
    Average daily amounts of short-term
    debt outstanding
     Commercial paper                                  $ 89                  $158               $111
     Bank loans                                           -                     5                  -
    Weighted daily average interest rate*
     Commercial paper                                  5.6%                  5.6%               6.3%
     Bank loans                                           -                  5.7                   -
    Maximum amount outstanding
     during the year                                   $115                  $251               $170
</TABLE>


*  Interest  rates exclude the effect of commitment fees, facility
fees and other financing fees.

                                        37
                                      
<PAGE>


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


<TABLE>
<CAPTION>
<S>                                                                  <C>           <C>       
Schedule of long-term debt at December 31                            1997          1996
                                                                      (millions of dollars)
First Mortgage Bonds
   Maturing 1997 through 2002
      6.60%  Series due October 1, 1997                              $    -        $   15
     Medium-term notes 5.65% - 8.88%                                    241           295
  Maturing 2003 - 2007  6.47% - 9.07%                                   153           168
  Maturing 2021 - 2023  7.75% - 9.46%                                   170           195
                                                                        564           673
Pollution Control Bonds
  Port of Morrow, Oregon, variable rate
    (Average 3.7% - 3.8% for 1997), due 2013 &                           29            29
     2031
  City of Forsyth, Montana, variable rate
    (Average variable rates 3.6%- 3.7% for                              119           119
     1997), due 2013-2016
  Amount held by trustee                                                 (8)           (8)
  Port of St. Helens, Oregon, variable rate due 2010
    and 2014 (Average variable rates 3.6% - 3.7%                         52            52
     for 1997
                                                                        192           192
Other
  8.25% Junior Subordinated Deferrable Interest Debentures,
     due December 31, 2035                                               75            75
  6.91% Conservation Bonds maturing monthly to 2006                      73            80
Capital lease obligations                                                 4             7
  Amount reclassified from short-term debt                              100             -
  Other                                                                   -            (1)
                                                                        252           161
                                                                      1,008         1,026
Long-term debt due within one year                                        -           (93)
     Total long-term debt                                            $1,008        $  933
</TABLE>



The  following  principal  amounts  of long-term debt become  due
through regular maturities (millions of dollars):


<TABLE>
<CAPTION>
                       1998             1999             2000             2001             2002
<S>                    <C>              <C>              <C>              <C>              <C>
 Maturities:
       PGE             $71              $102             $32              $53              $23
</TABLE>



                                      38
                                    
<PAGE>


NOTE 6 - OTHER FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS
The following methods and assumptions  were  used to estimate the
fair value of each class of financial instruments for which it is
practical to estimate that value.

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

OTHER INVESTMENTS - Other investments approximate market value.

REDEEMABLE  PREFERRED  STOCK  -  The  fair  value  of  redeemable
preferred stock is based on quoted market prices.

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

The estimated  fair  values of debt and equity instruments are as
follows (millions of dollars):


<TABLE>
<CAPTION>

                               1997                                 1996

                               Carrying                 Fair        Carrying                 Fair
                               Amount                   Value       Amount                   Value
<S>                            <C>                      <C>         <C>                      <C>
Preferred stock subject to
   mandatory redemption        $ 30                     $ 34        $ 30                     $ 31

Long-term debt                 $831                     $861        $940                     $960

</TABLE>



INTEREST RATE SWAPS -  In  August  1996 PGE entered into a 3-year
interest  rate  swap  agreement with a  notional  amount  of  $50
million.  This puts PGE  in  a  floating  rate  position  on  the
additional  $50  million of long-term debt issued in August 1996.
In  December  1997   PGE  canceled  this  agreement.  The  amount
received at cancellation was not material.


NOTE 7 - COMMITMENTS

NATURAL GAS AGREEMENTS
PGE has long-term agreements for transmission of natural gas from
domestic and Canadian  sources  to  natural  gas-fired generating
facilities.   The  agreements  provide  firm  pipeline  capacity.
Under the terms of these agreements, PGE is committed  to  paying
capacity  charges  of  approximately $16 million annually in 1998
through 2002 and $137 million  over  the  remaining  years of the
contracts.  These contracts expire at varying dates from  2001 to
2015.   PGE  has  the  right  to  assign unused capacity to other
parties.

PURCHASE COMMITMENTS
Purchase  commitments  outstanding, which include construction,
coal, and railroad service agreements, totaled approximately $28 million 
at December  31, 1997.  Cancellation of these purchase agreements 
could result in cancellation charges.


                                        39
                                      
<PAGE>


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

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


<TABLE>
<CAPTION>
                                                 ROCKY           PRIEST                                             PORTLAND
                                                 REACH           RAPIDS           WANAPUM            WELLS          HYDRO
<S>                                              <C>             <C>              <C>                <C>            <C>
Revenue bonds outstanding at
 December 31, 1997                               $ 235           $ 174            $ 207              $ 178          $  36
PGE's current share of:
   Output                                         12.0%           13.9%            18.7%              20.4%          100%
   Net capability (megawatts)                      154             128              194                171             36
   Annual cost, including debt service:
      1997                                       $   7           $   3            $   4              $   6          $   4
      1996                                           5               4                5                  6              4
      1995                                           5               4                5                  6              4
Contract expiration date                          2011            2005             2009               2018           2017
</TABLE>


PGE's share of debt service  costs,  excluding  interest, will be
approximately $5 million for 1998, $6 million  for 1999 and 2000,
and  $7 million for 2001 and 2002.  The minimum payments  through
the  remainder   of   the   contracts   are  estimated  to  total
$84 million.

PGE has entered into long-term contracts  to  purchase power from
other utilities in the West.  These contracts will  require fixed
payments  of up to $23 million in 1998 through 1999, $20  million
in 2000, and  $19 million in 2001 through 2002.  After that date,
capacity contract charges will average $19 million annually until
2016.

LEASES
PGE  has operating  and  capital  leasing  arrangements  for  its
headquarters  complex,  combustion turbines and the coal-handling
facilities  and  certain  railroad   cars  for  Boardman.   PGE's
aggregate  rental  payments charged to expense  amounted  to  $24
million for 1997,  and  $22  million  for 1996 and 1995.  PGE has
capitalized its combustion turbine leases.  However, these leases
are considered operating leases for ratemaking purposes.
Future minimum lease payments under non-cancelable  leases are as
follows (millions of dollars):



<TABLE>
<CAPTION>
           YEAR ENDING                                  OPERATING LEASES
           DECEMBER 31           CAPITAL LEASES         (NET OF SUBLEASE RENTALS)              TOTAL
<S>                              <C>                    <C>                                    <C>
 1998                            $       3              $ 22                                   $ 25
 1999                                    1                23                                     24
 2000                                    -                23                                     23
 2001                                    -                23                                     23
 2002                                    -                11                                     11
      Remainder                          -               174                                    174
        Total                            4              $276                                   $280
      Imputed Interest                   -
      Present Value of                
      Minimum Future
      Net Lease Payments         $       4
</TABLE>



Included in the future minimum operating lease payments  schedule  above
is approximately $119 million for  PGE's headquarters complex.


                                        40
                                      
<PAGE>


NOTE 8 - WNP-3 SETTLEMENT EXCHANGE AGREEMENT

During 1997 PGE transferred its rights and certain obligations under the
WNP-3  Settlement  Exchange Agreement (WSA) and the long-term power sale
agreement  with  the  Western  Area  Power  Administration  (WAPA).  The
transfer of PGE's net investment  in  these  contracts  to  Enron Corp.,
PGE's parent and sole common stockholder transaction was executed in the
form of a special non-cash dividend.


NOTE 9 - JOINTLY OWNED PLANT

At December 31, 1997, PGE had the following investments in jointly owned
generating plants (millions of dollars):


<TABLE>
<CAPTION>
                                                       MW               PGE %           PLANT          ACCUMULATED
     FACILITY        LOCATION            FUEL          CAPACITY         INTEREST        IN SERVICE     DEPRECIATION
<S>                  <C>                 <C>           <C>              <C>             <C>            <C>
  Boardman           Boardman, OR        Coal            508            65.0            $376           $197
  Colstrip 3&4       Colstrip, MT        Coal          1,440            20.0             453            220
  Centralia          Centralia, WA       Coal          1,310            2.5               10              6
</TABLE>



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


NOTE 10 - LEGAL MATTERS

TROJAN INVESTMENT RECOVERY  -  In  April  1996  a circuit court judge in
Marion  County, Oregon found that the OPUC could not  authorize  PGE  to
collect a return on its undepreciated investment in Trojan, contradicting
a November  1994  ruling from the same court.  The ruling was the result
of an appeal of PGE's 1995 general rate order which granted PGE recovery
of, and a return on, 87 percent of its remaining investment in Trojan.

The 1994  ruling was  appealed to the Oregon Court of Appeals and stayed
pending the appeal of the  Commission's  March 1995 order.  Both PGE and
the  OPUC  have separately appealed the April  1996  ruling  which  was
combined with the appeal of the November 1994 ruling at the Oregon Court
of Appeals.

Management believes  that  the  authorized recovery of and return on the
Trojan investment and decommissioning  costs  will  be  upheld  and that
these  legal  challenges will not have a material adverse impact on  the
results of operations  or  financial  condition  of  the Company for any
future reporting period.

OTHER LEGAL MATTERS - PGE 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.


NOTE 11 - TROJAN NUCLEAR PLANT

PLANT  SHUTDOWN AND TRANSITION COSTS - PGE is a 67.5% owner  of  Trojan.
In early  1993,  PGE  ceased  commercial operation of the nuclear plant.
Since plant closure, PGE has committed  itself  to a safe and economical
transition  toward a decommissioned plant.  Remaining  transition  costs
associated with   operating  and  maintaining  the  spent  fuel pool and
securing the plant until fuel is transferred to dry storage  in 1999 are
estimated at $17 million and will be paid from current operating funds.

                                        41
                                      
<PAGE>


DECOMMISSIONING - In December 1997, PGE filed an updated decommissioning
plan  estimate  with  the  OPUC.   The  plan  estimates  PGE's  cost  to
decommission  Trojan  at  $339  million,  reflected  in  nominal dollars
(actual dollars expected to be spent in each year).  The primary  reason
for the reduction in decommissioning estimate is a lower inflation rate,
coupled   with   accelerating  certain  decommissioning  activities  and
partially offset by  cost  increases  related  to the spent fuel storage
project.    The   current   estimate  assumes  that  the   majority   of
decommissioning activities will  occur between 1998 and 2002, while fuel
management  costs  extend  through the  year  2018.  The  original  plan
represents a site-specific decommissioning estimate performed for Trojan
by  an  engineering  firm  experienced   in   estimating   the  cost  of
decommissioning nuclear plants. Updates to plan's original estimate have
been prepared by PGE.  Final site restoration activities are anticipated
to begin in 2018 after PGE completes shipment of spent fuel  to  a USDOE
facility  (see  the Nuclear Fuel Disposal discussion below).  Stated  in
1997 dollars, the decommissioning cost estimate is $286 million.

TROJAN DECOMMISSIONING LIABILITY
      (millions of dollars)

Estimate - 12/31/94                      $351
Upates files with NRC - 11/16/95            7
Updates filed with OPUC - 12/01/97        (19)
                                          339
Expenditures through 12/31/97             (43)
Liability - 12/31/97                     $296

Decommissioning                          $296
Transition costs                           17
Total Trojan obligation                  $313


PGE is collecting  $14  million annually through 2011 from customers for
decommissioning costs.  These amounts are deposited in an external trust
fund which  is limited to  reimbursing  PGE  for  activities  covered in
Trojan's  decommissioning  plan.   Funds  were withdrawn during 1997  to
cover the costs of planning and licensing activities  in  support of the
independent spent fuel storage installation and the reactor  vessel  and
internals removal project.  Decommissioning funds are invested primarily
in  investment-grade,  tax-exempt  and  U.S.  Treasury  bonds.  Year-end
balances are valued at market.

Earnings   on  the  trust  fund  are  used  to  reduce  the  amount   of
decommissioning  costs  to be collected from customers.  PGE expects any
future changes in estimated  decommissioning costs to be incorporated in
future revenues to be collected from customers.

INVESTMENT RECOVERY - The OPUC issued an order in March 1995 authorizing
PGE to recover all of the estimated  costs of decommissioning Trojan and
87%  of  the  remaining investment in the  plant.   Amounts  are  to  be
collected over Trojan's original license period ending in 2011.  The 
OPUC's order  and  the  agency's  authority to grant recovery of the 
Trojan investment under Oregon law are being challenged in state courts.  
Management believes that the  authorized recovery  of the Trojan investment
and decommissioning costs will be upheld and that these legal challenges 
will not have a material adverse impact on the results of operations or 
financial condition of the Company for any future reporting period.

DECOMMISSIONING TRUST ACTIVITY
      (millions of dollars)
                                         1997          1996
Beginning Balance                        $78           $69
 ACTIVITY
  Contributions                           14            15
  Gain                                     6             2
Disbursements                            (14)           (8)

  Ending Balance                         $84           $78


NUCLEAR FUEL DISPOSAL  AND  CLEANUP  OF  FEDERAL PLANTS - PGE contracted
with  the  USDOE for permanent disposal of its  spent  nuclear  fuel  in
federal facilities  at  a cost of .1<cent> per net kilowatt-hour sold at
Trojan which the Company  paid  during  the  period  the plant operated.
Significant  delays  are  expected in the USDOE acceptance  schedule  of
spent fuel from domestic utilities.   The  federal repository, which was
originally scheduled to begin operations in  1998,  is  now estimated to
commence operations no earlier than 2010.  This may create  difficulties
for  PGE  in  disposing  of  its  high-level  radioactive waste by 2018.
However, federal legislation has been introduced which, if passed, would
require USDOE to provide interim storage for high-level  waste until a
permanent site is established.  PGE intends to build an interim  storage
facility  at  Trojan  to house the nuclear fuel until a federal site  is
available.

                                        42
                                      
<PAGE>


The  Energy  Policy  Act  of   1992  provided  for  the  creation  of  a
Decontamination and Decommissioning Fund to finance the cleanup of USDOE
gas diffusion plants.  Funding comes from domestic nuclear utilities and
the federal government.  Each utility  contributes based on the ratio of
the amount of enrichment services the utility  purchased  to  the  total
amount  of enrichment services purchased by all domestic utilities prior
to the enactment  of  the  legislation.  Based on Trojan's 1.1% usage of
total  industry  enrichment  services,  PGE's  portion  of  the  funding
requirement is approximately $17  million.   Amounts  are funded over 15
years beginning with the USDOE's fiscal year 1993.  Since enactment, PGE
has made the first six of the 15 annual payments with the  first payment
made in September 1993.

NUCLEAR  INSURANCE - The Price-Anderson Amendment of 1988 limits  public
liability  claims  that could arise from a nuclear incident and provides
for loss sharing among all owners of nuclear reactor licenses.   Because
Trojan has been permanently  defueled,  the  NRC  has  exempted PGE from
participation in the secondary financial protection pool covering losses
in excess of $200 million at other nuclear plants.  In addition, the NRC
has reduced the required primary nuclear insurance coverage  for  Trojan
from $200 million to $100 million following a 3 year cool-down period of
the  nuclear  fuel  that  is  still on-site.  The NRC has allowed PGE to
self-insure for on-site decontamination.   PGE  continues  to carry non-
contamination property insurance on the Trojan plant at the $155 million
level.

                                        43
                                      
<PAGE>
                                   

                QUARTERLY COMPARISON FOR 1997 AND 1996 (UNAUDITED)



                             MARCH 31    JUNE 30    SEPTEMBER 30 DECEMBER 31
                             (MILLIONS OF DOLLARS)
1997
Operating revenues           $368        $308         $391       $349
Net operating income           65          46           46         51
Net income                     48          28           15         35
Income available for
 common stock                  47          28           14         35


1996
Operating revenues           $300        $233         $260       $317
Net operating income           68          52           47         63
Net income                     50          35           28         43
Income/(loss) available for
 common stock                  49          34           27         43







ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                     ACCOUNTING AND FINANCIAL DISCLOSURE


None.


                                        44
                                      
<PAGE>



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



DIRECTORS OF THE REGISTRANT (*)


JAMES V. DERRICK, JR., age 53
  Director since 1997
  Mr.  Derrick has served as Senior Vice President and General Counsel of Enron
  Corp. since June 1991.  Prior to joining Enron Corp. In 1991, Mr. Derrick was
  a partner at the law firm of Vinson & Elkins L.L.P. for more than 13 years.

KEN L. HARRISON, age 55
  Director since 1987
  Mr. Harrison serves as a Director  and  Vice  Chairman of Enron Corp. and has
  served  as  Chairman  of the Board and Chief Executive  Officer  of  Portland
  General Electric Company since 1987.

JOSEPH M. HIRKO, age 41
 Director since 1997.
  Mr.  Hirko  serves  as  Senior  Vice  President   of Enron Corp. and Portland
  General  Electric  Company.   Mr. Hirko also serves as  President  and  Chief
  Executive Officer of First Point Communications.  From 1991 to 1998 he served
  as Vice President-Finance, Chief  Financial Officer, Chief Accounting Officer
  and Treasurer of Portland General Electric Company.

KENNETH L. LAY, age 55
  Director since 1997
  For over five years, Mr.  Lay  has  been  Chairman  of  the  Board  and Chief
  Executive  Officer  of  Enron Corp.   Mr. Lay is also a Director of Eli Lilly
  and
  Company, Compaq Computer Corporation,  Enron Oil & Gas Company,  EOTT  Energy
  Corp. (the general
  partner of EOTT Energy Partners, L.P.) and Trust Company of the West.

JEFFREY K. SKILLING, age 44
  Director since 1997
  Since  January  1,  1997,  Mr  Skilling  has  served  as  President and Chief
  Operating  Officer  of  Enron  Corp.  From June 1995 until December  1996  he
  served as Chief Executive Officer  and  Managing  Director of Enron Capital &
  Trade Resources Corp ("ECT").  From August 1990 until June 1995, Mr. Skilling
  served ECT in a variety of managerial positions.
  

(*)Directors  of PGE hold office until the next annual meeting of  shareholders
   or until their respective successors are duly elected and qualified.

                                        45
                                      
<PAGE>



EXECUTIVE OFFICERS OF THE REGISTRANT (*)



<TABLE>
<CAPTION>

NAME                           AGE  BUSINESS     EXPERIENCE
<S>                            <C>  <C>

Ken L. Harrison                55   Appointed to current position of Chairman of the Board and Chief Executive  Officer on
  Chairman of the Board, Chief      December 1, 1988.
  Executive Officer, PGE

Alvin Alexanderson             50   Appointed to current position on December 12, 1995.  Served as Vice President, Rates and
  Senior Vice President             Regulatory Affairs from February 1991 until appointed to current position.
  General Counsel and Secretary 

Arleen Barnett                 45   Appointed to current position on February 23, 1998.  Served as Manager, Human Resources
  Vice President                    from 1989 until appointed to current position.
  Human Resources

David K. Carboneau             51   Appointed to current position in October 1989.  Served as Vice President, Utility Service
  Vice President                    and Telecommunications from January 1997 until July 1997.  Served as Vice President,
                                    Information Technology from January 1996 until January 1997.  Served as Vice President,
                                    Thermal and Power Operations from September 1995 to January 1996.  Served as Vice
                                    President, PGE Administration from October 1992 to September 1995. 

Steven N. Elliott              37   Appointed to current position on February 23, 1998.  Served as Vice President, Finance and
  Vice President                    Treasurer from July 1997 until appointed to current position.  Served as Manager, Corporate
  Chief Financial Officer and       Finance and Assistant Treasurer from April 1992 until July 1997.
  Treasurer

Joseph E. Feltz                43   Appointed to current position on July 1, 1997.  Previously served as Assistnat Controller
  Controller and                    and Assistant Treasurer for over five years.
  Chief Accounting Officer


Peggy Y. Fowler                46   Appointed to current position  on  July  1,  1997.  Served as Executive Vice President 
  President                         and Chief Operating Officer, PGE from November 1996 until appointed to current position.  
  Chief Operating Officer           Served as Senior Vice President, Energy Services from September 1995 until  November 1996.
  Distribution Operations           Served as Vice President, Distribution and Power Production from  January  1990 to 
                                    September 1995.


Stephen R. Hawke               48   Appointed to current position on July 1, 1997.  Served as General Manager, System
  Vice President                    Planning and Engineering until appointed to current position.  Served as Manager,
  Delivery System Planning &        Response and Restoration from May 1993 until May 1995.  Served as Manager, Western
  Engineering                       Region from August 1990 until May 1993.


Joseph M. Hirko                41   Appointed to current position on September 12, 1995.  Served as Vice President-Finance
  Senior Vice President             from December 1991 until July 1997.  Served as Chief Financial Officer from December
                                    1991 until February 1998.  Served as Chief Accounting Officer from December 1991 until
                                    July 1997.  Served as Treasurer from June 1989 to July 1997.

Joe A. McArthur                50   Appointed to current position on July 1, 1997.  Served as Manager of Western Region
  Vice President                    from May 1996 until appointed to current position.  Served as Manager, System
  Substation and Line Operations    Planning from May 1995 to May 1996.  Served as Commercial and Industrial Market
                                    Manager from 1993 to 1995.  Served as Substation Maintenance and Metering Manager from
                                    1980 to 1993.


James J. Piro                  45   Appointed  to  current  position on February 23, 1998.  Served as General Manager, Planning Vice
President                           Support and Analysis from November 1992 until appointed to current position.

</TABLE>

                                        46
                                      
<PAGE>




EXECUTIVE OFFICERS OF THE REGISTRANT (*) - CONT'D.



<TABLE>
<CAPTION>

NAME                           AGE  BUSINESS      EXPERIENCE

<S>                            <C>  <C>

Frederick D. Miller            55   Appointed  to current position on July 1, 1997.  Served as Senior Vice President, Public  Senior
  Vice President                    Affairs and Corporate Services from November 1996 until appointed to current position.  Served
  Public Policy and                 as Director of Executive Department, State of Oregon, from 1987 until appointed to Vice
  Administrative                    President, Public Affairs and Corporate Services in October 1992.
  Services and Distribution 
  System Services


Walter E. Pollock              55   Appointed to  current  position  on  July  1, 1997.  Served as Vice President, Enron 
  Senior Vice President             Capital and Trade and Senior Vice President, First Point Utility Solutions from
  Power Supply                      November 1996 until appointed to current position.  Served as Group Vice President, 
                                    Marketing Conservation and Production at Bonneville Power Administration (BPA)
                                    from April 1994 to November 1996.  Served as Assistant Administrator at BPA, Office
                                    of Power Sales from January 1988 until March 1994.


Christopher D. Ryder           48   Appointed to current position on July 1, 1997.  Served as General Manager, Customer
  Vice President                    Services and Southern Region Operations from 1996 until appointed to current
  Customer and Line Operations      position.  Served as General Manager, Customer Services and Marketing from 1992 to 1996.


</TABLE>

(*)   Officers are listed as of February 28, 1998.  The officers are elected to
      serve for a term of one year or until their successors are elected and
      qualified.

                                        47
                                      
<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION


                          Summary Compensation Table

The following table  sets forth the total compensation earned for each year
ended December 31, 1997, 1996,  1995 by the Chief Executive Officer and the 
four most highly compensated executive officers of PGE.

<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                   Annual Compensation                   Compensation           All Other

                                                   Salary ($)          Bonus ($)         Restricted Stock       Compensation
Name and Principal Position           Year         (1)                 (1)               Awards ($) (2)         ($) (3)
<S>                                   <C>          <C>                 <C>               <C>                    <C>

Ken L. Harrison (4)                   1997         $243,570            $236,592          $204,755               $68,051
  Chairman of the Board,              1996          399,510             252,193           251,410                40,480
  Chief Executive Officer             1995          417,113             325,439           305,250                59,646

Peggy Fowler                          1997          230,000             160,000           230,185                29,406
  President, Distribution Operations  1996          202,504             106,379           150,500                24,045
  Chief Operating Officer             1995          165,213              78,836           111,000                18,185

Richard E. Dyer (5)                   1997          219,306             165,250           215,060                27,209
   Senior Vice President,             1996          209,196             111,002           150,500                23,428
   Power Supply                       1995          198,297             104,655           111,000                11,979

Frederick D. Miller                   1997          175,020             105,000                 -                48,906
   Senior Vice President, Public      1996          161,259              73,811            75,250                36,400
   Policy, Administrative             1995          137,634              62,341            55,500                32,517
   Services and Distribution
   System Services

Joseph M. Hirko (4) (6)               1997           89,835             158,270           125,038                22,885
   Senior Vice President              1996          103,934              95,509           114,277                18,477
                                      1995          204,646             100,296           138,750                18,540
</TABLE>



(1)                      Amounts  shown  include  cash  compensation earned and 
                         received by the executive officer,  as well as amounts
                         earned but deferred at the election of the officer.

(2)                      Restricted  stock  awards  are valued at  the  closing
                         price  of $41.4375 per share  of  Enron  Corp.  common
                         stock for  the July 1, 1997 grant, which will vest 20%
                         on July 1, 1998  and 20% on each of the following four
                         anniversaries  of  the   date   of   grant.   Dividend
                         equivalents for the July 1, 1997 grant accrue from the
                         date  of grant and are paid upon vesting.   Restricted
                         stock awards  are  valued  at  the  closing  price  of
                         $37.625   per  share  of  PGC  common  stock  for  the
                         September 10,  1996  grant.   The  September  10, 1996
                         grant converted to Enron shares on the effective  date
                         of  the  Merger.   Dividends on this grant are paid as
                         declared.   Restricted  stock  awards  are  valued  at
                         $27.75 per share  of PGC common stock for the November
                         6, 1995 grant.  This  grant  vested November 1996 upon
                         PGC  shareholder  approval  for  the  original  Merger
                         Agreement.  Aggregate restricted stock holdings listed
                         below  are valued at $41.5625 per share,  the  closing
                         price of  the Enron Corp. common stock on December 31,
                         1997.

                          Aggregate Restricted Stock Holdings

                                         AGGREGATE SHARES (#)  VALUE ($)
   Ken L. Harrison                            23,477           $975,763
   Peggy Fowler                                9,485            394,220
   Richard E. Dyer                             9,120            379,050
   Frederick D. Miller                         1,965             81,670
   Joseph M. Hirko                            10,947            454,985


                                       48
                                     
<PAGE>



(3)     Other  compensation  includes:  (i) company-paid split dollar insurance
        premiums; (ii) the dollar value of life insurance benefits as 
        determined under the Commission's methodology for valuing such 
        benefits; (iii)  company contributions  to the RSP and the MDCP; and 
        (iv) earnings on amounts in the MDCP which are greater  than 120 
        percent of the federal long-term rate which was in effect at the time  
        the  rate was set.  The following table lists the amount for 1997:


<TABLE>
<CAPTION>

                                                    Dollar Value of
                                 Split Dollar       Life Insurance   Contributions to    Above Market
                               Insurance Premium                     401 (k) and MDCP    Interest on MDCP
                                                                                                                   Total
<S>                            <C>                 <C>               <C>                 <C>                       <C>
Ken L. Harrison                $  968              $ 2,038           $11,615             $53,430                   $68,051

Peggy Fowler                      705                8,833            13,800               6,068                    29,406

Richard E. Dyer                 1,290                9,862            10,886               5,171                    27,209

Frederick D. Miller               925               21,031            13,700              13,250                    48,906

Joseph M. Hirko                   321                2,833             8,963              10,768                    22,885

</TABLE>


(4)     Mr. Harrison and Mr. Hirko also serve  as  executive officers of Enron 
        Corp.  The compensation shown represents the amount allocated to PGE.

(5) Richard  E.  Dyer retired from  Portland General Electric Company as of
    February 1, 1998.

(6) Joseph M. Hirko resigned his position as Chief Financial Officer of Portland
   General Electric Company as of February 23, 1998.

                                       49
                                     
<PAGE>



The following table  lists information concerning the stock options to purchase
shares of Enron Corp. common stock that were granted to PGE's five highest paid
officers during 1997.  No stock appreciation rights were granted during 1997.

                        Options/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>


                            Number of         % of Total
                            Securities        Options/                                           Potential Realized Value at
                            Underlying        SARs Granted                                       Assumed Annual Rates of Stock
                            Options/          to Employees in   Exercise or                      Price Appreciation for Option
                            SARs{(1)}         Fiscal Year       Base Price        Expiration     Term

NAME                        GRANTED           FISCAL YEAR       ($/SH)            DATE           5%                10%
<S>                         <C>               <C>               <C>               <C>            <C>               <C>

Ken L. Harrison             120,000{(2)}      0.71%             $41.4375          07/01/07       $3,127,178        $7,924,884
                             33,335{(5)}      0.20%              41.5625          12/31/04          564,032         1,314,434
                              7,430{(6)}      0.04%              41.5625          12/31/07          194,209           492,163
                                              
Peggy Y. Fowler              30,000{(2)}      0.18%             $41.4375          07/01/07       $  781,795        $1,981,221
                             10,260{(5)}      0.06%              41.5625          12/31/04          173,600           404,563
                              3,255{(6)}      0.02%              41.5625          12/31/07           85,081           215,611

Joseph M. Hirko              50,000{(2)}      0.30%             $41.4375          07/01/07       $1,302,991        $3,302,035
                             25,000{(3)}      0.15%              38.8750          10/13/07          611,207         1,548,919
                              4,525{(4)}      0.03%              39.8750          12/08/07          113,474           287,566
                             12,825{(5)}      0.08%              41.5625          12/31/04          217,000           505,703
                              3,680{(6)}      0.02%              41.5625          12/31/07           96,190           243,763

Richard E. Dyer              30,000{(2)}      0.18%             $41.4375          07/01/07       $  781,795        $1,981,221
                              3,045{(6)}      0.02%              41,5625          12/31/07           79,591           201,701

Frederick D. Miller          25,000{(2)}      0.15%             $41.4375          07/01/07       $   651,496       $1,651,018
                              3,850{(5)}      0.02%              41.5625          12/31/04            65,142          151,809
                              2,480{(6)}      0.01%              41.5625          12/31/07            64,823          164,275

</TABLE>


(1)If a "Change of Control" (as defined in the Enron Corp. 1991 Stock Plan) were
   to occur before the  options  became  exercisable  and  are  exercised,  the
   vesting described below will be accelerated and all such outstanding options
   shall  be surrendered and the optionee shall receive a cash payment by Enron
   in an amount  equal  to  the value of the surrendered options (as defined in
   the 1991 Stock Plan).
(2)Represents stock options awarded  on July 1, 1997, which vested 20% at grant
   and 20% each anniversary date thereafter.
(3)Represents stock options awarded on  October 13, 1997, which cliff vest 100%
   on the 4th anniversary date of the grant.
(4)Represents stock options awarded on December  8, 1997, which cliff vest 100%
   on the 4th anniversary date of the grant.
(5)Represents stock options awarded under the Long-Term  Incentive  Program for
   1998.  Stock options awarded on December 31, 1997 became 20% vested  on  the
   date  of  grant with an additional 20% vested on the anniversary of the date
   of grant until 100% vested December 31, 2001.
(6)Represents shares issued  on  December 31, 1997, as a new employee under the
   All Employee Stock Option Program.


                                      50
                                    
<PAGE>


The following table lists information concerning the options to purchase shares
of Enron Corp. common stock that were  exercised  by  the  officers named above
during  1997  and the total options and their value held by each  at  year-end
1997.

                                                   Aggregate  Stock Options/SAR
Exercised During 1997
                                                   and Stock Options/SAR Values
at December 31, 1997

<TABLE>
<CAPTION>



                                                                 Number of Securities Underlying
                                                                 Unexercised Options/SAR           Value of Unexercised In-the-Money
                                                                 AT DECEMBER 31, 1997              Options/SARs
                                                                                                   AT DECEMBER 31, 1997
                               Shares

                           Acquired            Value                              Un-EXERCISABLE                    Un-EXERCISABLE
NAME                       ON EXERCISE (#)     REALIZED ($)      EXERCISABLE                       EXERCISABLE

<S>                        <C>                 <C>               <C>              <C>              <C>              <C>
Ken L. Harrison            20,000              $449,390          128,567          130,098          $2,502,583       $ 12,000
Peggy Y. Fowler              -                     -               9,552           33,963                 938          2,813
Joseph M. Hirko              -                     -              42,040           83,465             763,806         79,823
Richard E. Dyer              -                     -               7,500           25,545                 937          2,812
Frederick D. Miller          -                     -               7,020           24,310                 781          2,344
</TABLE>



Estimated annual retirement benefits payable upon normal retirement  at  age 65
for the named executive officers are shown in the table below.  Amounts in the 
table reflect payments from the Portland General 
Holdings, Inc. Pension Plan and Supplemental Executive Retirement Plan ("SERP")
combined.


<TABLE>
<CAPTION>
                                     Pension Plan Table
                            Estimated Annual Retirement Benefit
                               Straight-Life Annuity, Age 65


                                Years of Service
    Final Average
    EARNINGS OF:               15                  20                 25
    <S>                        <C>                 <C>                <C>

      175,000                   78,750              91,875            105,000
      200,000                   90,000             105,000            120,000
      225,000                  101,250             118,125            135,000
      250,000                  112,500             131,250            150,000
      300,000                  135,000             157,500            180,000
      400,000                  180,000             210,000            240,000
      500,000                  225,000             262,500            300,000
      600,000                  270,000             315,000            360,000
    1,000,000                  450,000             525,000            600,000
</TABLE>



                                       51
                                     
<PAGE>


Compensation  used  to  calculate  benefits under the combined Pension Plan and
SERP is based on a three-year average  of  base salary and bonus amounts earned
(the highest 36 consecutive months within the  last  10 years), as reported in
the Summary Compensation Table.  SERP participants may  retire without age-based
reductions  in  benefits  when  their  age  plus  years of service  equals  85.
Surviving spouses receive one half the participant's  retirement  benefit  from
the  SERP, plus  the  joint  and  survivor  benefit,  if  any,  Social Security
Supplement  is  paid  until  the  participant  is  eligible for Social Security
retirement benefits.  Retirement benefits are not subject  to any deduction for
Social Security.

The  executive  officers  named in the table have had the following  number  of
service years with the Company:  Ken  L.  Harrison,  22;  Peggy  Y. Fowler, 23;
Richard  E. Dyer, 30; Joseph M. Hirko, 17; Frederick D. Miller, 5.   Under  the
Company's SERP, the named executives are eligible to retire without a reduction
in benefits  upon  attainment of the following ages: Ken L. Harrison, 59; Peggy
Y. Fowler, 55; Richard  E.  Dyer, 55; Joseph M. Hirko, 55; Frederick D. Miller,
62.

EMPLOYMENT CONTRACTS
Mr. Harrison entered into an  employment  agreement with Enron on July 1, 1997,
the effective date of the merger between Enron Corp. and Portland General Corp.
(PGC),  the former parent of PGE, pursuant to which he will serve as Vice
Chairman of Enron and Chairman and Chief Executive  Officer of PGE.  The 
agreement is for a period  of  five  years  and expires on June 30, 2002.   Per 
the terms of the agreement, Mr. Harrison will receive an annual base salary of 
not less than $525,000 and was granted 120,000 stock options which have a 
10-year term and which vest 20% on the date of grant and 20% on each of the 
first five anniversaries of the date  of grant and in  accordance  with  the  
terms  of his agreement.  Mr. Harrison also received 12,670 shares of 
restricted stock which  vest  20%  
on each of the four anniversaries of the date of grant.  Also, 
Mr. Harrison will receive  an annual bonus of not less than $525,000, of which 
20% will be paid in stock options and 80% will be paid in cash.  In the event 
of his involuntary termination,  Mr. Harrison will receive  amounts  prescribed 
in the agreement through the term of the agreement.  If Mr. Harrison terminates 
his employment voluntarily during a Window  Period  (defined  as one of the 
30-day  periods  beginning  on  the second, third, or fourth anniversaries  of  
the effective date of the merger between  Enron  Corp.  and PGE), he will be 
entitled to the insurance  coverage equivalent  to  that under  certain  of  
Enron's  insurance  plans  for  active employees and to  all payments of his 
annual base salary and bonus at such time and in such manner as if his 
employment had continued for the balance of the initial term, provided that,  
if  the  initial term would have continued beyond the  second  anniversary of 
the termination  date,  then  Enron  will  pay  Mr. Harrison a lump  sum amount 
on such second anniversary date equal to the amount which would have been  paid
to  Mr. Harrison during the balance of the initial term if his employment had 
continued during such period.  In the event that the severance or other 
payments payable  under  the  agreement  constitute  "excess parachute  
payments"  within  the  meaning of Section 280G of the Code, and Mr. Harrison 
becomes liable for any excise  tax  or  penalties or interest thereon, Enron 
will make a cash payment to him in an amount  equal  to the tax penalties plus 
an amount equal to any additional tax for which he will  be  liable  as  a 
result  of  receipt  of the payment for such tax penalties and payment for 
such reimbursement  for  additional tax.  The employment agreement  contains 
noncompete   provisions  in  the  event  of  Mr. Harrison's termination of 
employment.

Mr. Hirko's employment  agreement  is  similar  in  structure to Mr. Harrison's
agreement.   Under  his  agreement,  Mr.  Hirko will serve  as  a  Senior  Vice
President of Enron and as a senior executive  officer  of  PGE  for a period of
five years, subject to certain termination provisions similar to  those  in Mr.
Harrison's  agreement,  and  thereafter  as Mr. Hirko and Enron may agree.  Mr.
Hirko will receive an annual base salary of  not  less  than  $250,000  and was
granted  50,000  stock options which have a 10-year term and will vest 20%  on
the date of grant and 20% on each succeeding anniversary of the Effective Date,
except in the case  of  Mr.  Hirko's Involuntary Termination (as defined in the
agreement), but not including a  voluntary termination during a Window Period or
a Change in Control (as defined in  the  agreement)  of  Enron or PGE, in which
case the option will vest immediately.  Mr. Hirko also received 6,035 shares of
Restricted  Stock  which  vest  in  20%  increments on each of the  first  five
anniversaries  of  the  date  of grant and are  subject  to  forfeiture  upon
termination of Mr. Hirko's employment.   Mr. Hirko will receive an annual bonus
of not less than $250,000, of which 20% will  be  paid  in  immediately  vested
stock  options  and  80%  will  be  paid in cash.  Following termination of Mr.
Hirko's employment for any reason, he  or his surviving spouse will be entitled
to a Supplemental Retirement Benefit (as  defined  in  the agreement) to ensure
that the aggregate pension benefits he or his spouse receives,  taking  account
of all pension benefits from PGC and Enron, are at least equal to the aggregate
pension benefits he or his spouse would have received under PGC's Pension  Plan
and  the SERP had he continued to participate in such pension plan and the SERP
through  the  date  of  termination  of  employment.   

                                            52
                                          
<PAGE>

Mr. Hirko's Supplemental Retirement  Benefit  thus  differs from Mr. Harrison's 
Supplemental  Retirement Benefit described above.

The other terms of Mr. Hirko's  employment  agreement are substantially similar
to  those  of  Mr.  Harrison's, except that, in the  event  of  an  Involuntary
Termination prior to  the  expiration  of  the  Initial Term, Mr. Hirko will be
entitled to receive a cash amount equal to the single  sum actuarial equivalent
of  the  incremental  amount that would be paid as the Supplemental  Retirement
Benefit if that amount  were  computed  assuming that Mr. Hirko has attained an
additional three years of age and an additional  three  years  of service under
the SERP.

Ms. Fowler, Messrs. Dyer and Miller entered into employment agreements  on  July
1,  1997,  the  effective  date  of  the  merger  between  Enron  and PGC, the 
former parent of PGE.  The employment  agreements  generally  provide as 
follows: (i) each agreement  will have a term of three years and expire  on  
June  30,  2000; (ii) each agreement provides for severance pay in the event of 
involuntary termination by PGE based on  the  greater of two years or the 
remainder of the term;  (iii)  Mr.  Dyer's agreement  provides  that  he  will  
be  treated  as having  been involuntarily terminated  and entitled to receive 
three years severance pay if he  terminates his employment for any reason 
during a 30-day period beginning on the first anniversary of the Effective 
Time; (iv) the aggregate minimum base salaries per year under such  
agreements  equal $620,000 per year and the aggregate minimum guaranteed  
annual  cash incentives  per  year  under  such  agreements  equal $328,750; 
(v) each agreement  provides  for  the  grant  of  30,000  options to purchase 
shares  of Enron Common Stock, except for Mr. Miller's which provides for 
25,000 options;  (vi) each agreement, other than Mr. Miller's, provides for the
grant of a number of restricted shares of Enron Common Stock having a market
value equal to such employee's annual base salary which will vest over a 
five-year period; (vii) Mr. Dyer's agreement provides  that  the failure of
PGE and Mr. Dyer to extend or enter into a new agreement in either case for 
one year will be treated as involuntary termination, while Ms. Fowler's and 
Mr. Miller's agreement  provide that the failure of PGE and the employee to 
extend or  enter into  a new agreement  in  either  case  for  two  years  
will  be  treated  as involuntary  termination;  
(viii)  each  agreement  provides for a supplemental retirement benefit; (ix) 
each agreement provides that  in  the  event  that the severance  or  other  
payments  payable  under  the  agreement  for involuntary termination  
(except  for  an involuntary termination of the type described  in clause 
(vii) above) constitute  "excess  parachute payments" within the meaning
of  Section  280G  of the Code and the employee  becomes  liable  for  any  Tax
Penalties, PGE will  pay  in  cash  to the employee an amount equal to such Tax
Penalties and any incremental income tax liability arising from such payments, 
grossing up such employee on such gross ups until  the  amount  of  the last 
gross up is less than one hundred dollars; and (x) each agreement includes a 
noncompetition covenant.

COMPENSATIONS OF DIRECTORS
There are no compensation arrangements for or fees paid to Directors of PGE.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None


                                      53
                                    
<PAGE>



ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT

PGE is a wholly owned subsidiary of Enron Corp. (Enron).  As of December 31,
1997 Enron owned 100% of the outstanding shares of common stock of PGE.


ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no relationships or transactions involving PGE's directors and 
executive officers.


                                      54
                                    
<PAGE>



                                Part IV


ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                       ON FORM 8-K


(A) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

   FINANCIAL STATEMENTS

   Report of Independent Public Accountants
   Consolidated Statements of Income for each of the three years
     in the period ended December 31, 1997
   Consolidated Statements of Retained Earnings for each of
     the three years in the period ended December 31, 1997
   Consolidated Balance Sheets at December 31, 1997 and 1996
   Consolidated Statement of Cash Flows for each of the three
     years in the period ended December 31, 1997
   Notes to Financial Statements

   FINANCIAL STATEMENT SCHEDULES
   Schedules are omitted because of the absence  of conditions under which they
   are required or because the required information  is  given in the financial
   statements or notes thereto.

   EXHIBITS
   See Exhibit Index on Page 58 of this report.

(B) REPORT ON FORM 8-K
   December 1, 1997 - Item 5.  Other Events:
      Customer Choice Implementation Proposal

      Residential Exchange Program

      WNP-3 Settlement Exchange Agreement


                                       55
                                     
<PAGE>




 
                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the  Securities Exchange
Act  of 1934, the Registrant has duly caused this report to be  signed  on  its
behalf by the undersigned, thereunto duly authorized.

                                    Portland General Electric Company



March 27, 1998                      By     /S/ KEN L. HARRISON
                                                 Ken L. Harrison


                                         Chairman of the Board and
                                         Chief Executive Officer


Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, this
report  has  been  signed  below by the following  persons  on  behalf  of  the
Registrant and in the capacities and on the dates indicated.


                               Chairman of the Board and
 /S/ KEN L. HARRISON            Chief Executive Officer         March 27, 1998
     Ken L. Harrison


                               Vice President
                                Chief Financial Officer
/S/ STEVEN N. ELLIOTT           and Treasurer                   March 27, 1998
     Steven N. Elliott


                               Controller and
/S/ JOSEPH E. FELTZ             Chief Accounting Officer        March 27, 1998
     Joseph E. Feltz



    *James Y. Derrick
    *Ken L. Harrison
    *Joseph M. Hirko           Directors                        March 27, 1998
    *Kenneth L. Lay
    *Jeffrey K Skilling


     *By              /S/ JOSEPH E. FELTZ
              (Joseph E. Feltz, Attorney-in-Fact)


                                       56
                                     
<PAGE>


                     PORTLAND GENERAL ELECTRIC COMPANY AND
                     SUBSIDIARIES


                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


(2)  PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION

   * Amended  and  Restated  Agreement and Plan of Merger, dated as of July
     20, 1996 and amended and restated as of September 24, 1996 among Enron
     Corp, Enron Oregon Corp and  Portland General Corporation [Amendment 1
     to S4 Registration Nos. 333-13791  and  333-13791-1, dated October 10,
     1996, Exhibit No. 2.1].

(3)  ARTICLES OF INCORPORATION AND BYLAWS

     * Copy of Articles of Incorporation of Portland General Electric Company
       [Registration No. 2-85001,  Exhibit (4)].

     * Certificate  of  Amendment, dated July 2, 1987,  to  the  Articles  of
       Incorporation limiting the personal liability of directors of Portland
       General Electric Company [Form 10-K for the fiscal year ended December
       31, 1987, Exhibit (3)].

     * Form of Articles of  Amendment  of the New Preferred Stock of Portland
       General Electric Company [Registration No. 33-21257, Exhibit (4)].

     * Bylaws of Portland General Electric  Company  as amended on October 1,
       1991 [Form 10-K for the fiscal year ended December  31,  1991, Exhibit
       (3)].

(4)  INSTRUMENTS   DEFINING  THE  RIGHTS  OF  SECURITY  HOLDERS,  INCLUDING
     INDENTURES

     * Portland General  Electric  Company  Indenture of Mortgage and Deed of
       Trust dated July 1, 1945;

     * Fortieth Supplemental Indenture, dated  October 1, 1990 [Form 10-K for
       the fiscal year ended December 31, 1990, Exhibit (4)].

     * Forty-First Supplemental Indenture dated  December  1, 1991 [Form 10-K
       for the fiscal year ended December 31, 1991, Exhibit (4)].

     * Forty-Second Supplemental Indenture dated April 1, 1993 [Form 10-Q for
       the quarter ended March 31,1993, Exhibit (4)].

     * Forty-Third Supplemental Indenture dated July 1, 1993  [Form  10-Q for
       the quarter ended September 30, 1993, Exhibit (4)].

     * Forty-Fourth  Supplemental  Indenture dated August 1, 1994 [Form  10-Q
       for the quarter ended September 30, 1994, Exhibit (4)].

     * Forty-Fifth Supplemental Indenture  dated  May  1, 1995 [Form 10-Q for
       the quarter ended June 30, 1995, Exhibit (4)].

     * Forty-Sixth Supplemental Indenture dated August 1, 1996 [Form 10-K for
       the fiscal year ended December 31, 1997, Exhibit (4)].

       Other instruments which define the rights of holders of long-term debt
       not  required  to  be  filed  herein  will be furnished  upon  written
       request.


                                        57
                                      
<PAGE>

                                      
                     PORTLAND GENERAL ELECTRIC COMPANY AND
                                  SUBSIDIARIES

                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


(10)  MATERIAL CONTRACTS

      * Residential  Purchase  and  Sale  Agreement  with the Bonneville Power
        Administration [Form 10-K for the fiscal year ended December 31, 1981,
        Exhibit (10)].

      * Power  Sales  Contract and Amendatory Agreement  Nos.  1  and  2  with
        Bonneville Power  Administration  [Form 10-K for the fiscal year ended
        December 31, 1982, Exhibit (10)].

      The  following  12 exhibits were filed  in  conjunction  with  the  1985
      Boardman/Intertie Sale:

      * Long-term Power  Sale Agreement, dated November 5, 1985 [Form 10-K for
        the fiscal year ended December 31, 1985, Exhibit (10)].

      * Long-term Transmission Service Agreement, dated November 5, 1985 [Form
        10-K for the fiscal year ended December 31, 1985, Exhibit (10)].

      * Participation Agreement,  dated  December  30, 1985 [Form 10-K for the
        fiscal year ended December 31, 1985, Exhibit (10)].

      * Lease Agreement, dated December 30, 1985 [Form  10-K  for  the  fiscal
        year ended December 31,1985, Exhibit (10)].

      * PGE-Lessee  Agreement,  dated  December  30,  1985  [Form 10-K for the
        fiscal year ended December 31, 1985, Exhibit (10)].

      * Asset  Sales  Agreement, dated December 30, 1985 [Form  10-K  for  the
        fiscal year ended December 31, 1985, Exhibit (10)].

      * Bargain and Sale  Deed,  Bill  of  Sale  and  Grant  of  Easements and
        Licenses, dated December 30, 1985 [Form 10-K for the fiscal year ended
        December 31, 1985, Exhibit (10)].

      * Supplemental Bill of Sale, dated December 30, 1985 [Form 10-K  for the
        fiscal year ended December 31, 1985, Exhibit (10)].

      * Trust  Agreement,  dated  December  30, 1985 [Form 10-K for the fiscal
        year ended December 31, 1985, Exhibit (10)].

      * Tax Indemnification Agreement, dated  December 30, 1985 [Form 10-K for
        the fiscal year ended December 31, 1985, Exhibit (10)].

      * Trust Indenture, Mortgage and Security  Agreement,  dated December 30,
        1985 [Form 10-K for the fiscal year ended December 31,  1985,  Exhibit
        (10)].

      * Restated and Amended Trust Indenture, Mortgage and Security Agreement,
        dated  February 27, 1986 [Form 10-K for the fiscal year ended December
        31, 1985, Exhibit (10)].
         
        Portland   General   Holdings,   Inc.   Outside   Directors'  Deferred
        Compensation  Plan,  1997  Restatement  dated  June  25,  1997  (Filed
        herewith).

        Portland General Holdings, Inc. Retirement Plan for Outside Directors,
        1997 Restatement dated June 25, 1997 (Filed herewith).

                                       58
                                     
<PAGE>


                     PORTLAND GENERAL ELECTRIC COMPANY AND
                                  SUBSIDIARIES

                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


(10)    Portland  General  Holdings,  Inc.  Outside  Directors' Life Insurance
CONT.   Benefit Plan, 1997 Restatement dated June 25, 1997 (Filed herewith).

              EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

        Portland General Holdings, Inc. Management Deferred Compensation Plan,
        1997 Restatement dated June 25, 1997 (Filed herewith).

        Portland General Holdings, Inc. Senior Officers Life Insurance Benefit
        Plan, 1997  Restatement Amendment No. 1 dated June  25,  1997  (Filed
        herewith).

      * Portland General  Electric  Company  Annual Incentive MasterPlan [Form
        10-K for the fiscal year ended December 31, 1987, Exhibit (10)].

      * Portland  General  Electric  Company  Annual  Incentive  Master  Plan,
        Amendments No. 1 and No. 2 dated March  5,  1990  [Form  10-K  for the
        fiscal year ended December 31, 1989, Exhibit (10)].

        Portland  General  Holdings,  Inc.  Supplemental  Executive Retirement
        Plan, 1997 Restatement dated June 25, 1997 (Filed herewith).

(23)    CONSENTS OF EXPERTS AND COUNSEL

        Portland  General  Electric  Company  Consent  of  Independent  Public
        Accountants (filed herewith).

(24)    POWER OF ATTORNEY

        Portland General Electric Company Power of Attorney (filed herewith).



* Incorporated by reference as indicated.



Note:  Although   the  Exhibits  furnished  to  the  Securities  and   Exchange
       Commission with  the  Form  10-K have  been omitted herein, they will be
       supplied upon written request  and  payment  of  a  reasonable  fee  for
       reproduction costs.  Requests should be sent to:

             Joseph E. Feltz
             Controller
             Chief Accounting Officer

             Portland General Electric Company
             121 SW Salmon Street
             Portland, OR 97204


                                       59
                                     
<PAGE>











                      PORTLAND GENERAL HOLDINGS, INC.

              OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                             1997 RESTATEMENT














                                      
<PAGE>




                         Table of Contents
                                                             Page

ARTICLE 1 PURPOSE 1

     1.1  Purpose                                               1
     1.2  Effective Date                                        1

ARTICLE 2 DEFINITIONS                                           1

     2.1  Board                                                 1
     2.2  Cash Value                                            1
     2.3  Cause                                                 1
     2.4  Change in Control                                     1
     2.5  Committee                                             2
     2.6  Company                                               2
     2.7  Date of Participation                                 2
     2.8  Direct Subsidiary                                     2
     2.9  Indirect Subsidiary                                   2
     2.10 Insurer                                               2
     2.11 Merger Agreement                                      2
     2.12 Net Single Premium                                    2
     2.13 Outside Director                                      3
     2.14 PGC Board                                             3
     2.12 Participant                                           3
     2.13 Participant's Share                                   3
     2.14 Participating Company                                 3
     2.15 Participating Company's Share of Premium              3
     2.16 Plan                                                  3
     2.17 Policy                                                3
     2.18 Retirement                                            3
     2.19 Senior Administrative Officer                         4

ARTICLE 3 PARTICIPATION                                         4

     3.1  Eligibility                                           4
     3.2  Election to Participate                               4

ARTICLE 4 POLICY TITLE AND OWNERSHIP                            4

     4.1  Policy Title                                          4
     4.2  Participating Company's Security Interest             4


                                  ii
                                
<PAGE>




ARTICLE 5 PREMIUM PAYMENT                                       4

     5.1  Participating Company's Premium Payment               4
     5.2  Payment of the Participant's Share                    4

ARTICLE 6 PARTICIPATING COMPANY'S INTEREST IN THE POLICY        5

     6.1  Collateral Assignment                                 5
     6.2  Limitations                                           5

ARTICLE 7 PARTICIPANT'S INTEREST IN THE POLICY                  5

     7.1  Upon Surrender or Cancellation                        5
     7.2  Upon Death                                            5
     7.3  Ownership of Cash Surrender Value                     6

ARTICLE 8 PLAN BENEFITS
                                         6

     8.1 Upon Termination of Participation in the Plan          6
     8.2  Upon Termination of Service                           6
     8.3  Upon Change in Control                                7
     8.4  Upon retirement                                       7

ARTICLE 9 DURATION OF THE PLAN                                  7

     9.1  Plan Continuation                                     7
     9.2  Termination of Arrangement                            8

ARTICLE 10 AMENDMENT AND TERMINATION OF PLAN                    8

     10.1 Amendment                                             8
     10.2 Termination                                           8

ARTICLE 11 INSURER NOT A PARTY TO PLAN                          8

ARTICLE 12 NAMED FIDUCIARY                                      9

     12.1 Senior Administrative Officer; Committee              9
     12.2 Indemnity of Senior Administrative Officer; Committee 9
     12.3 Availability of Plan Documents                        9
     12.4 Cost of Plan Administration                           9

                                  iii
                                
<PAGE>


ARTICLE 13 CLAIMS PROCEDURE                                     9

     13.1 Claim                                                 9
     13.2 Denial of Claim                                       9
     13.3 Review of Claim                                      10
     13.4 Final Decision                                       10

ARTICLE 14 MISCELLANEOUS                                       10

     14.1 Liabilities for Benefits                             10
     14.2 Allocation of Asset                                  10
     14.3 Protective Provisions                                11
     14.4 Transfer of Participant's Interest in the Policy     11
     14.5 Terms                                                11
     14.6 Governing Law                                        11
     14.7 Validity                                             11
     14.8 Notice                                               11
     14.9 Successors                                           11
     14.10 Not a Contract of Service                           12


SCHEDULE I                                                     13

     Death Benefits Payable Under Portland General Holdings, Inc.
     Outside Directors' Life Insurance Benefit Plan

EXHIBIT A COLLATERAL ASSIGNMENT                                14


                                  iv
                                
<PAGE>



                  PORTLAND GENERAL HOLDINGS, INC.

          OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN


                             ARTICLE 1

                              PURPOSE

     1.1 PURPOSE.  This Plan has been established to provide Outside
Directors of Portland General Corporation and Participating Companies with
supplemental life insurance protection for their families in the event of
death under a spit dollar arrangement.  This Plan became effective on
January 1, 1987 and was restated effective December 1, 1988, and January 1,
1996.

     1.2  EFFECTIVE DATE.  This 1997 Restatement is adopted to make
amendments to the Plan effective June 25, 1997.

                             ARTICLE 2

                            DEFINITIONS

     2.1  BOARD.  "Board shall mean the Board of Directors of Portland
General Holdings, Inc.

     2.2  CASH VALUE.  "Cash Value" shall mean the Policy's cash value as
that term is defined in the Policy.

     2.3  CAUSE.  "Cause" shall mean a breach of fiduciary duty while a
member of the Board.

     2.4  CHANGE IN CONTROL.  "Change in Control" shall mean an occurrence
in which:

          (a) Any "person," as such term is used in Section 13(d) and 14(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act") (other than Portland General Holdings, Inc. ("PGH"), any trustee
     or other fiduciary holding securities under an employee benefit plan
     of PGH, or any Employer owned, directly or indirectly, by the
     stockholders of PGH in substantially the same proportions as their
     ownership of stock of PGH), is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of securities representing thirty percent (30%) or more of the
     combined voting power of PGH's then outstanding voting securities; or


PAGE 1 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
     
                                
<PAGE>

          (b) During any period of two (2) consecutive years (not including
     any period prior to the execution of this Agreement), individuals who at 
     the beginning of such period constitute the Board, and any new
     director whose election by the Board or nomination for election by
     PGH's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors as of
     the beginning of the period or whose election or nomination for
     election was previously so approved, cease for any reason to
     constitute at least a majority thereof.

          (c) Notwithstanding anything to the contrary in the foregoing, no
     "Change in Control" shall be deemed to have occurred upon the
     consummation of the Amended and Restated Agreement and Plan of Merger
     by and among Enron Corp., Portland General Corporation and Enron
     Oregon Corp., dated as of July 20, 1996, or amended and restated from
     time to time.

     2.5  COMMITTEE.  "Committee" shall mean the Non-qualified Benefits
Committee of the Board.

     2.6  COMPANY.  "Company" shall mean Portland General Holdings, Inc.,
an Oregon corporation.

     2.7  DATE OF PARTICIPATION.  "Date of Participation" shall mean the
earlier of the date on which the Policy is issued or the date on which the
Insurer agrees to bind coverage.

     2.8  DIRECT SUBSIDIARY.  "Direct Subsidiary" means any corporation of
which a Participating Company owns at least eighty percent (80%) of the
total combined voting power of all classes of its stock entitled to vote.

     2.9  INDIRECT SUBSIDIARY.  "Indirect Subsidiary" shall mean any
corporation of which a Participating Company directly and constructively
owns at least eighty percent (80%) of the total combined voting power of
all classes of its stock entitled to vote.  In determining the amount of
stock of a corporation that is constructively owned by a Participating
Company, stock owned, directly or constructively, by a corporation shall be
considered as being owned proportionately by its shareholders according to
such shareholders' share of voting power of all classes of its stock
entitled to vote.

     2.10 INSURER.  "Insurer" shall mean any insurance company issuing a
Policy under this Plan.

     2.11 MERGER AGREEMENT  "Merger Agreement" shall mean the Amended and
Restated Agreement and Plan of Merger by and among Enron Corp., Portland
General Corporation and  Enron Oregon Corp., dated as of July 20, 1996, as
that Agreement may be amended or restated from time to time.


PAGE 2 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>


     2.12 NET SINGLE PREMIUM.  "Net Single Premium" shall mean the amount
calculated by an enrolled actuary selected by the Senior Administrative
Officer, required to obtain the level death benefit promised in Table I,
calculated using the 1983 Group Annuity Table male rates and employing
continuous functions.

     2.13 OUTSIDE DIRECTOR.  "Outside Director" shall mean a member of the
PGC Board who is not an employee of Portland General Holdings, Inc. or any
Direct Subsidiary or affiliate of Portland General Holdings, Inc..

     2.14 PGC BOARD.  "PGC Board" shall mean the Board of Directors of
Portland General Corporation, or the Board of Directors of the successor
corporation established pursuant to the Merger Agreement, or any Advisory
Committee to the Portland General Electric Company or the board or officers
of a corporation qualifying as a Participating Company of the Plan,
including subsidiaries and joint venture partners, the status of which
shall be determined at the discretion of the Senior Administrative Office.

     2.15 PARTICIPANT.  "Participant" shall mean an Outside Director
elected to the Board prior to January 1, 1996, who has elected to
participate in the Plan.

     2.16 PARTICIPANT'S SHARE.  "Participant's Share shall mean the
aggregate portion of premiums contributed by the Participant.

     2.17 PARTICIPATING COMPANY.  "Participating Company" shall mean the
Company or any affiliated or subsidiary company designated by the Board as
a Participating Company under the Plan, as long as such designation has
become effective and continues to be in effect.  The designation as a
Participating Company shall become effective only upon the acceptance of
such designation and the formal adoption of the Plan by a Participating
Company.  A Participating Company may revoke its acceptance of designation
as a Participating Company at any time, but until it makes such revocation,
all of the provisions of this Plan and any amendments thereto shall apply
to the Participants and their beneficiaries of the Participating Company.

     2.18 PARTICIPATING COMPANY'S SHARE OF PREMIUM.  "Company's Share of
Premium" shall mean the aggregate amount of insurance premium paid by the
Participating Company less the Participant's Share.

     2.19 PLAN.  "Plan" shall mean the Portland General Holdings, Inc.
Outside Directors' Life Insurance Benefit Plan, as amended from time to
time.

     2.20 POLICY.  "Policy" shall mean each life insurance policy which is
issued by an insurer on the life of the Participant.


PAGE 3 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>


     2.21 RETIREMENT.  "Retirement" shall mean separation from service on
the PGC Board as an Outside Director, at the earlier of age seventy (70) or
ten (10) years of Benefit Service, as defined in the Company's Retirement
Plan for Outside Directors.

     2.22 SENIOR ADMINISTRATIVE OFFICER.  "Senior Administrative Officer"
shall mean the employee in the management position designated by the
Committee to administer the Plan.

                             ARTICLE 3

                           PARTICIPATION

     3.1  ELIGIBILITY.  Eligibility shall be limited to Outside Directors
who served on the PGC Board on or before January 1, 1996.

     3.2  ELECTION TO PARTICIPATE.  An Outside Director may elect to
participate in the Plan by completing such documents as may be prescribed
by the Senior Administrative Office.

                             ARTICLE 4

                    POLICY TITLE AND OWNERSHIP

     4.1  POLICY TITLE.  The Participant, or his transferee, shall be the
owner of the Policy and may exercise all ownership rights granted to the
owner by the terms of the Policy, except as herein provided.  These shall
include, but are not limited to, the right to assign his interest in the
Policy, the right to change the beneficiary of that portion of the proceeds
to which he is entitled under Article 7, and the right to exercise
settlement options.

     4.2  PARTICIPATING COMPANY'S SECURITY INTEREST.  The only rights in
and to the Policy granted to a Participating Company shall be limited to
its security interest in the cash value of the Policy, as defined in the
collateral assignment attached as Exhibit A, and a portion of the death
benefit, as hereinafter provided under Article 6.

                             ARTICLE 5

                          PREMIUM PAYMENT

     5.1  PARTICIPATING COMPANY'S PREMIUM PAYMENT.  Each premium on the
Policy shall be paid by the Participating Company as it becomes due.

     5.2  PAYMENT OF THE PARTICIPANT'S SHARE.  At the time of each premium
payment by the Participating Company, the Participant shall pay to the
Participating Company an amount equal to the economic benefit of said
Policy enjoyed by the Participant.  The economic benefit shall be equal to
the lesser of the Insurer's one-year term cost or the PS-58 rate.


PAGE 4 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>
                             
                             ARTICLE 6

          PARTICIPATING COMPANY'S INTEREST IN THE POLICY

     6.1  COLLATERAL ASSIGNMENT.  Each Participant shall assign the Policy
to the Participating Company as collateral, under the form of collateral
assignment attached as Exhibit A.  The assignment gives the Participating
Company the limited power to enforce its right to recover the Participating
Company's Share of Premium on the Policy and on a portion of the death
benefit thereof.

     6.2  LIMITATIONS.  The interest of the Participating Company in and to
the Policy shall be specifically limited to the following rights in and to
the Cash Value and a portion of the death benefit:

          6.2.1 the right to recover the Participating Company's Share of
     Premium, in the event the Policy is surrendered or canceled by the
     Participant, as provided in Section 7.1;

          6.2.2 the right to recover, upon the death of the Participant,
     all of the Policy proceeds, in excess of that portion of the Policy
     proceeds payable to the Participant's beneficiary or beneficiaries as
     provided in Paragraph 7.2;

          6.2.3 the right to recover the Participating Company's Share of
     Premium, or to receive ownership of the Policy, in the event of
     termination by the Participant in the Plan, or in the event of
     termination of service in the Board of a Participating Company as
     provided in Sections 8.1 and 8.2.

                             ARTICLE 7

               PARTICIPANT'S INTEREST IN THE POLICY

     7.1  UPON SURRENDER OR CANCELLATION.  Upon surrender or cancellation
of the Policy, the Participating Company shall be entitled to receive a
portion of the cash surrender value equal to the Participating Company's
Share of Premium.  The balance of the cash surrender value, if any, shall
belong to the Participant.

     7.2  UPON DEATH.  Upon the death of the Participant, the beneficiary
or beneficiaries designated by the Participant shall be entitled to receive
that portion of the Policy proceeds equal to the amount set forth in
Schedule I of this Plan.


PAGE 5 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>


     7.3  OWNERSHIP OF CASH SURRENDER VALUE.  Notwithstanding any other
provision in the Plan to the contrary, the Participant shall at all times
own a portion of the cash surrender value of the Policy equal to the
Participant's Share to the extent said cash surrender value exceeds the
Participating Company's Share of Premium.

                             ARTICLE 8

                           PLAN BENEFITS

     8.1  UPON TERMINATION OF PARTICIPATION IN THE PLAN.  In the event the
Participant terminates participation in the Plan prior to leaving service
on the PGC Board, the Participant shall execute any and all instruments
that may be required to vest ownership of said Policy in the Participating
Company.  Participating Employer shall purchase from the Participant the
Participant's interest in the cash surrender value set forth in Section 7.3
above for an amount equal to the Participant's Share.  Thereafter, the
Participant shall have no further interest in the Policy or this Plan.

     8.2  UPON TERMINATION OF SERVICE.

          8.2.1 In the event of termination of service on the PGC Board for
     Cause (as determined by Committee) before Retirement, the Participant
     shall execute any and all instruments that may be required to vest
     ownership of said Policy in the Participating Company.  Participating
     Employer shall purchase from the Participant the participant's
     interest in the cash surrender value set forth in Section 7.3 above
     for an amount equal to the Participant's Share.  Thereafter, the
     Participant shall have no further interest in the Policy or this Plan.

          8.2.2 In the event of termination of service on the PGC Board of
     any Participating Company because of accepting a position of public
     service, or other reason not considered for Cause before Retirement,
     the Participant may elect either to:

               8.2.2.1  reimburse the Participating Company an amount equal
          to the Participating Company's Share of Premium, whereupon
          receipt of payment from the Participant, the Company shall
          release the collateral assignment and thereafter shall have no
          further interest in the Policy, or

               8.2.2.2  execute any and all instruments that may be
          required to vest ownership of said Policy in the Participating
          Company.  Thereafter, the Participant shall have no further
          interest in the Policy or this Plan.

          8.2.3 In the event of termination of service on the PGC Board,
     occurring at least one (1) year from the Effective Time, as defined in
     the Merger Agreement, the Participant 
     
     
PAGE 6 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
     
                                
<PAGE>

     shall be deemed to have retired
     for purposes of this Plan and shall be eligible to make the election
     specified in Section 8.4


          8.2.4 In the event of involuntary termination of service on the
     PGC Board, without Cause, occurring during the one (1) year period
     beginning with the date the stockholders of PGC approve the Merger
     Agreement, the Participant shall be entitled to the Change in Control
     benefit specified in Section 8.3.

     8.3  UPON CHANGE IN CONTROL.  In the event of a Change in Control,
within sixty (60) days of such Change in Control, the Participating Company
shall:

          8.3.1 determine to what extent the cash value exceeds the Net
     Single Premium and recover the excess, if any; and

          8.3.2 upon recovery of the excess, release the collateral
     assignment and thereafter have no further interest in the Policy; and

          8.3.3 pay to each Participant an amount equal to the excess, if
     any, of the Net Single Premium over the cash value released to the
     participant in 8.3.2 above.

     8.4  UPON RETIREMENT.  In the event of termination from service on the
PGC Board at or after Retirement, the Participant may elect either to:

          8.4.1 reimburse the Participating Company an amount equal to the
     Participating Company's Share of Premium, whereupon receipt of payment
     from the Participant, the Company shall release the collateral
     assignment and thereafter shall have no further interest in the
     Policy, or

          8.4.2 continue participation in the Plan with the Company
     continuing to pay premiums pursuant to Article 5.

                             ARTICLE 9

                       DURATION OF THE PLAN

     9.1  PLAN CONTINUATION.  Subject to the provisions of Article 8, this
Plan shall continue with respect to each Participant until such time as the
Cash Value of the Policy on a Participant is sufficient to permit:

          9.1.1 the Participating Company to recover the Participating
     Company's Share of Premium; and


PAGE 7 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>

          
          9.1.2 the Participant to recover an amount equal to the federal
     and state income tax he will incur as a result of termination of the
     split dollar arrangement; and

          9.1.3 the death benefit to continue to the Participant's age
     ninety-five (95) with no further premium outlay based upon then
     current interest assumptions.

     9.2  TERMINATION OF ARRANGEMENT.  When the standard required by
Paragraph 6 is achieve and upon the Participating Company's receiving the
Participating Company's Share of Premium, the split dollar arrangement with
that Participant shall terminate.  The Participating Company shall release
the collateral assignment and thereafter, shall have no further interest in
the Policy.

                            ARTICLE 10

                 AMENDMENT AND TERMINATION OF PLAN

     10.1 AMENDMENT.  The Senior Administrative Officer may amend the Plan
from time to time as may be necessary for administrative purposes and legal
compliance, provided, however, that no such amendment shall affect the
benefit rights of Participants or Beneficiaries in the Plan.  Prior to
achieving the standard required by Section 9.1, the Committee may not
amend, modify or revoke this Plan in a manner that reduces the rights of
the Participant under this Plan.

     10.2 TERMINATION.  The Board of each Participating Company may at any
time, in its sole discretion, terminate the Plan in whole or in part for
that Participating Company, such that no future Participants will be
allowed into the Plan.  However, no such termination shall adversely affect
the benefits of Participants which have accrued prior to such action, the
benefits of any Participant who has previously retired, the benefits of any
beneficiary of a Participant who has previously died, or already accrued
Plan liabilities between Participating Companies.

                            ARTICLE 11

                    INSURER NOT A PARTY TO PLAN

     An Insurer shall be bound only by the provisions of and endorsements
on the Policy, and any payments made or action taken by an Insurer in
accordance therewith shall fully discharge it from all claims, suits and
demands of all persons whatsoever.  Except as specifically provided by
endorsement on the Policy, it shall in no way be bound by the provisions of
this Plan.


PAGE 8 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                        
<PAGE>


                            ARTICLE 12

                          NAMED FIDUCIARY

     12.1 SENIOR ADMINISTRATIVE OFFICER; COMMITTEE.  The Senior
Administrative Officer is hereby designated the "Named Fiduciary" until
removal by the Committee.  As Named Fiduciary, the Senior Administrative
Officer shall be responsible for the management, control and administration
of the Plan established herein.  The Senior Administrative Officer may
allocate to others certain aspects of the management and operation
responsibilities of the Plan, including the employment of advisors and the
delegation of any ministerial duties to qualified individuals.

     12.2 INDEMNITY OF SENIOR ADMINISTRATIVE OFFICER; COMMITTEE.  Each
participating Company shall indemnify and hold harmless the Senior
Administrative Officer and the Committee and its individual members against
any and all claims, loss, damage, expense or liability arising from any
action or failure to act with respect to this Plan, except in the case of
gross negligence or willful misconduct.

     12.3 AVAILABILITY OF PLAN DOCUMENTS.  Each Participant shall receive a
copy of this Plan, and the Senior Administrative Officer shall make
available for inspection by an Participant a copy of the rules and
regulations used in administering the Plan.

     12.4 COST OF PLAN ADMINISTRATION.  The Company shall bear all expenses
of administration.  However, a ratable portion of the expense shall be
charged back to each Participating Company.

                            ARTICLE 13

                         CLAIMS PROCEDURE

     13.1 CLAIM.  Claims for any benefits due under the Plan or upon
surrender of the Policy shall be made in writing by the Participating
Company, and the Participant or his designated beneficiary or
beneficiaries, as the case may be, to the Named Fiduciary or his delegatee
who shall respond in writing as soon as practicable.

     13.2 DENIAL OF CLAIM.  In the event a claim is denied or disputed, the
Named Fiduciary shall, within a reasonable period of time after receipt of
the claim, notify the Participating Company, and the Participant or his
designated beneficiary or beneficiaries, as the case may be, of such denial
or dispute listing:

          13.2.1 The reasons for the denial or dispute; with specific
     reference to the Plan provisions upon which the denial or dispute is
     based;

          
PAGE 9 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN
          
                        
<PAGE>


          13.2.2 A description of any additional material or information
     necessary and an explanation of why it is necessary; and

          13.2.3 An explanation of the Plan's claim review procedure.

     13.3 REVIEW OF CLAIM.  Within sixty (60) days of denial or notice of
claim under the Plan, a claimant may request that the claim be reviewed by
the Named Fiduciary.  The claim or request shall be reviewed by the Named
Fiduciary, who may, but shall not be required to, grant the claimant a
hearing.  On review, the claimant may have representation, examine
pertinent documents and submit issues and comments in writing.

     13.4 FINAL DECISION.  The decision of the Senior Administrative
Officer on review shall normally be made within sixty (60) days.  If an
extension of time is required for a hearing or other special circumstances,
the claimant shall be notified and the time limit shall be one hundred
twenty (120) days.  The decision shall be in writing and shall state the
reasons and the relevant plan provisions.  All decisions on review shall be
final and bind all parties concerned.

                            ARTICLE 14

                           MISCELLANEOUS

     14.1 LIABILITIES FOR BENEFITS.  Except as otherwise provided in this
Section, liability for the payment of a Participant's benefit pursuant to
this Plan shall be borne solely by the Participating Company for which the
Participant serves during the accrual or increase of the Plan benefit, and
no liability for the payment of any Plan benefit shall be incurred by
reason of Plan sponsorship or participation except for the Plan benefits of
a Participating Company's own advisors or Board members.  Provided,
however, that each Participating Company, by accepting the Board's
designation as a Participating Company under the Plan and formally adopting
the Plan, agrees to assume secondary liability for the payment of any
benefit accrued or increased while a Participant serves on the board of
directors of a Participating Company that is a Direct Subsidiary or
Indirect Subsidiary of the Participating Company at the time such benefit
is accrued or increased.  Such liability shall survive any revocation of
designation as a Participating Employer with respect to any liabilities
accrued at the time of such revocation.  Nothing in this paragraph shall be
interpreted as prohibiting any Participating Company or any other person
from expressly agreeing to assumption of liability for a Plan Participant's
payment of any benefits under the Plan.

     14.2 ALLOCATION OF ASSET.  The interests of each Participating Company
in and to the Policy as described in Section 6.2 shall be allocated, if
applicable, pro rata among those Participating Companies who employed the
Participant and reported the Participant as being on their payroll during
the accrual or increase of the Plan benefit.  Such allocation of asset
shall survive any revocation of designation as a Participating Company or
termination of the Plan with respect to any asset accrued at the time of
such revocation or termination.


PAGE 10 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                        
<PAGE>


     14.3 PROTECTIVE PROVISIONS.  A Participant will cooperate with the
Participating Company by furnishing any and all information requested by
the Participating Company, in order to facilitate the payment of benefits
hereunder, and by taking such physical examination as the Participating
Company may deem necessary and taking such other action as may be requested
by the Participating Company.

     14.4 TRANSFER OF PARTICIPANT'S INTEREST IN THE POLICY.  In the event a
Participant shall transfer all of his interest in the Policy, then all of a
Participant's interest in the Policy shall be vested in his transferee, who
shall be substituted as a party hereunder, and a Participant shall have no
further interest in the Policy.

     14.5 TERMS.  In this Plan document, unless the context clearly
indicates the contrary, the masculine gender will be deemed to include the
feminine gender, and the singular shall include the plural.

     14.6 GOVERNING LAW.  The provisions of this Plan shall be construed
and interpreted according to the laws of the State of Oregon, except as
preempted by federal law.

     14.7 VALIDITY.  In case any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provisions had never been inserted
herein.

     14.8 NOTICE.  Any notice or filing required or permitted to be given
to the Senior Administrative Officer under the Plan shall be sufficient if
in writing and hand delivered, or sent by registered or certified mail to
the Senior Administrative Officer or to Secretary of Company.  Notice to
the Senior Administrative Officer, if mailed, shall be addressed to the
principal executive offices of the Participating Company.  Notice mailed to
the Participant shall be at such address as is given in the records of the
Participating Company.  Notices shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

     14.9 SUCCESSORS.  The provisions of this Plan shall bind and inure to
the benefit of each Participating Company and its successors and assigns.
The term successors as used herein shall include any corporate or other
business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of
the Participating Company, and successors of any such corporation or other
business entity.


PAGE 11 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>


     14.10 NOT A CONTRACT OF SERVICE.  The terms and conditions of this
Plan shall not be deemed to constitute a contract of service between a
Participating Company and a Participant, and neither a Participant nor a
Participant's Spouse or Dependent shall have any rights against a
Participating Company except as may otherwise be specifically provided
herein.  Moreover, nothing in this Plan shall be deemed to give a
Participant the right to be retained on the Board of a Participating
Company nor shall it interfere with the Participant's right to terminate
his directorship at any time.

     IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its officers thereunto duly authorized this 19th day of
November, 1997.

                              PORTLAND GENERAL HOLDINGS, INC.


                              By: /s/ Don F. Kielblock

                              Its: Vice President











PAGE 12 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>


                            SCHEDULE I


                       DEATH BENEFITS PAYABLE UNDER

                      PORTLAND GENERAL HOLDINGS, INC.

              OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                             1997 RESTATEMENT

                         EFFECTIVE JUNE ___, 1997






               Outside Directors             $200,000



PAGE 13 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>
                                 
                                 
                                 
                                 EXHIBIT A

                           COLLATERAL ASSIGNMENT


     THIS ASSIGNMENT, made and entered into and effective this            day 
of                            , 19     , by the
undersigned as owner (the Owner) of that certain Life Insurance Policy 
No.                       issued by ____________________________
 (Insurer) and any supplementary contracts issued in connection therewith 
 (said policy and contracts being herein called the
Policy), upon the life of
_________________________________________ (Insured), to Portland General
Corporation, an Oregon corporation (the Assignee).

                            WITNESSETH:


     WHEREAS, the Insured is a Director of the Assignee; and

     WHEREAS, said Assignee desires to provide the Insured with
supplemental life insurance protection by contributing a portion of the
annual premium due on the Policy, as more specifically provided for in the
split dollar arrangement set forth in the Outside Directors' Life Insurance
Benefit Plan (the Plan); and adopted as restated by the Assignee on January
1, 1996, a copy of which is attached hereto, incorporated by reference and
made a part hereof; and

     WHEREAS, in consideration of the Assignee agreeing to pay a portion of
the premium, the Owner agrees to grant the Assignee an interest in the
policy as security for the recovery of the Assignee's premium outlay.

     NOW THEREFORE, for value received, the undersigned hereby assigns,
transfers and sets over to the Assignee, its successors and assigns, the
following specific rights in the Policy, subject to the following terms and
conditions:

     1.   This Assignment is made, and the Policy is to be held, as
collateral security for the premium payments made by Assignee, pursuant to
the terms of the Plan.

     2.   The Assignee's interest in the Policy shall further be limited
to:

          a. the right to recover the aggregate amount of insurance premium
     paid by the Assignee less the aggregate portion contributed by the
     Participant (the Assignee's Share of Premium) in the event the Policy
     is surrendered or canceled by the Owner as provided in Section 7.1 of
     the Plan,

          b. the right to recover, upon the death of the Participant, all
     proceeds in excess of the death benefit promised in Schedule I of the
     Outside Directors' Life Insurance Benefit Plan,

PAGE 14 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>



          c. the right to recover the Assignee's Share of Premium, the
     right to recover the excess of cash value over the Net Single Premium,
     or the right to receive ownership of the Policy in the event of
     termination of the split dollar arrangement as provided in Article 8
     of the Plan.



     3.   Except as specifically herein granted to the Assignee, the Owner
shall retain all incidents of ownership in the Policy including, but not
limited to, the right to assign his interest in the Policy, the right to
change the beneficiary of that portion of the proceeds to which he is
entitled under Article 6 of the Plan, and the right to exercise all
settlement options permitted by the terms of the Policy.  Provided,
however, that all rights retained by the Owner shall be subject to the
terms and conditions of the Plan.

     4.   The Assignee shall, upon request, forward the Policy to the
Insurer, without unreasonable delay, for endorsement of any designation of
change of beneficiary, any election of optional mode of settlement, or the
exercise of any other right reserved by the Owner hereunder.

     5.   The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason for any action
taken by the Assignee, the amount of its Share of Premium, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee.

          The signature of the Assignee shall be sufficient for the
exercise of any rights under the Policy assigned hereby to the Assignee,
and the receipt of the Assignee for any sums received by it shall be a full
discharge and release therefore to the Insurer.

     6.   The insurer shall be fully protected in recognizing the requests
made by the Owner for surrender of the Policy with or without the consent
of the Assignee, and, upon such surrender, the Policy shall be terminated
and shall be of no further force or effect.

     7.   Upon the full payment to the Assignee of its Share of Premium, or
in the event of a Change in Control upon recovery of the excess of cash
value over the Net Single Premium the Assignee shall release the Collateral
Assignment and reassign to the Owner all specific rights included in this
Collateral Assignment.

     IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment
the date and year first above written.




                        Witness                              Owner


PAGE 15 - OUTSIDE DIRECTORS' LIFE INSURANCE BENEFIT PLAN

                                
<PAGE>





                      PORTLAND GENERAL HOLDINGS, INC.

                   RETIREMENT PLAN FOR OUTSIDE DIRECTORS

                             1997 RESTATEMENT




                                
<PAGE>
                               

                               
                               TABLE OF CONTENTS

ARTICLE I-PURPOSE.........................................      1

  1.1 Purpose                                                   1
  1.2 Effective Date                                            1
  1.3 Plan Sponsor                                              1

ARTICLE II-DEFINITIONS....................................      1

  2.1 Actuarially Equivalent                                    1
  2.2 Benefit Service                                           1
  2.3 Board                                                     1
  2.4 Change in Control                                         2
  2.5 Committee                                                 2
  2.6 Company                                                   2
  2.7 Compensation                                              2
  2.8 Dependent                                                 3
  2.9 Direct Subsidiary                                         3
  2.10 Effective Date                                           3
  2.11 Indirect Subsidiary                                      3
  2.12 Marriage                                                 3
  2.13 Outside Director                                         3
  2.14 PGC Board..........................................      3
  2.15 Participant                                              4
  2.16 Participating Company                                    4
  2.17 Plan                                                     4
  2.18 Retirement Date                                          4
  2.19 Senior Administrative Officer                            4
  2.20 Spouse                                                   4
  2.21 Suspension Date                                          4
  2.22 Termination                                              4

ARTICLE III-RETIREMENT BENEFITS...........................      5

  3.1 Eligibility                                               5
  3.2 Benefit Upon Retirement                                   5
  3.3 Form of Benefit Payment                                   5
  3.4 Commencement of Payment                                   6

ARTICLE IV-BENEFITS AFTER CHANGE IN CONTROL ..............      6

  4.1 Benefit Upon a Change in Control                          6
  4.2 Form of Payment                                           6
  4.3 Commencement of Payment                                   7


                                  i
                                
<PAGE>


ARTICLE V-SURVIVOR BENEFITS...............................      7

  5.1 Survivor Benefit                                          7
  5.2 Cessation of Benefit Upon Remarriage                      7

ARTICLE VI-ADMINISTRATION.................................      7

  6.1 Senior Administrative Officer; Duties                     7
  6.2 Agents                                                    7
  6.3 Binding Effect of Decisions                               8
  6.4 Indemnity of Senior Administrative Officer; Committee     8
  6.5 Availability of Plan Documents
                            8
  6.6 Cost of Plan Administration                               8

ARTICLE VII-CLAIMS PROCEDURE..............................      8

  7.1 Claim                                                     8
  7.2 Denial of Claim                                           8
  7.3 Review of Claim                                           9
  7.4 Final Decision                                            9

ARTICLE VIII-AMENDMENT AND TERMINATION OF PLAN............      9

  8.1 Amendment                                                 9
  8.2 Termination                                               9

ARTICLE IX-MISCELLANEOUS.................................       9

  9.1 Unfunded Plan                                             9
  9.2 Liability                                                10
  9.3 Trust Fund                                               10
  9.4 Nonassignability                                         10
  9.5 Payment to Guardian                                      11
  9.6 Terms                                                    11
  9.7 Protective Provisions                                    11
  9.8 Governing Law                                            11
  9.9 Validity                                                 11
  9.10 Notice                                                  11
  9.11 Successors                                              12
  9.12 Not a Contract of Service                               12


                                  
                                  ii
                                
<PAGE>
                              
                              
                              INDEX OF TERMS

TERM AND PROVISION NUMBER
 PAGE
A

Actuarial
Equivalent: 2.1                                                 1

B

Benefit Service: 2.2.                                           1
Board: 2.3                                                      1

C
Change in Control: 2.4  2
Committee: 2.5                                                  3
Company: 2.6                                                    3
Compensation: 2.7.                                              3

D
Dependent: 2.8                                                  3
Direct Subsidiary: 2.9                                          3

E
Effective Date: 2.10                                            3
Exchange Act: 2.4(a)                                            2

I
Indirect Subsidiary: 2.11                                       3

M
Marriage: 2.12                                                  3

O
Outside Director: 2.13                                          3

P
Participant: 2.14                                               4
Participating Company: 2.15                                     4
PGC: 2.4(a)                                                     2
PGE: 2.4(a)                                                     2
Plan: 2.16                                                      4

R
Retirement Date: 2.17                                           4



                                 iii
                                
<PAGE>

S
Senior Administrative Officer: 2.18                             4
Spouse: 2.19                                                    4
Suspension Date: 2.20                                           4

T
Termination: 2.21                                               4



                                  iv
                                
<PAGE>



                  PORTLAND GENERAL HOLDINGS, INC.

                   RETIREMENT PLAN FOR OUTSIDE DIRECTORS

                             1997 RESTATEMENT


                               ARTICLE I-PURPOSE

1.1  Purpose

   The Portland General Holdings, Inc. Retirement Plan for Outside
Directors is designed to enhance the Participating Companies' ability to
attract and retain competent and experienced Directors by providing
retirement benefits for certain Directors who retire after the Effective
Date. The Plan first became effective on January 1, 1985 and was amended by
the 1990 and 1996 Restatements.

1.2  Effective Date

   This 1997 Restatement is effective June 25, 1997.

1.3  Plan Sponsor

   The Plan is maintained for the benefit of previous Outside Directors of
Portland General Corporation, an Oregon corporation, and Outside Directors
of any corporations or other entities affiliated with or subsidiary to it,
if such corporations or entities are selected by the Board.


                            ARTICLE II-DEFINITIONS

2.1  Actuarially Equivalent

   "Actuarially Equivalent" shall mean the equivalence in value between two
(2) or more forms and/or times of payment based upon a determination by an
actuary chosen by the Senior Administrative Officer using a discount rate
equal to the 30-year Treasury Bill rate on the January 1st of the year in
which the determination occurs plus one percent (1%) and the unisex
mortality table chosen by the actuary, which choice shall be binding on all
parties.

2.2  Benefit Service

   "Benefit Service" shall mean the continuous amount of time, in completed
months, as an Outside Director. Benefit Service shall commence on the
Outside Director's first election to the Board as an Outside Director and
shall end at the last Board or committee meeting the Outside Director
attends. Concurrent service on more than one Participating Company's Board
shall be counted only once as actual months of service.


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2.3  Board

   "Board" shall mean the Board of Directors of Portland General Holdings,
Inc.

2.4  Change in Control

   A "Change in Control" shall mean:

      (a) Any "person," as such term is used in Sections 13(d) and 14(d) of
   the Securities Exchange Act of 1934, as amended (the "Exchange Act")
   (other than Portland General Holdings, Inc. ("PGH"), any trustee or
   other fiduciary holding securities under an employee benefit plan of
   PGH, or any Employer owned, directly or indirectly, by the stockholders
   of PGH in substantially the same proportions as their ownership of stock
   of PGH), is or becomes the "beneficial owner" (as defined in Rule 13d-3
   under the Exchange Act), directly or indirectly, of securities
   representing thirty percent (30%) or more of the combined voting power
   of PGH's then outstanding voting securities; or

      (b) During any period of two (2) consecutive years (not including any
   period prior to the execution of this Agreement), individuals who at the
   beginning of such period constitute the Board, and any new director
   whose election by the Board or nomination for election by PGH's
   stockholders was approved by a vote of at least two-thirds (2/3) of the
   directors then still in office who either were directors as of the
   beginning of the period of whose election or nomination for election was
   previously so approved, cease for any reason to constitute at least a
   majority thereof.

      (c) Notwithstanding anything to the contrary in the foregoing, no
   "Change in Control" shall be deemed to have occurred upon the
   consummation of the Amended and Restated Agreement and Plan of Merger by
   and among Enron Corp., Portland General Corporation and Enron Oregon
   Corp., dated as of July 20, 1996, or amended and restated from time to
   time (the "Merger Agreement").

2.5  Committee

   "Committee" shall mean the Non-Qualified Benefits Committee of the
Board.

2.6  Company

   "Company" shall mean Portland General Holdings, Inc., an Oregon
Corporation.

2.7  Compensation

   "Compensation" shall mean the greater of actual annual retainer and fees
for attendance at PGC Board and various committee meetings that the Outside
Director earned in the last 12 months of Benefit Service, or one-third
(1/3) of the total annual retainer and fees earned in the last thirty-six
(36) months of Benefit Service.


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2.8  Dependent

   "Dependent" shall mean an unmarried child of the Outside Director until
the age of nineteen (19) (age twenty-six (26) if a full-time student). An
unmarried child shall also qualify as a Dependent by reason of mental
retardation or physical handicap for as long as the condition exists, if
such child qualifies as a dependent under regulations set forth by the
Internal Revenue Service by reason of such mental retardation or physical
handicap.

2.9  Direct Subsidiary

   "Direct Subsidiary" means any corporation of which a Participating
Company owns at least eighty percent (80%) of the total combined voting
power of all classes of its stock entitled to vote.

2.10 Effective Date

   "Effective Date" shall mean June 25, 1997.

2.11 Indirect Subsidiary

   "Indirect Subsidiary" means any corporation of which a Participating
Company directly and constructively owns at least eighty percent (80%) of
the total combined voting power of all classes of its stock entitled to
vote. In determining the amount of stock of a corporation that is
constructively owned by a Participating Company, stock owned, directly or
constructively, by a corporation shall be considered as being owned
proportionately by its shareholders according to such shareholders' share
of voting power of all classes of its stock entitled to vote.

2.12 Marriage

   "Marriage" shall mean the Marriage or Remarriage of a Participant prior
to their separation from service on the Board.

2.13 Outside Director

   "Outside Director" shall mean a member of the PGC Board who is not an
employee of Portland General Holdings, Inc. or any Direct Subsidiary or
Indirect Subsidiary or affiliate of Portland General Holdings, Inc..

2.14 PGC Board

     "PGC Board" shall mean the Board of Directors of Portland General
Corporation, or the Board of Directors of the successor corporation
established pursuant to the Merger Agreement as defined in Section 2.4(c),
or any Advisory Committee to the Portland General Electric Company or the
board or officers of a corporation qualifying as a Participating Company of
the Plan, including subsidiaries and joint venture partners, the status of
which shall be determined at the discretion of the Senior Administrative
Office.


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2.15 Participant

   "Participant" shall mean any eligible Outside Director elected to the
PGC Board prior to the Suspension Date.

2.16 Participating Company

   "Participating Company" shall mean the Company or any affiliated or
subsidiary company designated by the Board as a Participating Company under
the Plan, as long as such designation has become effective and continues to
be in effect. The designation as a Participating Company shall become
effective only upon acceptance of such designation and the formal adoption
of the Plan by a Participating Company. A Participating Company may revoke
its acceptance of designation as a Participating Company at any time, but
until it makes such revocation, all of the provisions of this Plan and any
amendments thereto shall apply to the Outside Directors of the
Participating Company and their Beneficiaries.

2.17 Plan

   "Plan" shall mean the Portland General Holdings, Inc. Retirement Plan
for Outside Directors.

2.18 Retirement Date

   "Retirement Date" shall mean the first day of the month coincident with
or next following the date of separation from service as an Outside
Director, other than by death, after the earlier of age seventy (70) or ten
(10) years of Benefit Service.

2.19 Senior Administrative Officer

   "Senior Administrative Officer" shall mean the employee in the
management position designated by the Committee to administer the Plan.

2.20 Spouse

   "Spouse" shall mean the person to whom the Outside Director was legally
married at the Outside Director's date of death.

2.21 Suspension Date

   "Suspension Date" shall mean January 1, 1996.

2.22 Termination

   "Termination" shall mean removal from the PGC Board by shareholders
during a current term of office.


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                        ARTICLE III-RETIREMENT BENEFITS

3.1  Eligibility

   Each Participant who reaches a Retirement Date on or after the Effective
Date shall be eligible for retirement benefits under this Plan.  Benefits
shall be payable to such Participant under this Plan when the Participant
no longer serves on the PGC Board.

3.2  Benefit Upon Retirement

      (a) The annual benefit payable under this Plan shall equal five
   percent (5%) of Compensation for each of the first ten (10) years of
   Benefit Service plus two and one-half percent (2.5%) of Compensation for
   each of the next ten (10) years of Benefit Service up to a maximum
   benefit of seventy-five percent (75%) of Compensation for years of
   Benefit Service completed prior to the Suspension Date. No further
   accruals shall be made following the Suspension Date.

      (b) All Participants shall be vested in their accrued benefit as of
   the Suspension Date.

3.3  Form of Benefit Payment

   The benefits shall be paid in the form elected by the Participant at the
time the Outside Director becomes a Participant in the Plan. Except in the
case of Marriage of a Participant (in which case a Participant may
reelect), this election shall be made one time and shall be irrevocable.
The election shall be in the form prescribed by the Company and filed with
the Senior Administrative Officer. The following options shall be
available:

      (a) If the Participant is unmarried as of the Retirement Date, the
   benefit shall be paid:

          (i) As a straight life annuity; or

          (ii) Over a length of time equal to the lesser of the Outside
      Director's Benefit Service or the Outside Director's lifetime.

      (b) If the Participant is married as of the Retirement Date, the
   benefit may be paid:

          (i) As a straight life annuity; or

          (ii) As a fifty percent (50%) joint and survivor annuity; or

          (iii) As a one hundred percent (100%) joint and survivor annuity;
      or

          (iv) Over a period of time equal to the Outside Director's
      Benefit Service so long as the Outside Director  or Spouse is living;
      or



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          (v) Over a length of time equal to the lesser of the Outside
      Director's Benefit Service or the Outside Director's lifetime, or
      upon death, survivor benefit payable for the lesser of Spouse's life,
      twelve (12) months, or Outside Director's Benefit Service.

   Benefits paid in a form other than pursuant to Section 3.3(a)(ii) or
(b)(v) shall be calculated on an Actuarially Equivalent basis. In the event
an election is not on file at the time benefit payments commence, benefits
shall be paid as a straight life annuity if the Participant is unmarried or
a fifty percent (50%) joint and survivor annuity if the Participant is
married. One-twelfth (1/12) of the annual benefit shall be payable monthly
on the first day of each month.

      (c) If the benefit to be paid is less than ten thousand dollars
   ($10,000) as of the Suspension Date, a lump-sum payment shall be paid
   notwithstanding the form elected.

3.4  Commencement of Payment

   Benefit payments shall commence within thirty (30) days following
separation from service on the Board.


                  ARTICLE IV-BENEFITS AFTER CHANGE IN CONTROL

4.1  Benefit Upon a Change in Control

   Upon the Termination of a Participant within three (3) years following a
Change in Control, the following shall apply to the benefits for each
Participant who is an Outside Director at the time such Change in Control
occurs:

      (a) A benefit shall be payable regardless of the Outside Director's
   Benefit Service, Retirement Date, or age.

      (b) The annual benefit payable shall equal five percent (5%) of
   Compensation for each of the first ten (10) years of Benefit Service
   plus two and one-half percent (2.5%) of Compensation for each of the
   remaining years of Benefit Service, up to ten (10) years of Benefit
   Service, for years of Benefit Service completed prior to the Suspension
   Date, except that the Participant's total benefit shall not exceed
   seventy-five percent (75%) of Compensation.

4.2  Form of Payment

   A benefit, Actuarially Equivalent to the benefit payable over the lesser
of twenty (20) years or years of service on the Board as computed under
4.1(c), shall be paid in a lump sum.



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4.3  Commencement of Payment

   Benefit payment shall be made within sixty (60) days following
Termination of the Outside Director.


                          ARTICLE V-SURVIVOR BENEFITS

5.1  Survivor Benefit

   If an Outside Director, who is eligible for a retirement benefit, dies
while serving on the PGC Board, a survivor's benefit equal to the
Participant's monthly Retirement benefit shall be paid to the Spouse of the
Outside Director. Such benefit shall be the Actuarially Equivalent amount
payable under this Plan, as of the Suspension Date, as if the Outside
Director had retired on the first day of the month in which he or she died
and had been receiving the benefit as elected under Section 3.3 (b) (ii),
(iii), (iv), or (v).

5.2  Cessation of Benefit Upon Remarriage

   In the event a Spouse receiving benefits under this Plan remarries, such
Spouse will stop receiving, as of the date of remarriage, any further
monthly benefits from this Plan . However, in lieu of any further monthly
benefits from this Plan, a Spouse will receive the lesser of the remaining
monthly benefits or six (6) months of benefits in a lump sum within forty-
five (45) days from the date of such remarriage. In the event the Senior
Administrative Officer is not notified of such remarriage within six (6)
months, no benefit shall be payable under this Section.


                           ARTICLE VI-ADMINISTRATION

6.1  Senior Administrative Officer; Duties

   This Plan shall be administered by the Senior Administrative Officer, as
designated by the Committee. Members of the Committee may be Participants
under this Plan. The Senior Administrative Officer shall have the authority
to make, amend, interpret and enforce all appropriate rules and regulations
for the administration of this Plan and decide or resolve any and all
questions including interpretations of this Plan as may arise in connection
with the Plan. The Senior Administrative Officer shall report to the
Committee on an annual basis regarding Plan activity and at such other
times as may be requested by the Committee.


6.2  Agents

   In the administration of the Plan, the Senior Administrative Officer
may, from time to time, employ agents and delegate to such agents,
including employees of any Participating Company, such administrative
duties as it sees fit, and may, from time to time, consult with counsel,
who may be counsel to any Participating Company.


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6.3  Binding Effect of Decisions

   The decision or action of the Senior Administrative Officer with respect
to any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.

6.4  Indemnity of Senior Administrative Officer; Committee

   Each Participating Company shall indemnify and hold harmless the Senior
Administrative Officer and the Committee and its individual members against
any and all claims, loss, damage, expense or liability arising from any
action or failure to act with respect to this Plan, except in the case of
gross negligence or willful misconduct.

6.5  Availability of Plan Documents

   Each Participant shall receive a copy of this Plan, and the Senior
Administrative Officer shall make available for inspection by any
Participant a copy of the rules and regulations used in administering the
Plan.

6.6  Cost of Plan Administration

   The Company shall bear all expenses of administration. However, a
ratable portion of the expense shall be charged back to each Participating
Company.


                         ARTICLE VII-CLAIMS PROCEDURE

7.1  Claim

   Any person claiming a benefit, requesting an interpretation or ruling
under the Plan or requesting information under the Plan shall present the
request in writing to the Senior Administrative Officer or his delegatee
who shall respond in writing as soon as practicable.

7.2  Denial of Claim

   If the claim or request is denied, the written notice of denial shall
state:

      (a) The reasons for denial, with specific reference to the Plan
   provisions on which the denial is based.

      (b) A description of any additional material or information required
   and an explanation of why it is necessary.

      (c) An explanation of the Plan's claim review procedure.


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7.3  Review of Claim

   Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in
writing to the Senior Administrative Officer. The claim or request shall be
reviewed by the Senior Administrative Officer, who may, but shall not be
required to, grant the claimant a hearing. On review, the claimant may have
representation, examine pertinent documents and submit issues and comments
in writing.

7.4  Final Decision

   The decision of the Senior Administrative Officer on review shall
normally be made within sixty (60) days. If an extension of time is
required for a hearing or other special circumstances, the claimant shall
be notified and the time limit shall be one hundred twenty (120) days. The
decision shall be in writing and shall state the reasons and relevant Plan
provisions. All decisions on review shall be final and bind all parties
concerned.


                ARTICLE VIII-AMENDMENT AND TERMINATION OF PLAN

8.1  Amendment

   The Senior Administrative Officer may amend the Plan from time to time
as may be necessary for administrative purposes and legal compliance,
provided, however, that no such amendment shall affect the benefit rights
of Participants or Beneficiaries in the Plan. The Committee may amend the
Plan at any time, provided, however, that no amendment shall be effective
to decrease or restrict the rights of Participants and Beneficiaries to the
benefit accrued at the time of the amendment.

8.2  Termination

   The board of directors of each Participating Employer may at any time,
in its sole discretion, terminate or suspend the Plan in whole or in part
for that Participating Employer. However, no such termination or suspension
shall adversely affect the benefits of Participants which have accrued
prior to such action, the benefits of any Participant who has previously
retired, the benefits of any Beneficiary of a Participant who has
previously died, or already accrued Plan liabilities between Participating
Employers.


                           ARTICLE IX-MISCELLANEOUS

9.1  Unfunded Plan

     This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of Outside
Directors.


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9.2  Liability

          (a) Liability of Benefits.  Except as otherwise provided in this
     paragraph, liability for the payment of a Participant's benefit
     pursuant to this Plan shall be borne solely by the Participating
     Company for which the Participant serves during the accrual or
     increase of the Plan benefit, and no liability for the payment of any
     Plan benefit shall be incurred by reason of Plan sponsorship or
     participation except for the Plan benefits of a Participating
     Company's own Outside Directors. Provided, however, that each
     Participating Company, by accepting the Board's designation as a
     Participating Company under the Plan and formally adopting the Plan,
     agrees to assume secondary liability for the payment of any benefit
     accrued or increased while a Participant serves on the board of
     directors of a Participating Company that is a Direct Subsidiary or
     Indirect Subsidiary of the Participating Company at the time such
     benefit is accrued or increased. Such liability shall survive any
     revocation of designation as a Participating Employer with respect to
     any liabilities accrued at the time of such revocation. Nothing in
     this paragraph shall be interpreted as prohibiting any Participating
     Company or any other person from expressly agreeing to the liability
     for a Plan Participants' payment of any benefits under the Plan.

          (b) Unsecured General Creditor.  Participants of this Plan, and
     any Spouse, Dependents, heirs, successors, and assigns shall have no
     secured legal or equitable rights, interest or claims in any property
     or assets of Participating Company, nor shall they be beneficiaries
     of, or have any rights, claims or interests in any life insurance
     policies, annuity contracts or the proceeds therefrom owned or which
     may be acquired by Participating Company. Except as provided in
     Section 9.3, such policies, annuity contracts or other assets of
     Participating Company shall not be held under any trust for the
     benefit of any Participant, Spouse, Dependents, heirs, successors or
     assigns, or held in any way as collateral security for the fulfilling
     of the obligations of Participating Company under this Plan. Any and
     all of Participating Company's assets and policies shall be, and
     remain, the general, unpledged, unrestricted assets of Participating
     Company. Participating Company's obligation under the Plan shall be
     that of an unfunded and unsecured promise to pay money in the future.

9.3  Trust Fund

   At its discretion, each Participating Company, jointly or severally, may
establish one or more trusts, with such trustees as the Board may approve,
for the purpose of providing for the payment of such benefits. Such trust
or trusts may be irrevocable, but the assets thereof shall be subject to
the claims of Participating Company's creditors. To the extent any benefits
provided under the Plan are actually paid from any such trust,
Participating Company shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, Participating Company.

9.4  Nonassignability

   Neither a Participant of this Plan nor any other person shall have any
right to sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt the amounts,
if any, payable hereunder, or any part thereof, which are, and all


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rights to which are, expressly declared to be nonassignable and 
nontransferable.
No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.

9.5  Payment to Guardian

   If a Plan benefit is payable to a minor or a person declared incompetent
or to a person incapable of handling the disposition of property, the
Senior Administrative Officer may direct payment of such Plan benefit to
the guardian, legal representative or person having the care and custody of
such minor or incompetent person. The Senior Administrative Officer may
require proof of incompetency, minority, incapacity or guardianship as he
may deem appropriate prior to distribution of the Plan benefit. Such
distribution shall completely discharge the Senior Administrative Officer,
the Committee and the Company from all liability with respect to such
benefit.

9.6  Terms

   In this Plan document, unless the context clearly indicates the
contrary, the masculine gender will be deemed to include the feminine
gender, and the singular shall include the plural.

9.7  Protective Provisions

   A Participant shall cooperate with Participating Company by furnishing
any and all information requested by Participating Company, in order to
facilitate the payment of benefits hereunder, and by taking such physical
examinations as Participating Company may deem necessary and taking such
other action as may be requested by Participating Company.

9.8  Governing Law

   The provisions of this Plan shall be construed and interpreted according
to the laws of the State of Oregon, except as preempted by federal law.

9.9  Validity

   If any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.

9.10 Notice

   Any notice or filing required or permitted to be given to the Senior
Administrative Officer under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail, to the Senior
Administrative Officer or the Secretary of Company. Notice, if mailed,
shall be addressed to the principal executive offices of Company. Notice
mailed to the Participant shall be at such address as is given in the
records of the Company. Such notice shall 


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be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

9.11 Successors

   The provisions of this Plan shall bind and inure to the benefit of
Participating Company and its successors and assigns. The term successors
as used herein shall include any corporate or other business entity which
shall, whether by merger, consolidation, purchase or otherwise, acquire all
or substantially all of the business and assets of Participating Company,
and successors of any such corporation or other business entity.

9.12 Not a Contract of Service

   The terms and conditions of this Plan shall not be deemed to constitute
a contract of service between a Participating Company and a Participant,
and neither a Participant nor a Participant's Spouse or Dependent shall
have any rights against a Participating Company except as may otherwise be
specifically provided herein. Moreover, nothing in this Plan shall be
deemed to give a Participant the right to be retained on the Board of a
Participating Company nor shall it interfere with the Participant's right
to terminate his directorship at any time.

   IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its officers thereunto duly recognized, this 5th day of
September, 1997.


                       PORTLAND GENERAL HOLDINGS, INC.



                       By: /s/ Don F. Kielblock


                       Its:   Vice President



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<PAGE>



                           PORTLAND GENERAL HOLDINGS, INC.

                      SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 1997 RESTATEMENT




                                 
<PAGE>






                         TABLE OF CONTENTS

                                                                       Page

ARTICLE 1 PURPOSE .....................................................  1

          1.1 Purpose .................................................  1
          1.2 Effective Date ..........................................  1

ARTICLE 2 DEFINITIONS .................................................  1

          2.1 Actuarially Equivalent ..................................  1
          2.2 Basic Plan ..............................................  1
          2.3 Basic Plan Offset .......................................  1
          2.4 Board ...................................................  2
          2.5 Cause ...................................................  2
          2.6 Change in Control .......................................  2
          2.7 Committee ...............................................  2
          2.8 Company .................................................  2
          2.9 Credited Service ........................................  3
          2.10 Dependent ..............................................  3
          2.11 Direct Subsidiary ......................................  3
          2.12 Disability .............................................  3
          2.13 Earnings ...............................................  3
          2.14 Employment .............................................  3
          2.15 Final Average Earnings .................................  3
          2.16 Final Earnings .........................................  4
          2.17 Indirect Subsidiary ....................................  4
          2.18 Other Retirement Income ................................  4
          2.19 Participant ............................................  4
          2.20 Participating Employer .................................  4
          2.21 Plan ...................................................  4
          2.22 Retirement .............................................  4
          2.23 Senior Administrative Officer ..........................  4
          2.24 Senior Office ..........................................  5
          2.25 Spouse .................................................  5
                                                             

                                    i
                                  
<PAGE>


ARTICLE 3 ELIGIBILITY .................................................  5
                                                             
          3.1 Eligibility .............................................  5
          3.2 Retirement ..............................................  5
          3.3 Forfeitures .............................................  5

ARTICLE 4 AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT ............  6

          4.1 Normal Retirement Benefit ...............................  6
          4.2 Early Retirement Benefit ................................  6
          4.3 Separation from Service Benefit .........................  7
          4.4 Postponed Retirement Benefit ............................  7
          4.5 Retention of Accrued Benefit ............................  7
          4.6 Reduction of Benefits ...................................  7
          4.7 Unreduced Benefit Date ..................................  7
          4.8 Commencement of Benefits ................................  8
          4.9 Form of Benefit .........................................  8
          4.10 Benefit Increases for Retirees .........................  8
                                                             
ARTICLE 5 PRE-RETIREMENT SURVIVOR BENEFITS ............................  8

          5.1 Survivor Benefit ........................................  8
          5.2 Benefit
 Payment .........................................  8
          5.3 Dependent Benefit .......................................  9
          5.4 Cessation of Benefit Upon Remarriage ....................  9

ARTICLE 6 DISABILITY BENEFITS .........................................  9

          6.1 Disability Retirement ...................................  9
          6.2 Disability Benefit ......................................  9
          6.3 Form and Commencement of Benefits .......................  9
          6.4 Survivor and Dependent Benefits .........................  9
          6.5 Evidence of Continue Disability .........................  9

ARTICLE 7 ADMINISTRATION .............................................. 10

          7.1 Senior Administrative Officer; Duties ................... 10
          7.2 Agents .................................................. 10
          7.3 Binding Effect of Decisions ............................. 10
          7.4 Indemnity of Senior Administrative Officer; Committee ... 10
          7.5 Availability of Plan Documents .......................... 10
          7.6 Cost of Plan Administration ............................. 10

                                       ii
                                     
<PAGE>


ARTICLE 8 CLAIMS PROCEDURE ............................................ 10

          8.1 Claim ................................................... 10
          8.2 Denial of Claim ......................................... 11
          8.3 Review of Claim ......................................... 11
          8.4 Final Decision .......................................... 11

ARTICLE 9 TERMINATION OR AMENDMENT .................................... 11

          9.1 Amendment ............................................... 11
          9.2 Termination ............................................. 11

ARTICLE 10 MISCELLANEOUS .............................................. 12

          10.1 Unfunded Plan .......................................... 12
          10.2 Liability .............................................. 12
          10.3 Trust Fund ............................................. 13
          10.4 Nonassignability ....................................... 13
          10.5 Payment to Guardian .................................... 13
          10.6 Not a Contract of Employment ........................... 13
          10.7 Protective Provision ................................... 14
          10.8 Terms .................................................. 14
          10.9 Governing Law .......................................... 14
          10.10 Validity .............................................. 14
          10.11 Notice ................................................ 14
          10.12 Successors ............................................ 14


                                     iii
                                    
<PAGE>

                  PORTLAND GENERAL HOLDINGS, INC.

              SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                         1997 RESTATEMENT


                             ARTICLE 1

                              PURPOSE

     1.1    PURPOSE.   The  principal  objectives  of  this  Supplemental
Executive  Retirement  Plan  are to provide key executives with competitive
retirement benefits, protect against  reductions in retirement benefits due
to  tax  law  limitations  on  qualified  plans  and  to  facilitate  early
retirement.  The Plan is designed to provide a benefit which, when added to
other retirement income of the executive, will  meet  this objective.  This
Plan  was  originally effective on July 1, 1983, and amended  by  the  1996
Restatement.

     1.2    EFFECTIVE  DATE.   This  1997  Restatement is adopted to make
amendments to the Plan effective June 25, 1997.

                             ARTICLE 2

                            DEFINITIONS

     2.1    ACTUARIALLY EQUIVALENT.  "Actuarially  Equivalent"  shall mean
the equivalence in value between two or more forms and/or times of  payment
based   upon   a   determination   by  an  actuary  chosen  by  the  Senior
Administrative Officer using sound actuarial  assumptions  at  the  time of
such  determination  and applied on a uniform and consistent basis for  all
Participants.

     2.2    BASIC  PLAN.   "Basic  Plan"  shall  mean  the  Participating
Employers' Pension Plan  or Plans, as may be amended from time to time, and
any successor defined benefit retirement income plan or plans maintained by
the Participating Employers  which  qualify  under  Section  401(a)  of the
Internal Revenue Code.

     2.3    BASIC PLAN OFFSET.  "Basic Plan Offset" shall mean the amount
of benefit that  would  be  paid  from  the  Basic  Plan  to a Participant,
assuming  eligible  compensation  used  to calculate such benefit  includes
amounts deferred under any Participating  Employer  sponsored non-qualified
deferred compensation plan, in the form of a straight life annuity from the
Early, Normal, Disability or Postponed Retirement Date,  regardless  of the
amount actually paid or the actual method of payment under the Basic Plan.


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     2.4    BOARD.  "Board" shall mean the Board of Directors of Portland
General Holdings, Inc.

     2.5    CAUSE.  "Cause" shall mean:

            2.5.1   The  final  conviction  (or,  without  limitation,
     confession,   plea   bargain,  plea  of  nolo  contendere  or  similar
     disposition in a court  of law) of a Participant of a felony connected
     with or related to or which  affects  the performance of Participant's
     obligations as an employee of a Participating Employer;

            2.5.2   Perpetration  of  fraud  against  or  affecting  a
     Participating Employer; or

            2.5.3   Misfeasance or malfeasance  in  connection  with  a
     Participant's employment with a Participating Employer.

     2.6    CHANGE IN CONTROL.  A "Change in Control" shall mean:

                    (a) Any "person," as such term is used in Section 13(d) and
     14(d)  of  the Securities  Exchange  Act  of  1934,  as  amended  (the
     "Exchange Act")  (other  than Portland General Holdings, Inc. ("PGH"),
     any trustee or other fiduciary  holding  securities  under an employee
     benefit plan of PGH, or any Employer owned, directly or indirectly, by
     the stockholders of PGH in substantially the same proportions as their
     ownership of stock of PGH), is or becomes the "beneficial  owner"  (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of  securities  representing  thirty  percent  (30%)  or  more  of the
     combined voting power of PGH's then outstanding voting securities; or

            (b) During any period of two (2) consecutive years (not including
     any period prior to the execution of this Agreement), individuals  who
     at  the  beginning  of  such  period constitute the Board, and any new
     director whose election by the  Board  or  nomination  for election by
     PGH's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors  as of
     the  beginning  of  the  period  or  whose  election or nomination for
     election  was  previously  so  approved,  cease  for   any  reason  to
     constitute at least a majority thereof.

            (c) Notwithstanding anything to the contrary in the foregoing, no
     "Change  in  Control"  shall  be  deemed  to  have  occurred upon  the
     consummation of the Amended and Restated Agreement and  Plan of Merger
     by  and  among  Enron  Corp.,  Portland General Corporation and  Enron
     Oregon Corp., dated as of July 20,  1996, or amended and restated from
     time to time.

     2.7    COMMITTEE.   "Committee" shall mean  the  Non-qualified  Benefits
Committee of the Board.

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<PAGE>


     2.8    COMPANY.  "Company"  shall  mean Portland General Holdings, Inc.,
an Oregon corporation.

     2.9    CREDITED SERVICE.  "Credited  Service" shall mean a Participant's
Years of Credited Service or Benefit Service  as defined in the Basic Plan.
A  Participant  may,  at  the  option of the Committee,  be  credited  with
additional Years of Credited Service.  Such additional Years of Service may
be for calculation of the benefit  under  Section  4.1  or  Section  4.2 or
calculation  of the unreduced Benefit Date under Section 4.7 and may be  in
different amounts for each purpose.

     2.10    DEPENDENT.   "Dependent"  shall  mean  an  unmarried child of the
Participant until the age of nineteen (19) (age twenty-six  (26)  if a full
time  student).   An  unmarried  child  may also qualify as a Dependent  by
reason  of mental retardation or physical  handicap  for  as  long  as  the
condition  exists, if such child qualifies as a dependent under regulations
set forth by  the  Internal  Revenue  Service  by  reason  of  such  mental
retardation or physical handicap.

     2.11    DIRECT   SUBSIDIARY.    "Direct   Subsidiary"   shall   mean  any
corporation of which a Participating Employer owns at least eighty  percent
(80%)  of  the  total  combined  voting  power  of all classes of its stock
entitled to vote.

     2.12    DISABILITY.   "Disability"  shall  mean  the   inability   of   a
Participant  to  perform  with reasonable continuity the material duties of
any gainful occupation for  which  the  Participant is reasonably fitted by
education, training and experience.

     2.13    EARNINGS.  "Earnings" shall mean total annual base salary, before
any  reductions  pursuant  to voluntary deferrals  by  the  employee  under
Participating Employer-sponsored  plans;  plus  any  cash  annual incentive
compensation awards; plus any cash long-term incentive awards  earned prior
to  January  1,  1987, but excluding any other long-term incentive  awards.
For purposes of determining  Earnings for any particular year, Earnings for
the year shall consist of base  salary,  cash annual incentive compensation
awards, and cash long-term incentive awards  earned  prior  to  January  1,
1987, earned during that year.

     2.14    EMPLOYMENT.  "Employment" shall mean the period or periods during
which an individual is an employee of one or more Participating Employers.

     2.15    FINAL  AVERAGE  EARNINGS.   "Final Average Earnings" shall mean a
Participant's  highest  average of any three  consecutive  years'  Earnings
during the final ten (10)  years  of  Employment.   If  the Participant has
fewer than three (3) years of Employment, then his Final  Average  Earnings
shall be determined based on the average of the actual Employment period.

     2.16    FINAL  EARNINGS.   "Final  Earnings" shall mean the Participant's
Earnings for the year ending on the date  a Change in Control under Section
** occurs.

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<PAGE>


     2.17    INDIRECT  SUBSIDIARY.   "Indirect  Subsidiary"   shall  mean  any
corporation  of  which a Participating Employer directly and constructively
owns at least eighty  percent  (80%)  of the total combined voting power of
all classes of its stock entitled to vote.   In  determining  the amount of
stock  of  a  corporation  that  is constructively owned by a Participating
Employer, stock owned, directly or  constructively,  by a corporation shall
be considered as being owned proportionately by its shareholders  according
to  such  shareholders'  share  of voting power of all classes of its stock
entitled to vote.

     2.18    OTHER RETIREMENT INCOME.   "Other  Retirement  Income" shall mean
retirement income payable to a Participant as set forth below:

             2.18.1  FOR OTHER THAN DISABILITY RETIREMENT:  Any periodic
     income  continuance,  severance  payments  or  other  defined  benefit
     retirement payments from a Participating Employer.

             2.18.2  FOR  DISABILITY  RETIREMENT:   Income  from   the
     Portland General Holdings, Inc. Long-Term Disability Plan or any other
     long-term disability plan sponsored by a Participating Employer.

     2.19    PARTICIPANT.   "Participant"   shall   mean   an  employee  of  a
Participating Employer, who is also a Senior Officer as defined  in Section
2.23   and   designated   in   writing  as  a  Participant  by  the  Senior
Administrative Officer prior to June 25, 1997.

     2.20    PARTICIPATING  EMPLOYER.   "Participating  Employer"  shall  mean
Company or any affiliated  or subsidiary company designated by the Board as
a Participating Employer under  the  Plan,  as long as such designation has
become  effective  and continues to be in effect.   The  designation  as  a
Participating Employer  shall  become effective only upon the acceptance of
such designation and the formal  adoption  of  the  Plan by a Participating
Employer.    A   Participating  Employer  may  revoke  its  acceptance   of
designation as a Participating  Employer  at  any  time, but until it makes
such  revocation,  all of the provisions of this Plan  and  any  amendments
thereto shall apply  to  the  Participants  and  their Beneficiaries of the
Participating Employer.

     2.21    PLAN.   "Plan"  shall  mean the Portland General  Holdings,  Inc.
Supplemental Executive Retirement  Plan,  as  may  be  amended from time to
time.

     2.22    RETIREMENT.  "Retirement" and "Retire" shall mean the termination
of a Participant's Employment with Portland General Holdings,  Inc. and any
and  all Direct or Indirect Subsidiaries or affiliates of Portland  General
Holdings, Inc. on one of the Retirement dates specified in Section 3.2.

     2.23    SENIOR  ADMINISTRATIVE  OFFICER.  "Senior Administrative Officer"
shall  mean  the  employee in the management  position  designated  by  the
Committee to administer the Plan.

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<PAGE>


     2.24    SENIOR OFFICE.   "Senior  Officer" shall mean the Chief Executive
Officer, the President, Division Presidents,  all  Senior  Vice Presidents,
all Vice Presidents, the Treasurer and the Controller of the  Participating
Employer,  all  as  elected or appointed by the board of directors  of  the
Participating Employer.

     2.25    SPOUSE.  "Spouse"  shall  mean  an  individual who is a spouse as
defined under the Basic Plan.

                             ARTICLE 3

                            ELIGIBILITY

     3.1    ELIGIBILITY.   Eligibility to participate  shall  be  limited  to
those employees who have attained  the  position  of Senior Officer and are
designated in writing as a Participant by the Senior Administrative Officer
prior  to  June  25,  1997,  or  those employees who have  previously  been
selected as Participants.

     3.2    RETIREMENT.  Each Participant is eligible to Retire and receive a
benefit under this Plan beginning on one of the following dates:

            3.2.1   NORMAL RETIREMENT  DATE,  which is the first day of
     the  month  following the month in which the Participant  reaches  age
     sixty-five (65);

            3.2.2   EARLY  RETIREMENT  DATE, which is the first day of
     any  month following the month in which the  Participant  reaches  age
     fifty-five  (55)  and  has completed five (5) years of Employment with
     Portland  General  Holdings,   Inc.   and   any  Direct  and  Indirect
     Subsidiaries or affiliates of Portland General Holdings, Inc.;

            3.2.3   POSTPONED RETIREMENT DATE,  which  is the first day
     of  the  month following the Participant's Normal Retirement  Date  in
     which the  Participant  terminates  Employment  with  Portland General
     Holdings,  Inc.  and  any and all Direct and Indirect Subsidiaries  or
     affiliates of Portland General Holdings, Inc.; or

            3.2.4   DISABILITY  RETIREMENT DATE, which is the first day
     of the month following six (6) months  of  Disability  as certified by
     the Senior Administrative Officer.

     3.3    FORFEITURES.  A Participant who is receiving, or may  be entitled
to receive, a benefit shall forfeit any right to receive benefits if one of
the following occurs:

            3.3.1   The  Participant  is  discharged  for  Cause,   as
     determined by the Committee;


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<PAGE>



            3.3.2   The   Participant   performs   services   for  an
     organization where there is a conflict of interest which is adverse to
     the Company's interest, as determined by the Committee; or

            3.3.3   The  Participant voluntarily terminates employment
     without providing for transition  in  disregard  of the Company's best
     interests, as determined by the Committee.

                             ARTICLE 4

         AMOUNT, FORM AND PAYMENT OF SUPPLEMENTAL BENEFIT

     4.1    NORMAL  RETIREMENT  BENEFIT.   The annual benefit  payable  at  a
Normal Retirement Date under the Plan shall equal:

            4.1.1   Three percent (3%)  of  Final  Average Earnings for
     each of the first fifteen (15) years of Credited Service, plus one and
     one half percent (1 1/2 %) of Final Average Earnings  for  each of the
     next  ten  (10)  years  of Credited Service, plus, for service accrued
     prior to March 1, 1988, three-quarters  of  one  percent  ( 3/4 %) for
     each  year  of Credited Service in excess of twenty-five (25)  (Annual
     Supplemental Benefit);

                    4.1.1.1  less any Basic Plan Offset;
                             
                    4.1.1.2  less any Other Retirement Income.

     4.2    EARLY RETIREMENT BENEFIT.

            4.2.1   The annual benefit payable at an Early retirement Date
     shall equal the Annual  Supplemental Benefit based on Credited Service
     to the Early Retirement Date,  reduced  in accordance with Section 4.6
     as appropriate;

                    4.2.1.1  less any Basic Plan Offset;

                    4.2.1.2  less any Other Retirement Income.

            4.2.2   An  additional  benefit  ("Temporary  Social  Security
     Supplement") shall be payable to a Participant  who commences benefits
     on an Early Retirement Date which is prior to the  earliest  date  the
     Participant  is  eligible  for  retirement  benefits  under the Social
     Security Act.  Such Temporary Social Security Supplement  shall not be
     payable during any period when the Participant is eligible  to collect
     Social  Security  disability benefits.  Such Temporary Social Security
     Supplement shall equal  the  Social  Security  benefit payable at such
     earliest date based on calculation procedures in the Basic Plan.  Such
     amount shall be payable until the earlier of:


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<PAGE>


                    4.2.2.1  the earliest date  the  Participant is
          eligible for Social Security retirement benefits; or

                    4.2.2.2  the Participant's date of death.

     4.3    SEPARATION FROM SERVICE BENEFIT.  The annual benefit payable at a
date  of  separation  from  service  other  than as a result of Retirement,
Disability, or Termination upon a Change in Control shall equal:

            4.3.1   Annual Supplemental Benefit  based  on Credited Service
     and Final Average Earnings as of the Participant's date  of separation
     from service, reduced in accordance with Section 4.6 as appropriate;

                    4.3.1.1  less any Basic Plan Offsets;

                    4.3.1.2  less any Other Retirement Income.

            4.3.2   The  benefit  shall commence on the first day  of  the
     month  following  such  date that  would  have  constituted  an  Early
     Retirement Date had the Participant remained employed.

     4.4    POSTPONED RETIREMENT  BENEFIT.   The  annual benefit payable at a
Postponed  Retirement  Date  shall  be equal to the benefit  determined  in
accordance with Section 4.1 based on  Credited  Service  and  Final Average
Earnings as of the Participant's Postponed Retirement Date.

     4.5    RETENTION  OF  ACCRUED  BENEFIT.   In the event a Participant  is
transferred to an employer who is not a Participating Employer, the benefit
payable at Retirement Date shall be calculated  based on Credit Service and
Final Average Earnings with all Participating Employers  and as of the last
date  of  Employment  with  a  Participating  Employer.   In  the  event  a
Participant is transferred to a position other than that of Senior Officer,
the  benefit  payable  at  Retirement  Date  shall  be calculated based  on
Credited Service and Final Average Earnings as a Senior  Officer  as of the
last  day  such  Senior  Officer  status  was  held  with all Participating
Employers.

     4.6    REDUCTION  OF BENEFITS.  In the event that a  benefit  calculated
under Sections 4.2 or  4.3  is  to  commence prior to the Unreduced Benefit
Date such benefit shall be reduced by seven-twelfths of one percent (7/12%)
for  each  month  by which the date of benefit  commencement  precedes  the
Unreduced Benefit Date.

     4.7    UNREDUCED  BENEFIT DATE.  "Unreduced Benefit Date" shall mean the
earlier of:

            4.7.1   The   first  of  the  month  following  the  date  the
     Participant attains age sixty-two (62), or


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<PAGE>


            4.7.2   The earliest date when the sum of the Participant's age
     and Credited Service would total eighty-five (85) years.

     4.8    COMMENCEMENT OF BENEFITS.   Benefits  payable  in accordance with
Sections  4.1,  4.2 and 4.4 shall commence on the first day  of  the  month
following the Participant's Retirement and shall continue to be paid on the
first day of each  succeeding  month  until  the  first  day  of  the month
following  the  later  of the death of the Participant or the death of  the
Participant's Spouse.

     4.9    FORM OF BENEFIT.   The  benefits under this Plan shall be payable
as follows:

            4.9.1   If the Participant  is unmarried when benefits begin, a
     straight life annuity; or

            4.9.2   If the Participant is  married  when benefits begin, an
     annuity in the same amount as 4.9.1 for the life  of  the  Participant
     and an annuity of fifty percent (50%) of that mount continuing  to the
     Participant's  Spouse  for  the  life  of Participant's Spouse, if the
     Participant predeceases the Spouse.

     4.10   BENEFIT  INCREASES FOR RETIREES.  Benefits  payable  to  retirees
receiving benefits under  this  Plan  shall be increased in the same manner
and at the same time as benefits are increased for retirees under the Basic
Plan.

                             ARTICLE 5

                 PRE-RETIREMENT SURVIVOR BENEFITS

     5.1    SURVIVOR  BENEFIT.  If a Participant  should  die  before  actual
Retirement, the Spouse will receive a benefit equal to:

            5.1.1   Fifty  percent (50%) of the amount of the Participant's
     Annual Supplemental Benefit determined in accordance with Section 4.1,
     based on the Final Average  Earnings  at  death  but assuming Credited
     Service continued to accrue until Normal Retirement Date;

            5.1.2   Less any benefits to such Spouse actually  payable from
     the Basic Plan.

     5.2    BENEFIT  PAYMENT.   Spouse benefits will be payable monthly,  and
will commence on the first day  of  the  month following the month in which
the Participant dies.  The last payment will  be  on  the  first day of the
month  in  which  the  Spouse  dies,  or  such other date pursuant  to  the
provisions of Section 5.4.  Payments may commence  to  eligible  Dependents
pursuant to Section 5.3.


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<PAGE>



     5.3    DEPENDENT   BENEFIT.    If   no   eligible  Spouse  survives  the
Participant, or if the surviving Spouse who was  eligible for payment under
this  Section  dies  with  eligible  Dependents  remaining,   the   benefit
determined in Section 5.1 above shall be payable to any eligible Dependents
in  equal  shares.  Such monthly benefit shall be paid each Dependent until
such person fails to qualify as a Dependent.

     5.4    CESSATION  OF  BENEFIT  UPON  REMARRIAGE.   In the event a Spouse
receiving  benefits  under  this  Plan  remarries,  such Spouse  will  stop
receiving, as of the date of remarriage, any further  monthly benefits from
this Plan (including future benefits to any Dependents).   However, in lieu
of any further monthly benefits from this Plan, a Spouse will  receive  six
(6)  months of benefits in a lump sum within forty-five (45) days after the
Senior Administrative Officer is notified of such remarriage.

                             ARTICLE 6

                        DISABILITY BENEFITS

     6.1    DISABILITY  RETIREMENT.   In  the  event  a Participant suffers a
Disability  after completing two (2) years of Employment,  the  Participant
shall be entitled to Retire on a Disability Retirement Date.

     6.2    DISABILITY BENEFIT.  The annual Disability benefit shall be equal
to  the benefit  determined  in  accordance  with  Section  4.1,  based  on
projected  years  of Credit Service to Normal Retirement and based on Final
Average  Earnings  determined  as  of  the  last  day  of  Employment  with
Participating Employer before commencement of Disability.

     6.3    FORM AND COMMENCEMENT  OF  BENEFITS.  Disability benefits will be
payable  monthly  and  will  commence  on  the   Participant's   Disability
Retirement  Date.  The last Disability payment will be as of the first  day
of the month  during  which a disabled Participant either recovers, dies or
retires under the Basic  Plan.   In  the  case  of  a disabled Participant,
recovery will be determined by the Senior Administrative  Officer.   If the
Participant  retires  under  the  Basic  Plan, retirement benefits shall be
payable pursuant to Sections 4.1, 4.2 or 4.4 of this Plan based on years of
Credited Service at Retirement date and Final  Average Earnings assuming no
change in Earnings at his Disability Retirement Date.

     6.4    SURVIVOR  AND  DEPENDENT  BENEFITS.   In  the  event  a  disabled
Participant dies, the Participant's Spouse and Dependents shall be eligible
for Pre-Retirement Survivor Benefits as set out in  Article 5.

     6.5    EVIDENCE  OF  CONTINUE  DISABILITY.   The  Senior  Administrative
Officer may require, no more frequently than once per calendar year, that a
disabled  Participant  submit  medical  evidence  of  continued  Disability
satisfactory to the Senior Administrative Officer.  The  Disability benefit
may  be  discontinued  based  on a consideration of such evidence  or  lack
thereof.


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<PAGE>

                             ARTICLE 7

                          ADMINISTRATION

     7.1    SENIOR  ADMINISTRATIVE  OFFICER;  DUTIES.   This  Plan  shall  be
administered  by  the   Senior  Administrative  Officer  appointed  by  the
Committee.  The Senior Administrative  Officer  may  be a Participant under
the Plan.  The Senior Administrative Officer shall have  the  authority  to
make,  amend,  interpret, and enforce all appropriate rules and regulations
for the administration  of  the  Plan  and  decide  or  resolve any and all
questions,  including  interpretations  of  the  Plan,  as  may   arise  in
connection  with the Plan.  The Senior Administrative Officer shall  report
to the Committee  on  an  annual  basis regarding Plan activity and at such
other times as may be requested by the Committee.

     7.2    AGENTS.   In  the  administration   of   this  Plan,  the  Senior
Administrative Officer may, from time to time, employ  agents  and delegate
to  such  agents,  including employees of any Participating Employer,  such
administrative duties  as  he  sees  fit, and may from time to time consult
with counsel who may be counsel to any Participating employer.

     7.3    BINDING EFFECT OF DECISIONS.   The  decision  or  action  of  the
Senior  Administrative  Officer with respect to any question arising out of
or in connection with the administration, interpretation and application of
the  Plan and the rules and  regulations  promulgated  hereunder  shall  be
final,  conclusive  and binding upon all persons having any interest in the
Plan.

     7.4    INDEMNITY OF  SENIOR  ADMINISTRATIVE  OFFICER;  COMMITTEE.   Each
Participating  Employer  shall  indemnify  and  hold  harmless  the  Senior
Administrative  Officer,  the Committee, and its individual members against
any and all claims, loss, damage,  expense  or  liability  arising from any
action or failure to act with respect to this Plan, except in  the  case of
gross negligence or willful misconduct.

     7.5    AVAILABILITY OF PLAN DOCUMENTS.  Each Participant shall receive a
copy  of  this  Plan,  and  the  Senior  Administrative  Officer shall make
available  for  inspection  by  any  Participant  a copy of the  rules  and
regulations used in administering the Plan.

     7.6    COST OF PLAN ADMINISTRATION.  The Company shall bear all expenses
of administration of this Plan.  However, a ratable  portion of the expense
shall be charged back to each Participating Employer.

                             ARTICLE 8

                         CLAIMS PROCEDURE

     8.1    CLAIM.    Any   person   claiming   a   benefit,  requesting   an
interpretation or ruling under the Plan or requesting information under the
Plan  shall  present  the  request in writing to the 


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<PAGE>


Senior  Administrative
Officer  or  his  delegatee  who  shall  respond  in  writing  as  soon  as
practicable.

     8.2    DENIAL OF CLAIM.  If  the claim or request is denied, the written
notice of denial shall state:

            8.2.1   The reasons for  denial, with specific reference to the
     Plan provisions on which the denial is based.

            8.2.2   A description of any additional material or information
     required and an explanation of why it is necessary.

            8.2.3   An explanation of the Plan's claim review procedure.

     8.3    REVIEW OF CLAIM.  Any person  whose claim or request is denied or
who has not received a response within thirty  (30) days may request review
by notice given in writing to the Senior Administrative Officer.  The claim
or request shall be reviewed by the Senior Administrative Officer, who may,
but shall not be required to, grant the claimant a hearing.  On review, the
claimant may have representation, examine pertinent  documents  and  submit
issues and comments in writing.

     8.4    FINAL DECISION.  The decision by the Senior Administrative Office
on  review  shall normally be made within sixty (60) days.  If an extension
of time is required  for  a  hearing  or  other  special circumstances, the
claimant shall be notified and the time limit shall  be  one hundred twenty
(120) days.  The decision shall be in writing and shall state  the  reasons
and  relevant plan provisions.  All decisions on review shall be final  and
bind all parties concerned.

                             ARTICLE 9

                     TERMINATION OR AMENDMENT

     9.1    AMENDMENT.   The Senior Administrative Officer may amend the Plan
from time to time as may be necessary for administrative purposes and legal
compliance of the Plan,  provided,  however,  that  no such amendment shall
affect  the benefit rights of Participants or Beneficiaries  in  the  Plan.
The Committee  may  amend  the Plan at any time, provided, however, that no
amendment  shall  be effective  to  decrease  or  restrict  the  rights  of
Participants and Beneficiaries  to  the  benefit accrued at the time of the
amendment.

     9.2    TERMINATION.   The  board  of  directors  of  each  Participating
Employer may at any time, in its sole discretion,  terminate or suspend the
Plan in whole or in part for that Participating Employer.  However, no such
termination   or  suspension  shall  adversely  affect  the   benefits   of
Participants which  have  accrued prior to such action, the benefits of any
Participant who has 


PAGE 11 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 
<PAGE>


previously  retired, the benefits of any Beneficiary of
a Participant who has previously  died, or already accrued Plan liabilities
between Participating employers.

                            ARTICLE 10

                           MISCELLANEOUS

     10.1    UNFUNDED PLAN.  This Plan  is  intended  to  be  an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly-compensated employees" within the meaning of
Sections 201, 301, and 401 of the Employee Retirement Income  Security  Act
of 1974, as amended (ERISA), and therefore to be exempt from the provisions
of  Parts  2,  3,  and  4  of Title I of ERISA.  Accordingly, the Board may
terminate the Plan, subject  to Section 9.2 of this Plan, or remove certain
employees  as  Participants  if it  is  determined  by  the  United  States
Department of Labor or a court  of  competent  jurisdiction  that  the Plan
constitutes  an employee pension benefit plan within the meaning of Section
3(2) of ERISA (as currently in effect or hereafter amended) which is not so
exempt.

     10.2    LIABILITY.

             10.2.1   LIABILITY  FOR BENEFITS.  Except as otherwise provided
     in this section, liability for  the payment of a Participant's benefit
     pursuant  to  this Plan shall be borne  solely  by  the  Participating
     Employer that employs  the  Participant and reports the Participant as
     being  on its payroll during the  accrual  or  increase  of  the  Plan
     benefit, and no liability for the payment of any Plan benefit shall be
     incurred by reason of Plan sponsorship or participation except for the
     Plan benefits  of a Participating Employer's own employees.  Provided,
     however, that each  Participating  Employer,  by accepting the Board's
     designation as a Participating Employer under the  Plan  and  formally
     adopting  the  Plan,  agrees  to  assume  secondary  liability for the
     payment  of  any  benefit accrued or increased while a Participant  is
     employed and on the  payroll  of  a  Participating  Employer that is a
     Direct Subsidiary or Indirect Subsidiary of the Participating Employer
     at  the  time  such  benefit is accrued or increased.  Such  liability
     shall  survive  any  revocation  of  designation  as  a  Participating
     Employer with respect  to  any  liabilities  as accrued at the time of
     such  revocation.   Nothing in this section shall  be  interpreted  as
     prohibiting  any Participating  Employer  or  any  other  person  from
     expressly agreeing to assumption of liability for a Plan Participant's
     payment of any benefits under the Plan.

             10.2.2   UNSECURED  GENERAL  CREDITOR.   Participants and their
     Beneficiaries, heirs, successors, and assigns shall  have  no  secured
     legal  or  equitable  rights,  interest  or  claims in any property or
     assets of Participating Employer, nor shall they  be Beneficiaries of,
     or  have  any  rights,  claims  or  interests  in  any life  insurance
     policies, annuity contracts or the proceeds therefrom  owned  or which
     may  be  acquired  by  Participating Employer.  Except as provided  in
     Section 10.3, such policies,  annuity  contracts  or  other  assets of
     Participating  Employer  shall  not  be  held  under any trust for the
     benefit  of  Participants, 
     
PAGE 12 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 
<PAGE>

     their Beneficiaries, heirs,  successors  or
     assigns, or held  in any way as collateral security for the fulfilling
     of the obligations of Participating Employer under this Plan.  Any and
     all of Participating  Employer's  assets  and  policies  shall be, and
     remain,  the  general, unpledged, unrestricted assets of Participating
     Employer.  Participating Employer's obligation under the Plan shall be
     that of an unfunded and unsecured promise to pay money in the future.

     10.3    TRUST FUND.   At  its  discretion,  each  Participating Employer,
jointly or severally, may establish one or more trusts,  with such trustees
as the Board may approve, for the purpose of providing for  the  payment of
such  benefits.   Such  trust  or trusts may be irrevocable, but the assets
thereof  shall  be  subject  to  the  claims  of  Participating  Employer's
creditors.  To the extent any benefits provided under the Plan are actually
paid from any such trust, Participating  Employer  shall  have  no  further
obligation  with  respect  thereto,  but  to  the  extent not so paid, such
benefits  shall  remain  the  obligation  of,  and  shall  be   paid  by  a
Participating Employer.

     10.4    NONASSIGNABILITY.   Neither  a  Participant nor any other  person
shall  have  any  right  to  sell,  assign, transfer,  pledge,  anticipate,
mortgage or otherwise encumber, hypothecate  or convey in advance of actual
receipt the amounts, if any payable hereunder,  or  any part thereof, which
are, and all rights to which are, expressly declared  to  be  nonassignable
and nontransferable.  No part of the amount payable shall, prior  to actual
payment,  be  subject  to  seizure or sequestration for the payment of  any
debts, judgements, alimony or separate maintenance owed by a Participant or
any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.

     10.5    PAYMENT TO GUARDIAN.   If a Plan benefit is payable to a minor or
a person declared incompetent or to  a  person  incapable  of  handling the
disposition  of  property,  the  Senior  Administrative  Officer may direct
payment  of  such  Plan  benefit  to the guardian, legal representative  or
person having the care and custody  of  such  minor  or incompetent person.
The Senior Administrative Officer may direct payment of  such  Plan benefit
to the guardian, legal representative or person having the care and custody
of such minor or incompetent person.  The Senior Administrative Officer may
require proof of incompetency, minority, incapacity or guardianship  as  he
may  deem  appropriate  prior  to  distribution  of the Plan benefit.  Such
distribution shall completely discharge the Senior  Administrative Officer,
the Participating Employer and the Company from all liability  with respect
to such benefit.

     10.6    NOT A CONTRACT OF EMPLOYMENT.  The terms and conditions  of  this
Plan  shall  not  be  deemed to constitute a contract of employment between
Participating Employer  and  the  Participant,  and the Participant (or the
Participant's  Beneficiary)  shall  have  no  rights against  Participating
Employer  except  as  may  otherwise  be  specifically   provided   herein.
Moreover,  nothing  in this Plan shall be deemed to give a Participant  the
right to be retained  in  the  service  of  Participating  Employer  or  to
interfere  with  the  right  of  Participating  Employer  to  discipline or
discharge a Participant at any time.


PAGE 13 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                 
<PAGE>



     10.7    PROTECTIVE   PROVISION.   A  Participant  shall  cooperate   with
Participating Employer by  furnishing  any and all information requested by
Participating  Employer, in order to facilitate  the  payment  of  benefits
hereunder,  and by  taking  such  physical  examinations  as  Participating
Employer may  deem  necessary  and  taking  such  other  action  as  may be
requested by Participating Employer.

     10.8    TERMS.   In  this  Plan  document,  unless  the  context  clearly
indicates the contrary, the masculine gender will be deemed to include  the
feminine gender, and the singular shall include the plural.

     10.9    GOVERNING  LAW.   The  provisions of this Plan shall be construed
and interpreted according to the laws  of  the  State  of Oregon, except as
preempted by federal law.

     10.10   VALIDITY.  If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall  not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.

     10.11   NOTICE.  Any notice or filing required or permitted  to  be given
to the Senior Administrative Officer under the Plan shall be sufficient  if
in  writing and hand delivered, or sent by registered or certified mail, to
the Senior  Administrative  Officer  or  the Secretary of the Participating
Employer.  Notice mailed to the Participant  shall be at such address as is
given in the records of the Participating Employer.   Such  notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as
of  the  date  shown  on  the  postmark on the receipt for registration  or
certification.

     10.12   SUCCESSORS.  The provisions  of this Plan shall bind and inure to
the benefit of Participating Employer and  its successors and assigns.  The
term  successors  as  used  herein shall include  any  corporate  or  other
business entity which shall,  whether by merger, consolidation, purchase or
otherwise, acquire all or substantially  all  of the business and assets of
Participating  Employer, and successors of any such  corporation  or  other
business entity.

IN WITNESS WHEREOF,  and  pursuant  to  the  resolution  of  the board, the
Company has caused this instrument to be executed by its officers thereunto
duly authorized this 19th day of November, 1997.

                              PORTLAND GENERAL HOLDINGS, INC.


                              By:  /s/ Don F. Kielblock


                              Its: Vice President


PAGE 14 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN















                      PORTLAND GENERAL HOLDINGS, INC.

               OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN

                             1997 RESTATEMENT



                                  
<PAGE>


                             TABLE OF CONTENTS


ARTICLE I-PURPOSE...........................................    1

 1.1 Restatement                                                1
 1.2 Purpose                                                    1
 1.3 Effective Date                                             1
 1.4 Plan Sponsor                                               1

ARTICLE II-DEFINITIONS......................................    1

 2.1 Account                                                    1
 2.2 Beneficiary                                                1
 2.3 Board                                                      2
 2.4 Change in Control                                          2
 2.5 Committee                                                  2
 2.6 Company                                                    2
 2.7 Compensation                                               2
 2.8 Deferral Election                                          3
 2.9 Determination Date                                         3
 2.10 Direct Subsidiary                                         3
 2.11 Financial Emergency                                       3
 2.12 Indirect Subsidiary                                       3
 2.13 Interest                                                  3
 2.14 Merger Agreement                                          3
 2.15 Outside Director......................................    4
 2.16 PGC Board ............................................    4
 2.17 Participant                                               4
 2.18 Participating Company                                     4
 2.19 Plan                                                      4
 2.20 Policies                                                  4
 2.21 President                                                 4
 2.22 Senior Administrative Officer                             5

ARTICLE III-ELIGIBILITY AND DEFERRALS.......................    5

 3.1 Eligibility                                                5
 3.2 Deferral Elections                                         5
 3.3 Limits on Elective Deferrals                               5

ARTICLE IV-DEFERRED COMPENSATION ACCOUNT....................    6

 4.1 Crediting to Account                                       6
 4.2 Determination of Accounts                                  6
 4.3 Vesting of Accounts                                        6
 4.4 Statement of Accounts                                      6

                                  i 
                                
<PAGE>


                           TABLE OF CONTENTS

ARTICLE V-PLAN BENEFITS.....................................    6

 5.1 Benefits                                                   6
 5.2 Withdrawals for Financial Emergency                        7
 5.3 Form of Benefit Payment                                    7
 5.4 Accelerated Distribution                                   8
 5.5 Taxes                                                      9
 5.6 Commencement of Payments                                   9
 5.7 Full Payment of Benefits                                   9
 5.8 Payment to Guardian                                        9

ARTICLE VI-BENEFICIARY
 DESIGNATION..........................    9

 6.1 Beneficiary Designation                                    9
 6.2 Amendments                                                 9
 6.3 No Beneficiary Designation                                10
 6.4 Effect of Payment                                         10

ARTICLE VII-ADMINISTRATION.................................    10

 7.1 Senior Administrative Officer; Duties                     10
 7.2 Agents                                                    10
 7.3 Binding Effect of Decisions                               10
 7.4 Indemnity of Senior Administrative Officer; Committee     10
 7.5 Availability of Plan Documents                            11
 7.6 Cost of Plan Administration                               11

ARTICLE VIII-CLAIMS PROCEDURE..............................    11

 8.1 Claim                                                     11
 8.2 Denial of Claim                                           11
 8.3 Review of Claim                                           11
 8.4 Final Decision                                            11

ARTICLE IX-AMENDMENT AND TERMINATION OF PLAN...............    12

 9.1 Amendment                                                 12
 9.2 Termination                                               12
 9.3 Payment at Termination                                    12



                                  ii
                                
<PAGE>


                           TABLE OF CONTENTS

ARTICLE X-MISCELLANEOUS....................................    12

 10.1 Unfunded Plan                                            12
 10.2 Liability                                                13
 10.3 Trust Fund                                               13
 10.4 Nonassignability                                         13
 10.5 Protective Provisions                                    14
 10.6 Governing Law                                            14
 10.7 Terms                                                    14
 10.8 Validity                                                 14
 10.9 Notice                                                   14
 10.10 Successors                                              14
 10.11 Not a Contract of Service                               15


























                                  iii
                                
<PAGE>


                            INDEX OF TERMS


A

Account: 2.1                                                    1

B

Beneficiary: 2.2                                                1
Board: 2.3                                                      1

C

Change in Control: 2.4                                          2
Committee: 2.5                                                  3
Company: 2.6                                                    3
Compensation: 2.7                                               3

D

Deferral Election: 2.8                                          3
Determination Date: 2.9                                         3
Direct Subsidiary: 2.10                                         3

E

Exchange Act: 2.4(a)                                            2

F

Financial Emergency: 2.11                                       3

I

Indirect Subsidiary: 2.12                                       3
Interest: 2.13                                                  3

M

Merger Agreement: 2.14.....................................     3

O

Outside Director: 2.15                                          4

P

Participant: 2.17                                               4
Participating Company: 2.18                                     4
PGC Board: 2.16............................................     4
PGC: 2.4(a)                                                     2
Plan: 2.19                                                      4
Policies: 2.20                                                  4
President: 2.21............................................     3

                                  iv
                                
<PAGE>


S

Senior Administrative Officer: 2.22                             4

                                  v
                                
<PAGE>



                    PORTLAND GENERAL HOLDINGS, INC.

               OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN

                             1997 RESTATEMENT



                             ARTICLE I-PURPOSE

1.1  Restatement

     Portland General Corporation adopted a Deferred Compensation Plan
effective January 1, 1983 to cover Directors, officers and certain key
employees. The Plan was renamed and amended by the 1987 Restatement and
further amended by the 1988, 1990, 1994 and 1996 Restatements.

1.2  Purpose

     The purpose of this Outside Directors' Deferred Compensation Plan is
to provide elective deferred compensation to Outside Directors. It is
intended that the Plan will aid in attracting and retaining Outside
Directors of exceptional ability.

1.3  Effective Date

     This Restatement shall be effective as of June 25, 1997.

1.4  Plan Sponsor

     The Plan is maintained for the benefit of previous Outside Directors
of Portland General Corporation, an Oregon Corporation, and Outside
Directors of any corporations or other entities affiliated with or
subsidiary to it, if such corporations or entities have been selected by
the Board.


                          ARTICLE II-DEFINITIONS

2.1  Account

     "Account" means the account, maintained by the Participating Company
in accordance with Article IV with respect to any deferral of Compensation
pursuant to this Plan.

2.2  Beneficiary

     "Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after Participant's death.


2.3  Board

     "Board" means the Board of Directors of Portland General Holdings,
Inc.



PAGE 1 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


2.4  Change in Control

     "Change in Control" means an occurrence in which:

        (a) Any "person," as such term is used in Sections 13(d) and 14(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act") (other than Portland General Holdings, Inc. ("PGH"), any trustee
     or other fiduciary holding securities under an employee benefit plan
     of PGH, or any Employer owned, directly or indirectly, by the
     stockholders of PGH in substantially the same proportions as their
     ownership of stock of PGH), is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of securities representing thirty percent (30%) or more of the
     combined voting power of PGH's then outstanding voting securities; or

        (b) During any period of two (2) consecutive years (not including
     any period prior to the execution of this Agreement), individuals who
     at the beginning of such period constitute the Board, and any new
     director whose election by the Board or nomination for election by
     PGH's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors as of
     the beginning of the period of whose election or nomination for
     election was previously so approved, cease for any reason to
     constitute at least a majority thereof.

        (c) Notwithstanding anything to the contrary in the foregoing, no
     "Change in Control" shall be deemed to have occurred upon the
     consummation of the Amended and Restated Agreement and Plan of Merger
     by and among Enron Corp., Portland General Corporation and Enron
     Oregon Corp., dated as of July 20, 1996, or amended and restated from
     time to time.

2.5  Committee

     "Committee" means the Non-Qualified Benefits Committee of the Board.

2.6  Company

     "Company" means Portland General Holdings, Inc., an Oregon
Corporation.

2.7  Compensation

     "Compensation" means annual retainer and fees for attendance at board
and various committee meetings paid to an Outside Director by the
Participating Company during the calendar year with respect to duties
performed as a member of the board. Compensation, for purposes of this
Plan, may include any new form of cash remuneration paid by the
Participating Company to an Outside Director which is explicitly designated
as deferrable pursuant to this Plan by the Deferral Election form approved
by the Senior Administrative Officer. Compensation does not include expense
reimbursements, imputed compensation, or any form of noncash compensation
or benefits.



PAGE 2 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


2.8  Deferral Election

     "Deferral Election" means the election completed by the Participant in
a form approved by the Senior Administrative Officer which indicates the
Participant's irrevocable election to defer Compensation as designated in
the Deferral Election, pursuant to Article III.

2.9  Determination Date

     "Determination Date" means the last day of each calendar month.

2.10 Direct Subsidiary

     "Direct Subsidiary" means any corporation of which a Participating
Company owns at least eighty percent (80%) of the total combined voting
power of all classes of its stock entitled to vote.

2.11 Financial Emergency

     "Financial Emergency" means a financial need resulting from a serious
unforeseen personal or family emergency, such as an act of God, an adverse
business or financial transaction, divorce, serious illness or accident, or
death in the family.

2.12 Indirect Subsidiary

     "Indirect Subsidiary" means any corporation of which a Participating
Company directly and constructively owns at least eighty percent (80%) of
the total combined voting power of all classes of its stock entitled to
vote. In determining the amount of stock of a corporation that is
constructively owned by a Participating Company stock owned, directly or
constructively, by a corporation shall be considered as being owned
proportionately by its shareholders according to such shareholder's share
of voting power of all classes of its stock entitled to vote.

2.13 Interest

     "Interest" means the interest yield computed at the monthly equivalent
of an annual yield that is three (3) percentage points higher than the
annual yield on Moody's Average Corporate Bond Yield Index for the three
(3) calendar months preceding the immediately prior month as published by
Moody's Investors Service, Inc. (or any successor thereto), or, if such
index is no longer published, a substantially similar index selected by the
Board.

2.14 Merger Agreement

     "Merger Agreement" shall mean the Agreement and Plan of Merger by and
between Enron Corporation, Portland General Corporation and New Falcon
Corp., dated as of July 20, 1996, as that Agreement may be amended or
restated from time to time.



PAGE 3 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


2.15 Outside Director

     "Outside Director" means a member of the PGC Board who is not an
employee of Portland General Holdings, Inc. or any Direct Subsidiary or
Indirect Subsidiary or affiliate of Portland General Holdings, Inc.

2.16 PGC Board

     "PGC Board" shall mean the Board of Directors of Portland General
Corporation, or the Board of Directors of the successor corporation
established pursuant to the Merger Agreement, or any Advisory Committee to
Portland General Electric Company or the board or officers of a corporation
qualifying as a Participating Company of the Plan, including subsidiaries
and joint venture partners, the status of which shall be determined at the
discretion of the Senior Administrative Office.

2.17 Participant

     "Participant" means any eligible Outside Director who has elected to
make deferrals under this Plan.

2.18 Participating Company

     "Participating Company" means the Company or any affiliated or
subsidiary company designated by the Board as a Participating Company under
the Plan, as long as such designation has become effective and continues to
be in effect. The designation as a Participating Company shall become
effective only upon the acceptance of such designation and the formal
adoption of the Plan by a Participating Company. A Participating Company
may revoke its acceptance of designation as a Participating Company at any
time, but until it makes such revocation, all of the provisions of this
Plan and any amendments thereto shall apply to the Outside Directors of the
Participating Company and their Beneficiaries.

2.19 Plan

     "Plan" means the Portland General Holdings, Inc. Outside Directors'
Deferred Compensation Plan, as may be amended from time to time.

2.20 Policies

     "Policies" means any life insurance policies, annuity contracts or the
proceeds therefrom owned or which may be acquired by the Participating
Company.

2.21 President

     "President" means the President of the Company.



PAGE 4 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>



2.22 Senior Administrative Officer

     "Senior Administrative Officer" means the employee in the management
position designated by the Committee to administer the Plan.


                   ARTICLE III-ELIGIBILITY AND DEFERRALS

3.1  Eligibility

     (a) Eligibility.  An Outside Director shall be eligible to participate
by making Deferral Elections under paragraph 3.2 below. The Senior
Administrative Officer shall notify eligible Outside Directors about the
Plan and the benefits provided under it.

     (b) Cessation of Eligibility.  An Eligible Outside Director who ceases
to serve on the PGC Board shall cease participating as to new deferrals
immediately.


3.2  Deferral Elections

        (a) Time of Elections.  An eligible Outside Director may elect to
     participate in the Plan with respect to any calendar year by making an
     election to defer Compensation in a Deferral Election in a form
     approved by the Senior Administrative Officer. The Deferral Election
     must be filed with the Senior Administrative Officer no later than
     December 15, or such shorter period as designated in the Deferral
     Election form.

        (b) Mid-Year Eligibility.  If an individual first becomes eligible
     to participate during a calendar year and wishes to defer Compensation
     during the remainder of that year, a Deferral Election may be filed no
     later than thirty (30) days following notification to the Outside
     Director by the Senior Administrative Officer of eligibility to
     participate. Such Deferral Election shall be effective only with
     regard to Compensation earned after it is filed with the Senior
     Administrative Officer.

        (c) Irrevocability.  A Deferral Election for the following calendar
     year shall become irrevocable on the December 15 by which it is due
     under paragraph 3.2(a) and a Deferral Election for the current
     calendar year shall become irrevocable upon filing with the Senior
     Administrative Officer under paragraph 3.2(b).

3.3  Limits on Elective Deferrals

     An eligible Outside Director may elect to defer up to one hundred
percent (100%) of Compensation. The level elected must be in one percent
(1%) increments.



PAGE 5 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


                 ARTICLE IV-DEFERRED COMPENSATION ACCOUNT

4.1  Crediting to Account

     The amount of the elective deferrals for a Participant under this Plan
shall be credited to an Account for the Participant on the books of the
Participating Company at the time the Compensation would have been paid in
cash. Any taxes or other amounts due from a Participant with respect to the
deferred Compensation under federal, state or local law, shall be withheld
from nondeferred Compensation payable to the Participant at the time the
deferred amounts are credited to the Account to the extent possible. To the
extent not possible, such amounts shall be withheld from deferred
Compensation with the balance to be credited to the Participant's Account.

4.2  Determination of Accounts

     The last day of each calendar month shall be a Determination Date.
Each Participant's Account as of each Determination Date shall consist of
the balance of the Account as of the immediately preceding Determination
Date, plus the Participant's elective deferrals, and Interest credited
under this Plan, minus the amount of any distributions made from this Plan
since the immediately preceding Determination Date. Interest credited shall
be calculated as of each Determination Date based upon the average daily
balance of the Account since the preceding Determination Date.

4.3  Vesting of Accounts

     Account balances in this Plan shall be fully vested at all times.

4.4  Statement of Accounts

     The Senior Administrative Officer shall submit to each Participant,
after the close of each calendar quarter and at such other times as
determined by the Senior Administrative Officer, a statement setting forth
the balance of the Account maintained for the Participant.


                          ARTICLE V-PLAN BENEFITS

5.1  Benefits

              (a) Entitlement to Benefits at Termination.  Benefits under
     this Plan shall be payable to a Participant on termination of
     membership on all boards of Participating Companies. The amount of the
     benefit shall be the balance of the Participant's Account including
     Interest to the date of payment, in the form elected under Paragraph
     5.3 below.

        Notwithstanding the above, if a Participant terminates Board
     membership with a Participating Company but, within sixty (60) days
     thereafter, becomes a Board member of an affiliate of the Company or
     Portland General Electric Company, including subsidiaries and joint
     venture partners, the status of which shall be determined at the
     discretion of the Senior Administrative Officer, the Participating
     Company shall continue to maintain the Participant's Account pursuant
     to Section IV. Benefits shall be payable to 
     

PAGE 6 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>
     
  
     such Participant under this paragraph or Paragraph 5.1(b) below when 
     the Participant is no
     longer a member of the Board of any affiliated company, as determined
     at the discretion of the Senior Administrative Officer.

        (b) Entitlement to Benefits at Death.  Upon the death of a
     Participant for whom an Account is held under this Plan, a death
     benefit shall be payable to the Participant's Beneficiary in the same
     form as the Participant elected for payments at termination of service
     on the Board, under paragraph 5.3 below. The amount of the benefit
     shall be the balance of the Participant's Account including Interest
     to the date of payment.

5.2  Withdrawals for Financial Emergency

     A Participant may withdraw part or all of the Participant's Account
for a Financial Emergency as follows:

        (a) Determination.  The existence of a Financial Emergency and the
     amount to be withdrawn shall be determined by the Senior
     Administrative Officer.

        (b) Suspension.  A Participant who makes a withdrawal for Financial
     Emergency shall be suspended from participation for twelve (12) months
     from the date of withdrawal. Compensation payable during such
     suspension that would have been deferred under this Plan shall instead
     be paid to the Participant.

5.3  Form of Benefit Payment

        (a) The Plan benefits attributable to the elective deferrals for
     any calendar year shall be paid in one (1) of the forms set out below,
     as elected by the Participant in the form of payment designation filed
     with the Deferral Election for that year. The forms of benefit payment
     are:

            (i) A lump sum payment; or

            (ii) Monthly installment payments in substantially equal
        payments of principal and Interest over a period of up to one
        hundred eighty (180) months. The amount of the installment payment
        shall be redetermined on the first day of the month coincidental
        with or next following the anniversary of the date of termination
        each year, based upon the then current rate of Interest, the
        remaining Account balance, and the remaining number of payment
        periods.

            (iii) For Participants designated by the President to the
        Senior Administrative Officer, monthly installment payments over a
        period of up to one hundred eighty (180) months, consisting of
        interest only payments for up to one hundred twenty (120) months
        and principal and interest payments of the remaining Account
        balance over the remaining period. The amount of the installment
        payment shall be redetermined on the first day of the month
        coincidental with or next following the anniversary of the date of
        termination each year, based upon the then current rate of
        Interest, the remaining Account balance, and the remaining number
        of payment periods.


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<PAGE>


            (iv) In the event the account balance is ten thousand ($10,000)
        or less, that benefit will be paid out in a lump sum
        notwithstanding the form of benefit payment elected by the
        Participant.

        (b) A Participant may elect to file a change of payment designation
     which shall supersede all prior form of payment designations with
     respect to the Participant's entire Account. The Participant may
     redesignate a combination of lump sum and monthly installments if
     approved by the Senior Administrative Officer. If, upon termination,
     the Participant's most recent change of payment designation has not
     been in effect for twelve (12) full months prior to such termination,
     then the prior election shall be used to determine the form of
     payment. The Senior Administrative Officer may, in his sole
     discretion, direct that plan benefits be paid pursuant to the change
     of payment designation, notwithstanding the twelve (12) month
     requirement.

        (c) Participants designated by the President to the Senior
     Administrative Officer may elect to file a change of payment
     designation which shall supersede all prior form of payment
     designations with respect to the Participant's entire Account. The
     Participant may redesignate monthly installment payments over a period
     of up to one hundred eighty (180) months, consisting of interest only
     payments for up to one hundred twenty (120) months and principal and
     interest payments of the remaining Account balance over the remaining
     period. To be effective, such designation must be approved by the
     President and the Senior Administrative Officer. If, upon termination,
     the Participant's most recent change of payment designation has not
     been in effect for twelve (12) full months prior to such termination,
     then the prior election shall be used to determine the form of
     payment. The Senior Administrative Officer may, in his sole
     discretion, direct that Plan benefits be paid pursuant to the change
     of payment designation, notwithstanding the twelve (12) month
     requirement.

5.4  Accelerated Distribution

     Notwithstanding any other provision of the Plan, a Participant shall
be entitled to receive, upon written request to the Senior Administrative
Officer, a lump sum distribution of all or a portion of the vested Account
balance, subject to the following:

        (a) Penalty.

            (i) If the distribution is requested within thirty-six (36)
        months following a Change in Control, six percent (6%) of the
        account shall be forfeited and ninety-four percent (94%) of the
        account paid to the Participant.

            (ii) If the distribution is requested at any time other than
        that in (i) above, ten percent (10%) of the account shall be
        forfeited and ninety percent (90%) of the account paid to the
        Participant.

        (b) Suspension.  A Participant who receives a distribution under
     this section shall be suspended from participation in this Plan for
     twelve (12) calendar months from the date of such distribution. The
     account balance shall be as of the Determination Date immediately
     preceding the date on which the Senior Administrative Officer receives
     the written request. The amount payable under this section shall be
     paid in a lump sum within 
     

PAGE 8 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>
     
     
     sixty-five (65) days following the receipt
     of the Participant's written request by the Senior Administrative
     Officer.

5.5  Taxes

     Each Participating Company shall withhold from payments made hereunder
any taxes required to be withheld from a Participant's Compensation for the
federal or any state or local government. Withholding shall also apply to
Beneficiary, unless an election against withholding is made under Section
3405(a)(2) of the Internal Revenue Code.

5.6  Commencement of Payments

     Payment shall commence at the discretion of the Senior Administrative
Officer, but not later than sixty-five (65) days after the end of the month
in which a Participant retires, dies or otherwise terminates membership on
the Board of Portland General Corporation. All payments shall be made as of
the first day of the month.

5.7  Full Payment of Benefits

     Notwithstanding any other provision of this Plan, all benefits shall
be paid no later than one hundred eighty (180) months following the date
payment to Participant commences.

5.8  Payment to Guardian

     If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of
property, the Senior Administrative Officer may direct payment of such Plan
benefit to the guardian, legal representative or person having the care and
custody of such minor or incompetent person. The Senior Administrative
Officer may require proof of incompetency, minority, incapacity or
guardianship as he may deem appropriate prior to distribution of the Plan
benefit. Such distribution shall completely discharge the Senior
Administrative Officer, the Participating Company and the Company from all
liability with respect to such benefit.


                    ARTICLE VI-BENEFICIARY DESIGNATION

6.1  Beneficiary Designation

     Each Participant shall have the right, at any time, to designate one
(1) or more persons or entities as the Participant's Beneficiary, primary
as well as secondary, to whom benefits under this Plan shall be paid in the
event of the Participant's death prior to complete distribution to the
Participant of the benefits due under the Plan. Each Beneficiary
designation shall be in a written form prescribed by the Senior
Administrative Officer and will be effective only when filed with the
Senior Administrative Officer during the Participant's lifetime.

6.2  Amendments

     Any Beneficiary designation may be changed by a Participant without
the consent of any Beneficiary by the filing of a new Beneficiary
designation with the Senior Administrative 


PAGE 9 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


Officer. If a Participant's
Compensation is community property, any Beneficiary designation shall be
valid or effective only as permitted under applicable law.

6.3  No Beneficiary Designation

     In the absence of an effective Beneficiary designation, or if all
Beneficiaries predecease a Participant, the Participant's estate shall be
the Beneficiary. If a Beneficiary dies after a Participant and before
payment of benefits under this Plan has been completed, the remaining
benefits shall be payable to the Beneficiary's estate.

6.4  Effect of Payment

     Payment to the Beneficiary shall completely discharge the
Participating Company's obligations under this Plan.


                        ARTICLE VII-ADMINISTRATION

7.1  Senior Administrative Officer; Duties

     This Plan shall be administered by a Senior Administrative Officer as
designated by the Committee. Members of the Committee may be participants
under this Plan. The Senior Administrative Officer shall have the authority
to make, amend, interpret and enforce all appropriate rules and regulations
for the administration of this Plan and decide or resolve any and all
questions including interpretations of this Plan as may arise in connection
with the Plan. The Senior Administrative Officer shall report to the
Committee on an annual basis regarding Plan activity, and at such other
times as may be requested by the Committee.

7.2  Agents

     In the administration of the Plan, the Senior Administrative Officer
may, from time to time, employ agents and delegate to such agents,
including employees of any Participating Company, such administrative
duties as he sees fit, and may from time to time consult with counsel, who
may be counsel to any Participating Company.

7.3  Binding Effect of Decisions

     The decision or action of the Senior Administrative Officer with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.

7.4  Indemnity of Senior Administrative Officer; Committee

     Each Participating Company shall indemnify and hold harmless the
Senior Administrative Officer, the Committee and its individual members,
against any and all claims, loss, damage, expense or liability arising from
any action or failure to act with respect to this Plan, except in the case
of gross negligence or willful misconduct.


PAGE 10 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


7.5  Availability of Plan Documents

     Each Participant shall receive a copy of this Plan, and the Senior
Administrative Officer shall make available for inspection by any
Participant a copy of the rules and regulations used in administering the
Plan.

7.6  Cost of Plan Administration

     The Company shall bear all expenses of administration. However, a
ratable portion of the expense shall be charged back to each Participating
Company.


                       ARTICLE VIII-CLAIMS PROCEDURE

8.1  Claim

     Any person claiming a benefit, requesting an interpretation or ruling
under the Plan or requesting information under the Plan shall present the
request in writing to the Senior Administrative Officer or his delegatee
who shall respond in writing as soon as practicable.

8.2  Denial of Claim

     If the claim or request is denied, the written notice of denial shall
state:

        (a) The reasons for denial, with specific reference to the Plan
     provisions on which the denial is based.

        (b) A description of any additional material or information
     required and an explanation of why it is necessary.

        (c) An explanation of the Plan's claim review procedure.

8.3  Review of Claim

     Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in
writing to the Senior Administrative Officer. The claim or request shall be
reviewed by the Senior Administrative Officer, who may, but shall not be
required to, grant the claimant a hearing. On review, the claimant may have
representation, examine pertinent documents and submit issues and comments
in writing.

8.4  Final Decision

     The decision by the Senior Administrative Officer on review shall
normally be made within sixty (60) days. If an extension of time is
required for a hearing or other special circumstances, the claimant shall
be notified and the time limit shall be one hundred twenty (120) days. The
decision shall be in writing and shall state the reasons and the relevant
Plan provisions. All decisions on review shall be final and bind all
parties concerned.


PAGE 11 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>
          

               
               ARTICLE IX-AMENDMENT AND TERMINATION OF PLAN

9.1  Amendment

     The Senior Administrative Officer may amend the Plan from time to time
as may be necessary for administrative purposes and legal compliance of the
Plan, provided, however, that no such amendment shall affect the benefit
rights of Participants or Beneficiaries in the Plan. The Committee may
amend the Plan at any time, provided, however, that no amendment shall be
effective to decrease or restrict the accrued rights of Participants and
Beneficiaries to the amounts in their Accounts at the time of the
amendment. Such amendments shall be subject to the following:

        (a) Preservation of Account Balance.  No amendment shall reduce the
     amount accrued in any Account to the date such notice of the amendment
     is given.

        (b) Changes in Interest Rate.  No amendment shall reduce the rate
     of Interest to be credited, after the date of the amendment, on the
     amount already accrued in any Account or on the deferred Compensation
     credited to any Account under Deferral Elections already in effect on
     the date of the amendment.

9.2  Termination

     The board of directors of each Participating Company may at any time,
in its sole discretion, terminate or suspend the Plan in whole or in part.
However, no such termination or suspension shall adversely affect the
benefits of Participants which have accrued prior to such action, the
benefits of any Participant who has previously retired, the benefits of any
Beneficiary of a Participant who has previously died, or already accrued
Plan liabilities between Participating Companies.

9.3  Payment at Termination

     If the Plan is terminated, payment of each Account to a Participant or
a Beneficiary for whom it is held shall commence pursuant to Paragraph 5.6,
and shall be paid in the form designated by the Participant.


PAGE 12 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


                         ARTICLE X-MISCELLANEOUS

10.1 Unfunded Plan

     This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for Outside Directors. This Plan is
not intended to create an investment contract, but to provide retirement
benefits to eligible individuals who have elected to participate in the
Plan. Eligible individuals are directors of the Participating Company, who
by virtue of their position with the Participating Company, are uniquely
informed as to the Participating Company's operations and have the ability
to materially affect the Participating Company's profitability and
operations.


10.2 Liability

        (a) Liability for Benefits.  Except as otherwise provided in this
     paragraph, liability for the payment of a Participant's benefit
     pursuant to this Plan shall be borne solely by the Participating
     Company for which the Participant serves during the accrual or
     increase of the Plan benefit, and no liability for the payment of any
     Plan benefit shall be incurred by reason of Plan sponsorship or
     participation except for the Plan benefits of a Participating
     Company's own Outside Directors. Provided, however, that each
     Participating Company, by accepting the Board's designation as a
     Participating Company under the Plan and formally adopting the Plan,
     agrees to assume secondary liability for the payment of any benefit
     accrued or increased while a Participant serves on the board of
     directors of a Participating Company that is a Direct Subsidiary or
     Indirect Subsidiary of the Participating Company at the time such
     benefit is accrued or increased. Such liability shall survive any
     revocation of designation as a Participating Company with respect to
     any liabilities accrued at the time of such revocation. Nothing in
     this paragraph shall be interpreted as prohibiting any Participating
     Company or any other person from expressly agreeing to the assumption
     of liability for a Plan Participant's payment of any benefits under
     the Plan.

        (b) Unsecured General Creditor.  Participants and their
     Beneficiaries, heirs, successors and assigns shall have no secured
     legal or equitable rights, interest or claims in any property or
     assets of the Participating Company, nor shall they be beneficiaries
     of, or have any rights, claims or interests in any Policies or the
     proceeds therefrom owned or which may be acquired by the Participating
     Company. Except as provided in paragraph 10.3, such Policies or other
     assets of the Participating Company shall not be held under any trust
     for the benefit of Participants, their Beneficiaries, heirs,
     successors or assigns, or held in any way as collateral security for
     the fulfilling of the obligations of the Participating Company under
     this Plan. Any and all of the Participating Company's assets and
     Policies shall be, and remain, the general, unpledged, unrestricted
     assets of the Participating Company. Participating Company's
     obligation under the Plan shall be that of an unfunded and unsecured
     promise to pay money in the future.

10.3 Trust Fund

     At its discretion, each Participating Company, jointly or severally,
may establish one (1) or more trusts, with such trustee as the Board may
approve, for the purpose of providing for the payment of such benefits.
Such trust or trusts may be irrevocable, but the assets thereof shall be


PAGE 13 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


subject to the claims of the Participating Company's creditors. To the
extent any benefits provided under the Plan are actually paid from any such
trust, the Participating Company shall have no further obligation with
respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by the Participating Company.

10.4 Nonassignability

     Neither a Participant nor any other person shall have any right to
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
hypothecate or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which
are, expressly declared to be nonassignable and nontransferable. No part of
the amounts payable shall, prior to actual payment, be subject to seizure
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency.

10.5 Protective Provisions

     A Participant will cooperate with the Participating Company by
furnishing any and all information requested by the Participating Company,
in order to facilitate the payment of benefits hereunder, and by taking
such physical examination as the Participating Company may deem necessary
and taking such other action as may be requested by the Participating
Company.

10.6 Governing Law

     The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Oregon, except as preempted by
federal law.

10.7 Terms

     In this Plan document, unless the context clearly indicates the
contrary, the masculine gender will be deemed to include the feminine
gender, and the singular shall include the plural.

10.8 Validity

     In case any provision of this Plan shall be held illegal or invalid
for any reason, such illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.

10.9 Notice

     Any notice or filing required or permitted to be given to the Senior
Administrative Officer under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail to the Senior
Administrative Officer, or to Secretary of the Participating Company.
Notice mailed to the Participant shall be at such address as is given in
the records of the Participating Company. Notice to the Senior
Administrative Officer, if mailed, shall be addressed to the principal
executive offices of the Company. Notices shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or certification.


PAGE 14 - OUTSIDE DIRECTOR'S DEFERRED COMPENSATION PLAN

                                
<PAGE>


10.10 Successors

     The provisions of this Plan shall bind and inure to the benefit of
each Participating Company and its successors and assigns. The term
successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of a
Participating Company, and successors of any such corporation or other
business entity.


10.11 Not a Contract of Service

     The terms and conditions of this Plan shall not be deemed to
constitute a contract of service between a Participating Company and a
Participant and neither a Participant nor a Participant's Beneficiary shall
have any rights against a Participating Company except as may otherwise be
specifically provided herein. Moreover, nothing in this Plan shall be
deemed to give a Participant the right to be retained on the Board of a
Participating Company nor shall it interfere with the Participant's right
to terminate his directorship at any time.

     IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its officers thereunto duly authorized, this 5th day of
September, 1997.

                              PORTLAND GENERAL HOLDINGS, INC.


                              By: /s/ Don F. Kielblock

                              Its: Vice President


PAGE 15  - OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN




                      PORTLAND GENERAL HOLDINGS, INC.

                   MANAGEMENT DEFERRED COMPENSATION PLAN

                             1997 RESTATEMENT






                                   
<PAGE>

                             TABLE OF CONTENTS


                                                           PAGE


ARTICLE I-PURPOSE .........................................  1

  1.1 Restatement .........................................  1
  1.2 Purpose .............................................  1
  1.3 Effective Date ......................................  1
  1.4 Plan Sponsor ........................................  1

ARTICLE II-DEFINITIONS ....................................  1

  2.1 Account .............................................  1
  2.2 Base Salary .........................................  2
  2.3 Beneficiary .........................................  2
  2.4 Board ...............................................  2
  2.5 Bonuses .............................................  2
  2.6 Change in Control ...................................  2
  2.7 Committee ...........................................  3
  2.8 Company .............................................  3
  2.9 Compensation ........................................  3
  2.10 Deferral Election ..................................  3
  2.11 Determination Date .................................  3
  2.12 Direct Subsidiary ..................................  3
  2.13 Eligible Employee ..................................  4
  2.14 Financial Emergency ................................  4
  2.15 Incentive Compensation .............................  4
  2.16 Indirect Subsidiary ................................  4
  2.17 Interest ...........................................  5
  2.18 Paid Time Off ......................................  5
  2.19 Paid Time Off Cancellation .........................  5
  2.20 Participant ........................................  5
  2.21 Participating Employer .............................  5
  2.22 Pension Plan .......................................  5
  2.23 Plan ...............................................  5
  2.24 Policies ...........................................  6
  2.25 President ..........................................  6
  2.26 Senior Administrative Officer ......................  6

ARTICLE III-ELIGIBILITY AND DEFERRALS .....................  6

  3.1 Eligibility .........................................  6
  3.2 Deferral Elections ..................................  6
  3.3 Limits on Elective Deferrals ........................  7
  3.4 Matching Contributions ..............................  7
  3.5 Welfare Benefits ....................................  7

                                                      
                                 i
                               
<PAGE>

                          TABLE OF CONTENTS

                                                           PAGE


ARTICLE IV-DEFERRED COMPENSATION ACCOUNT ..................  7

  4.1 Crediting to Account ................................  7
  4.2 Determination of Accounts ...........................  8
  4.3 Vesting of Accounts .................................  8
  4.4 Statement of Accounts ...............................  8

ARTICLE V-PLAN BENEFITS ...................................  8

  5.1 Benefits ............................................  8
  5.2 Withdrawals for Financial Emergency .................  9
  5.3 Form of Benefit Payment .............................  9

  5.4 Accelerated Distribution ............................ 10
  5.5 Withholding; Payroll Taxes .......................... 11
  5.6 Commencement of Payments ............................ 11
  5.7 Full Payment of Benefits ............................ 11
  5.8 Payment to Guardian ................................. 11

ARTICLE VI-RESTORATION OF PENSION PLAN BENEFITS ........... 11

  6.1 Pension Plan ........................................ 11
  6.2 Restoration of Pension Plan Benefits ................ 11
  6.3 Restoration of Pension Plan Benefits in Event of 
      Change in Control ................................... 12

ARTICLE VII-BENEFICIARY DESIGNATION ....................... 12

  7.1 Beneficiary Designation ............................. 12
  7.2 Amendments .......................................... 12
  7.3 No Beneficiary Designation .......................... 13
  7.4 Effect of Payment ................................... 13

ARTICLE VIII-ADMINISTRATION ............................... 13

  8.1 Senior Administrative Officer; Duties ............... 13
  8.2 Agents .............................................. 13
  8.3 Binding Effect of Decisions ......................... 13
  8.4 Indemnity of Senior Administrative Officer; 
      Committee ........................................... 13
  8.5 Availability of Plan Documents ...................... 14
  8.6 Cost of Plan Administration ......................... 14

                                   ii

                                 
<PAGE>

                           TABLE OF CONTENTS



                                                           PAGE

ARTICLE IX-CLAIMS PROCEDURE ............................... 14

  9.1 Claim ............................................... 14
  9.2 Denial of Claim ..................................... 14
  9.3 Review of Claim ..................................... 14
  9.4 Final Decision ...................................... 14

ARTICLE X-AMENDMENT AND TERMINATION OF PLAN ............... 15

  10.1 Amendment .......................................... 15
  10.2 Termination ........................................ 15
  10.3 Payment at Termination ............................. 15

ARTICLE XI-MISCELLANEOUS .................................. 15

  11.1 Unfunded Plan ...................................... 15
  11.2 Liability .......................................... 16
  11.3 Trust Fund ......................................... 16
  11.4 Nonassignability ................................... 17
  11.5 Not a Contract of Employment ....................... 17
  11.6 Protective Provisions .............................. 17
  11.7 Governing Law ...................................... 17
  11.8 Terms .............................................. 17
  11.9 Validity ........................................... 17
  11.10 Notice ............................................ 18
  11.11 Successors ........................................ 18


                                                      
                                  iii
                                
<PAGE>

                            INDEX OF TERMS



TERM AND PROVISION NUMBER                                  PAGE


A

Account:  2.1 .............................................  1

B

Base Salary:  2.2 .........................................  2
Beneficiary:  2.3 .........................................  2
Board:  2.4 ...............................................  2
Bonuses:  2.5 .............................................  2

C

Change in Control:  2.6 ...................................  2
Committee:  2.7 ...........................................  3
Company:  2.8 .............................................  3
Compensation:  2.9 ........................................  3

D

Deferral Election:  2.10 ..................................  3
Determination Date:  2.11 .................................  3
Direct Subsidiary:  2.12 ..................................  3

E

Eligible Employee:  2.13 ..................................  4
ERISA:  3.5 ...............................................  7
Exchange Act:  2.6(a) .....................................  2

F

Financial Emergency:  2.14 ................................  4

I

Incentive Compensation:  2.15 .............................  4
Indirect Subsidiary:  2.16 ................................  4
Interest:  2.17 ...........................................  5


                                  iv
                                
<PAGE>

                               INDEX OF TERMS



TERM AND PROVISION NUMBER                                  PAGE


P

Paid Time Off:  2.18 .......................................  5
Paid Time Off Cancellation:  2.19 ..........................  5
Participant:  2.20 .........................................  5
Participating Employer:  2.21 ..............................  5
Pension Plan:  2.22 ........................................  5
PGC:  2.6(a) ...............................................  2
Plan:  2.23 ................................................  5
President:  2.25 ...........................................  6
Policies:  2.24 ............................................  6

S

Senior Administrative Officer:  2.26 .......................  6

                                v

                              
<PAGE>


                    PORTLAND GENERAL HOLDINGS, INC.

                 MANAGEMENT DEFERRED COMPENSATION PLAN

                           1997 RESTATEMENT



                              ARTICLE I-PURPOSE

1.1  Restatement

   Portland General Corporation adopted a Management Deferred
Compensation Plan effective January  1, 1987 to cover qualified
management employees. Portland General Corporation also restated its
Directors' and Senior Officers' Deferred Compensation Plan on January
1, 1987. Pursuant to Article 8.1 of the Management Deferred
Compensation Plan and Article 9.1 of the Directors' and Senior
Officers' Deferred Compensation Plan, 1987 Restatement, the Company has
amended both plans in order to merge the plans for all employees of
Participating Employers. The existing plans were merged, renamed and
amended for all management employees of Participating Employers by the
December 1, 1988 Restatement. The Plan was further amended by the 1990,
1994 and 1996 Restatements.

1.2  Purpose

   The purpose of this Management Deferred Compensation Plan is to
provide elective deferred compensation in excess of the limits on
elective deferrals under qualified cash or deferred arrangements. It is
intended that the Plan will aid in attracting and retaining personnel
of exceptional ability.

1.3  Effective Date

   This 1997 Restatement shall be effective as of June 25, 1997.

1.4  Plan Sponsor

   The Plan is adopted for the benefit of selected employees of
Portland General Holdings, Inc., an Oregon corporation, and selected
employees of any corporations or other entities affiliated with or
subsidiary to it, if such corporations or entities are selected by the
Board.


                           ARTICLE II-DEFINITIONS

2.1  Account

   "Account" means the account maintained by a Participating Employer
in accordance with Article IV with respect to any deferral of
Compensation pursuant to this Plan.

PAGE 1 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>


2.2  Base Salary

   "Base Salary" means the Eligible Employee's actual base pay in the
pay period and, except as provided herein, excluding any bonuses and/or
overtime pay.

2.3  Beneficiary

   "Beneficiary" means the person, persons or entity entitled under
Article VII to receive any Plan benefits payable after a Participant's
death.

2.4  Board

   "Board" means the Board of Directors of Portland General Holdings,
Inc..

2.5  Bonuses

   "Bonuses" means Our Teamworks Awards, Notable Achievement Awards,
and any other form of cash Incentive Compensation explicitly designated
as deferrable pursuant to this Plan by the Deferral Election form
approved by the Senior Administrative Officer.

2.6  Change in Control

   "Change in Control" means an occurrence in which:

      (a) Any "person," as such term is used in Sections 13(d) and
   14(d) of the Securities Exchange Act of 1934, as amended (the
   "Exchange Act") (other than Portland General Holdings, Inc. ("PGH"),
   any trustee or other fiduciary holding securities under the employee
   benefit plan of PGH, or any Employer owned, directly or indirectly,
   by the stockholders of PGH in substantially the same proportions as
   their ownership of stock of PGH), is or becomes the "beneficial
   owner" (as defined in Rule 13d-3) under the Exchange Act), directly
   or indirectly, of securities representing thirty percent (30%) or
   more of the combined voting power of PGH's then outstanding voting
   securities; or

      (b) During any period or two (2) consecutive years (not including
   any period prior to the execution of this Agreement), individuals
   who at the beginning of such period constitute the Board, and any
   new director whose election by the Board or nomination for election
   by PGC's stockholders was approval by a vote of at least two-thirds
   (2/3) of the directors then still in office who either were
   directors as of the beginning of the period or whose election or
   nomination for election was previously so approved, cease for any
   reason to constitute at least a majority thereof.

      (c) Notwithstanding anything to the contrary in the foregoing, no
   "Change in Control" shall be deemed to have occurred upon the
   consummation of the Amended and Restated Agreement and Plan of
   Merger by and among Enron Corp., Portland General Corporation and
   Enron Oregon Corp., dated as of July 20, 1996, or amended and
   restated from time to time.

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2.7  Committee

   "Committee" means the Non-Qualified Benefits Committee of the Board.

2.8  Company

   "Company" means Portland General Holdings, Inc., an Oregon
Corporation.

2.9  Compensation

   "Compensation" means the total of the following, before reduction
for elective deferrals under this Plan or a Participating Employer's
tax qualified Retirement Savings Plan or any other flexible benefit
plan:

      (a) Base Salary;

      (b) Bonuses;

      (c) Any interest on the above payments credited by a
   Participating Employer for the benefit of an Eligible Employee prior
   to the date of payment, without respect to any deferral of
   Compensation made pursuant to this Plan, by a Participating
   Employer.

   Compensation, for purposes of this Plan, may include any new form of
cash remuneration paid by a Participating Employer to any Eligible
Employee which is explicitly designated as deferrable pursuant to this
Plan by the Deferral Election form approved by the Senior
Administrative Officer. Compensation for purposes of this Plan, does
not include expense reimbursements, imputed income, or any form of
noncash compensation or benefits.

2.10 Deferral Election

   "Deferral Election" means the election completed by Participant in a
form approved by the Senior Administrative Officer which indicates
Participant's irrevocable election to defer Compensation as designated
in the Deferral Election, pursuant to Article III.

2.11 Determination Date

   "Determination Date" means the last day of each calendar month.

2.12 Direct Subsidiary

   "Direct Subsidiary" means any corporation of which a Participating
Employer owns at least eighty percent (80%) of the total combined
voting power of all classes of its stock entitled to vote.

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2.13  Eligible Employee

   "Eligible Employee" means an employee of a Participating Employer who:

      (a) Is exempt;

      (b) Is not covered by a collective bargaining agreement; and

      (c) If employed for the entire calendar year, receives or, based on
   current levels of base pay is expected to receive, Compensation from one
   (1) or more Participating Employers in the calendar year, in an amount
   equal to or in excess of the threshold amount described in 2.13(e) below,
   or

      (d) If employed for a part of the calendar year, receives or, based on
   an annualized level of base pay would have received, Compensation from one
   (1) or more Participating Employers in the calendar year, in an amount
   equal to or in excess of the threshold amount described in 2.13(e) below.
   Notwithstanding the above, eligibility is at the discretion of the Senior
   Administrative Officer.

      (e) The threshold amount in calendar year 1996 and any subsequent year
   shall be eighty-five thousand dollars ($85,000). Such amount may be
   adjusted by the Senior Administrative Officer each subsequent calendar
   year at the same time and in not less than the percentage ratio as the
   cost of living adjustment in the dollar limit on defined benefits under
   Section 415(d) of the Internal Revenue Code.

2.14 Financial Emergency

   "Financial Emergency" means a financial need resulting from a
serious unforeseen personal or family emergency, such as an act of God,
an adverse business or financial transaction, divorce, serious illness
or accident, or death in the family.

2.15 Incentive Compensation

   "Incentive Compensation" means payments made to a Participant in
recognition of meritorious work performance but shall not include,
without limitation, any payment received as moving expense, mortgage
expense or mortgage interest reimbursement.

2.16 Indirect Subsidiary

   "Indirect Subsidiary" means any corporation of which a Participating
Employer directly and constructively owns at least eighty percent (80%)
of the total combined voting power of all classes of its stock entitled
to vote. In determining the amount of stock of a corporation that is
constructively owned by a Participating Employer, stock owned, directly
or constructively, by a corporation shall be considered as being owned
proportionately by its shareholders according to such shareholders'
share of voting power of all classes of its stock entitled to vote.


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2.17 Interest

   "Interest" means the interest yield computed at the monthly
equivalent of an annual yield that is three (3) percentage points
higher than the annual yield on Moody's Average Corporate Bond Yield
Index for the three (3) calendar months preceding the immediately
prior month as published by Moody's Investors Service, Inc. (or any
successor thereto), or, if such index is no longer published, a
substantially similar index selected by the Board.

2.18 Paid Time Off

   "Paid Time Off" means those vacation and holiday days for which the
Employer pays employees for time not worked.

2.19 Paid Time Off Cancellation

   "Paid Time Off Cancellation" means cash payments made in lieu of
Paid Time Off earned by an Eligible Employee.

2.20 Participant

   "Participant" means any Eligible Employee who has elected to make
deferrals under this Plan.

2.21 Participating Employer

   "Participating Employer" means the Company or any affiliated or
subsidiary company designated by the Board as a Participating Employer
under the Plan, as long as such designation has become effective and
continues to be in effect. The designation as a Participating Employer
shall become effective only upon the acceptance of such designation and
the formal adoption of the Plan by a Participating Employer. A
Participating Employer may revoke its acceptance of designation as a
Participating Employer at any time, but until it makes such revocation,
all of the provisions of this Plan and any amendments thereto shall
apply to the Eligible Employees of the Participating Employer and their
Beneficiaries.

2.22 Pension Plan

   "Pension Plan" means the Participating Employer's Pension Plan, as
may be amended from time to time, and any successor defined benefit
retirement income plan or plans maintained by the Participating
Employer which qualify under Section 401(a) of the Internal Revenue
Code.

2.23 Plan

   "Plan" means the Portland General Holdings, Inc. Management Deferred
Compensation Plan, as may be amended from time to time.

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2.24 Policies

   "Policies" means any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired by Participating
Employer.

2.25 President

     "President" means the President of the Company.

2.26 Senior Administrative Officer

   "Senior Administrative Officer" means the employee in the management
position designated by the Committee to administer the Plan.


                    ARTICLE III-ELIGIBILITY AND DEFERRALS

3.1  Eligibility

      (a) General.  An Eligible Employee who has completed one (1) year
   of continuous employment with one (1) or more Participating
   Employers shall be eligible to participate by making a Deferral
   Election under Paragraph 3.2 below. The Senior Administrative
   Officer shall notify Eligible Employees about the Plan and the
   benefits provided under it. The requirement of one (1) year of
   continuous employment may be waived by the Senior Administrative
   Officer.

      (b) Cessation of Eligibility.  An Eligible Employee who ceases to
   be an employee of a Participating Employer or to satisfy condition
   2.13(a) or 2.13(b) of the definition of Eligible Employee shall
   cease participating as to new deferrals immediately. An Eligible
   Employee who ceases to satisfy condition 2.13(c) of the definition
   of Eligible Employee may continue to participate in the Plan if such
   individual has a current election to defer under the Plan at the
   time the Employee ceases to satisfy condition 2.13(c).

3.2  Deferral Elections

      (a) Time of Elections.  An Eligible Employee may elect to
   participate in the Plan with respect to any Compensation and/or Paid
   Time Off Cancellation designated in a Deferral Election in a form
   approved by the Senior Administrative Officer. The Deferral Election
   must be filed with the Senior Administrative Officer no later than
   December 15, or such shorter period as is designated in the Deferral
   Election form.

      (b) Mid-Year Eligibility.  If an individual first becomes
   eligible to participate during a calendar year and wishes to defer
   Compensation and/or Paid Time Off Cancellation during the remainder
   of the year, a Deferral Election may be filed no later than thirty
   (30) days following notification of eligibility to participate to
   the individual by the Senior Administrative Officer. Such Deferral
   Election shall 
   
PAGE 6 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>
 
   
   be effective only with regard to Compensation and/or
   Paid Time Off Cancellation earned after it is filed with the Senior
   Administrative Officer.

      (c) Irrevocability.  A Deferral Election for the following
   calendar year shall become irrevocable on the December 15 by which
   it is due under Paragraph 3.2(a) and a Deferral Election for the
   current calendar year shall become irrevocable upon filing with the
   Senior Administrative Officer under Paragraph 3.2(b).

      (d) Transfer to a Participating Employer.  If a Participant
   transfers employment from one (1) Participating Employer to another
   Participating Employer, the Participant's Deferral Election shall
   remain in effect for the remainder of the calendar year with respect
   to Compensation earned by the individual after the transfer to the
   new Participating Employer.

3.3  Limits on Elective Deferrals

   A Participant may elect to defer up to eighty percent (80%) of Base
Salary and up to one hundred percent (100%) of Bonuses. The level of
deferral elected in either case must be in one percent (1%) increments.
A Participant may elect to defer up to one hundred twenty (120) hours
per year of Paid Time Off in one-tenth (1/10) hour increments, but may
not defer any Paid Time Off earned in prior calendar years, or the
first two hundred (200) hours of Paid Time Off earned in the calendar
year to which the Deferral Election relates.

3.4  Matching Contributions

   The Participating Employer shall provide a matching contribution for
each Participant who is making deferrals of Base Salary under this
Plan. The matching contribution shall be six percent (6%) of the
Participant's annual elective Base Salary deferral under this Plan. For
purposes of this provision, Base Salary shall not include amounts
received as a Nuclear Regulatory Commission licensing bonus.

3.5  Welfare Benefits

   Compensation deferred under this Plan shall constitute compensation
for purposes of any welfare plans, (as defined by the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")),
sponsored by the Participating Employer.


                  ARTICLE IV-DEFERRED COMPENSATION ACCOUNT

4.1  Crediting to Account

   The amount of the elective deferrals and matching contributions for
a Participant under this Plan shall be credited to an Account for the
Participant on the books of the Participating Employer at the time the
Compensation would have been paid in cash. Any taxes or other amounts
due from the Participant with respect to the deferred Compensation
under federal, state or local law, such as a Participant's share of
FICA, shall be withheld from nondeferred Compensation payable to the
Participant at the time the deferred amounts are credited to the
Account.


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4.2  Determination of Accounts

   The last day of each calendar month shall be a Determination Date.
Each Participant's Account as of each Determination Date shall consist
of the balance of the Account as of the immediately preceding
Determination Date, plus the Participant's elective deferrals, matching
contributions, and Interest credited under this Plan, minus the amount
of any distributions made from this Plan since the immediately
preceding Determination Date. Interest credited shall be calculated as
of each Determination Date based upon the average daily balance of the
Account since the preceding Determination Date.

4.3  Vesting of Accounts

   Account balances in this Plan shall be fully vested at all times.

4.4  Statement of Accounts

   The Senior Administrative Officer shall submit to each Participant,
after the close of each calendar quarter and at such other times as
determined by the Senior Administrative Officer a statement setting
forth the balance of the Account maintained for the Participant.


                           ARTICLE V-PLAN BENEFITS

5.1  Benefits

      (a) Entitlement to Benefits at Termination.  Benefits under this
   Plan shall be payable to a Participant on termination of employment
   with all Participating Employers. The amount of the benefit shall be
   the balance of the Participant's Account including Interest to the
   date of payment, in the form elected under Paragraph 5.3 below.

      Notwithstanding the above, if a Participant transfers employment
   from a Participating Employer to an affiliate of the Company or
   Portland General Electric Company, including subsidiaries and joint
   venture partners, the status of which shall be determined at the
   discretion of the Senior Administrative Officer, the Participating
   Employer shall continue to maintain the Participant's Account
   pursuant to Section IV. Benefits shall be payable to such
   Participant under this paragraph or Paragraph 5.1(b) below when the
   Participant is no longer employed by any affiliated company, as
   determined at the discretion of the Senior Administrative Officer.

      (b) Entitlement to Benefits at Death.  Upon the death of a
   Participant for whom an Account is held under this Plan, a death
   benefit shall be payable to the Participant's Beneficiary in the
   same form as the Participant elected for payments at termination of
   employment, under Paragraph 5.3 below. The amount of the benefit
   shall be the balance of the Participant's Account including Interest
   to the date of payment.


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5.2  Withdrawals for Financial Emergency

   A Participant may withdraw part or all of the Participant's Account
for a Financial Emergency as follows:

      (a) Determination.  The existence of a Financial Emergency and
   the amount to be withdrawn shall be determined by the Senior
   Administrative Officer.

      (b) Suspension.  A Participant who makes a withdrawal for
   Financial Emergency from any company-sponsored deferral plan,
   whether qualified or nonqualified, shall be suspended from
   participation in this Plan for twelve (12) months from the date of
   such withdrawal. Compensation and/or Paid Time Off Cancellation
   payable during such suspension that would have been deferred under
   this Plan shall instead be paid to the Participant. No matching
   contribution shall be credited to a Participant's Account under this
   Plan during any period of suspension.

5.3  Form of Benefit Payment

      (a) The Plan benefits attributable to the elective deferrals for
   any calendar year shall be paid in one (1) of the forms set out
   below, as elected by the Participant in the form of payment
   designation filed with the Deferral Election for that year. The
   forms of benefit payment are:

          (i) A lump-sum payment;

          (ii) Monthly installment payments in substantially equal
      payments of principal and Interest over a period of up to one
      hundred eighty (180) months. The amount of the installment
      payment shall be redetermined on the first day of the month
      coincidental with or next following the anniversary of the date
      of termination each year, based upon the then current rate of
      Interest, the remaining Account balance, and the remaining number
      of payment periods; or

          (iii) For Participants designated by the President to the
      Senior Administrative Officer, monthly installment payments over
      a period of up to one hundred eighty (180) months, consisting of
      interest only payments for up to one hundred twenty (120) months
      and principal and interest payments of the remaining Account
      balance over the remaining period. The amount of the installment
      payment shall be redetermined on the first day of the month
      coincidental with or next following the anniversary of the date
      of termination each year, based upon the then current rate of
      Interest, the remaining Account balance, and the remaining number
      of payment periods.

          (iv) In the event the account balance is ten thousand dollars
      ($10,000) or less, that benefit will be paid out in a lump sum
      notwithstanding the form of benefit payment elected by the
      Participant.

      (b) A Participant may elect to file a change of payment
   designation which shall supersede all prior form of payment
   designations with respect to the Participant's entire Account. The
   Participant may redesignate a combination of 
   
   
PAGE 9 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>
   
   lump sum and monthly
   installments if approved by the Senior Administrative Officer. If,
   upon termination, the Participant's most recent change of payment
   designation has not been in effect for twelve (12) full months prior
   to such termination, then the prior election shall be used to
   determine the form of payment. The Senior Administrative Officer
   may, in his sole discretion, direct that plan benefits be paid
   pursuant to the change of payment designation, notwithstanding the
   twelve (12) month requirement.

      (c) Participants designated by the President to the Senior
   Administrative Officer may elect to file a change of payment
   designation which shall supersede all prior form of payment
   designations with respect to the Participant's entire Account. The
   Participant may redesignate monthly installment payments over a
   period of up to one hundred eighty (180) months, consisting of
   interest only payments for up to one hundred twenty (120) months and
   principal and interest payments of the remaining Account balance
   over the remaining period. To be effective, such designation must be
   approved by the President and the Senior Administrative Officer. If,
   upon termination, the Participant's most recent change of payment
   designation has not been in effect for twelve (12) full months prior
   to such termination, then the prior election shall be used to
   determine the form of payment. The Senior Administrative Officer
   may, in his sole discretion, direct that Plan benefits be paid
   pursuant to the change of payment designation, notwithstanding the
   twelve (12) month requirement.

5.4  Accelerated Distribution

   Notwithstanding any other provision of the Plan, a Participant shall
be entitled to receive, upon written request to the Senior
Administrative Officer, a lump-sum distribution of all or a portion of
the vested Account balance, subject to the following:

      (a) Penalty.

          (i) If the distribution is requested within thirty-six (36)
      months following a Change in Control, six percent (6%) of the
      account shall be forfeited and ninety-four percent (94%) of the
      account paid to the Participant.

          (ii) If the distribution is requested at any time other than
      that in (i) above, ten percent (10%) of the account shall be
      forfeited and ninety percent (90%) of the account paid to the
      Participant.

      (b) Suspension.  A Participant who receives a distribution under
   this section shall be suspended from participation in this Plan for
   twelve (12) calendar months from the date of such distribution. All
   eligibility requirements must be met to reenter the Plan. The
   account balance shall be as of the Determination Date immediately
   preceding the date on which the Senior Administrative Officer
   receives the written request. The amount payable under this section
   shall be paid in a lump sum within sixty-five (65) days following
   the receipt of the Participant's written request by the Senior
   Administrative Officer.


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5.5  Withholding; Payroll Taxes

   Each Participating Employer shall withhold from payments made
hereunder any taxes required to be withheld from a Participant's wages
for the federal or any state or local government. Withholding shall
also apply to payments to a Beneficiary unless an election against
withholding is made under Section 3405(a)(2) of the Internal Revenue
Code.

5.6  Commencement of Payments

   Payment shall commence at the discretion of the Senior
Administrative Officer, but not later than sixty-five (65) days after
the end of the month in which a Participant retires, dies or otherwise
terminates employment. All payments shall be made as of the first day
of the month.

5.7  Full Payment of Benefits

   Notwithstanding any other provision of this Plan, all benefits shall
be paid no later than one hundred eighty (180) months following the
date payment to a Participant commences.

5.8  Payment to Guardian

   If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of
property, the Senior Administrative Officer may direct payment of such
Plan benefit to the guardian, legal representative or person having the
care and custody of such minor or incompetent person. The Senior
Administrative Officer may require proof of incompetency, minority,
incapacity or guardianship as he may deem appropriate prior to
distribution of the Plan benefit. Such distribution shall completely
discharge the Senior Administrative Officer, the Participating
Employer, and the Company from all liability with respect to such
benefit.


               ARTICLE VI-RESTORATION OF PENSION PLAN BENEFITS

6.1  Pension Plan

   If a Participating Employer maintains a tax qualified Pension Plan
for the benefit of eligible employees, and the Pension Plan provides
benefits determined under a formula that is based in part on the
employee's nondeferred compensation, a Participant in this Plan may
receive a smaller benefit under the Pension Plan as a result of
electing deferrals under this Plan.

6.2  Restoration of Pension Plan Benefits

   In addition to the benefits payable under Paragraph 5.1 above,
Participating Employer shall pay to any Participant whose Pension Plan
benefit is not restored under any other employee or executive benefit
plan maintained by Participating Employer, a benefit payment equal to
the excess of (b) over (a) as follows:


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<PAGE>

      (a) The actuarial equivalent lump sum present value of the
   retirement income (or death benefit) payable (either immediately or
   deferred) under the Pension Plan; and

      (b) the actuarial equivalent lump sum present value of the
   retirement income (or death benefit) that would have been payable
   under the Pension Plan if Participant had made no Deferral Elections
   in any calendar year under this Plan. The actuarial equivalent lump
   sum present values shall be calculated in the same manner and using
   the same factors as are used to calculate lump-sum distributions
   under the Pension Plan. If Participant terminates employment prior
   to attaining the age of fifty-five (55), payment of the restoration
   of Pension Plan benefits shall be made as if Participant had made a
   lump-sum election pursuant to Paragraph 5.3(a)(i) above with respect
   to the payment of the restoration of Pension Plan benefits. If
   Participant terminates employment upon or after attaining the age of
   fifty-five (55), payment of the restoration of Pension Plan benefits
   shall be made as if Participant had made an election to receive
   monthly installment payments in substantially equal payments of
   principal and Interest over a period of one hundred twenty (120)
   months pursuant to Paragraph 5.3(a)(ii) above with respect to the
   payment of the restoration of Pension Plan benefits. In the event
   the actuarial equivalent lump sum present value is ten thousand
   dollars ($10,000) or less, that benefit will be paid out in a lump
   sum.

6.3  Restoration of Pension Plan Benefits in Event of Change in Control

   In the event of a Change in Control, and a subsequent termination of
the Pension Plan within three (3) years following a Change in Control,
all Plan Participants shall receive a restoration of Pension Plan
benefits under Paragraph 6.2.


                     ARTICLE VII-BENEFICIARY DESIGNATION

7.1  Beneficiary Designation

   Each Participant shall have the right, at any time, to designate one
(1) or more persons or entities as the Participant's Beneficiary,
primary as well as secondary, to whom benefits under this Plan shall be
paid in the event of the Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan.
Each Beneficiary designation shall be in a written form prescribed by
the Senior Administrative Officer and will be effective only when filed
with the Senior Administrative Officer during the Participant's
lifetime.

7.2  Amendments

   Any Beneficiary designation may be changed by a Participant without
the consent of any Beneficiary by the filing of a new Beneficiary
designation with the Senior Administrative Officer. If a Participant's
Compensation is community property, any Beneficiary designation shall
be valid or effective only as permitted under applicable law.

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7.3  No Beneficiary Designation

   In the absence of an effective Beneficiary designation, or if all
Beneficiaries predecease a Participant, the Participant's estate shall
be the Beneficiary. If a Beneficiary dies after a Participant and
before payment of benefits under this Plan has been completed, the
remaining benefits shall be payable to the Beneficiary's estate.

7.4  Effect of Payment

   Payment to the Beneficiary shall completely discharge the
Participating Employer's obligations under this Plan.


                         ARTICLE VIII-ADMINISTRATION

8.1  Senior Administrative Officer; Duties

   This Plan shall be administered by a Senior Administrative Officer
appointed by the Committee. The Senior Administrative Officer may be a
Participant under this Plan. The Senior Administrative Officer shall
have the authority to make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this Plan
and decide or resolve any and all questions including interpretations
of this Plan as may arise in connection with the Plan. The Senior
Administrative Officer shall report to the Committee on an annual basis
regarding Plan activity, and at such other times as may be requested by
the Committee.

8.2  Agents

   In the administration of this Plan, the Senior Administrative
Officer may, from time to time, employ agents and delegate to such
agents, including employees of any Participating Employer, such
administrative duties as he sees fit, and may from time to time consult
with counsel, who may be counsel to any Participating Employer.

8.3  Binding Effect of Decisions

   The decision or action of the Senior Administrative Officer in
respect of any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.

8.4  Indemnity of Senior Administrative Officer; Committee

   Each Participating Employer shall indemnify and hold harmless the
Senior Administrative Officer, the Committee, and its individual
members against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan,
except in the case of gross negligence or willful misconduct.

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8.5  Availability of Plan Documents

   Each Participant shall receive a copy of this Plan, and the Senior
Administrative Officer shall make available for inspection by any
Participant a copy of the rules and regulations used in administering
the Plan.

8.6  Cost of Plan Administration

   The Company shall bear all expenses of administration of this Plan.
However, a ratable portion of the expense shall be charged back to each
Participating Employer.


                         ARTICLE IX-CLAIMS PROCEDURE

9.1  Claim

   Any person claiming a benefit, requesting an interpretation or
ruling under the Plan or requesting information under the Plan shall
present the request in writing to the Senior Administrative Officer or
his delegatee who shall respond in writing as soon as practicable.

9.2  Denial of Claim

   If the claim or request is denied, the written notice of denial
shall state:

      (a) The reasons for denial, with specific reference to the Plan
   provisions on which the denial is based.

      (b) A description of any additional material or information
   required and an explanation of why it is necessary.

      (c) An explanation of the Plan's claim review procedure.

9.3  Review of Claim

   Any person whose claim or request is denied or who has not received
a response within thirty (30) days may request review by notice given
in writing to the Senior Administrative Officer. The claim or request
shall be reviewed by the Senior Administrative Officer, who may, but
shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents and
submit issues and comments in writing.

9.4  Final Decision

   The decision by the Senior Administrative Officer on review shall
normally be made within sixty (60) days. If an extension of time is
required for a hearing or other special circumstances, the claimant
shall be notified and the time limit shall be one hundred twenty (120)
days. The decision shall be in writing and shall state the reasons and
the relevant Plan provisions. All decisions on review shall be final
and bind all parties concerned.


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                 ARTICLE X-AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment

     The Senior Administrative Officer may amend the Plan from time to
time as may be necessary for administrative purposes and legal
compliance of the Plan, provided, however, that no such amendment shall
affect the benefit rights of Participants or Beneficiaries in the Plan.
The Committee may amend the Plan at any time, provided, however, that
no amendment shall be effective to decrease or restrict the accrued
rights of Participants and Beneficiaries to the amounts in their
Accounts at the time of the amendment. Such amendments shall be subject
to the following:

        (a) Preservation of Account Balance.  No amendment shall reduce
     the amount accrued in any Account to the date such notice of the
     amendment is given.

        (b) Changes in Interest Rate.  No amendment shall reduce the
     rate of Interest to be credited, after the date of the amendment,
     on the amount already accrued in any Account or on the deferred
     Compensation credited to any Account under Deferral Elections
     already in effect on the date of the amendment.

10.2 Termination

   The board of directors of each Participating Employer may at any
time, in its sole discretion, terminate or suspend the Plan in whole or
in part for that Participating Employer. However, no such termination
or suspension shall adversely affect the benefits of Participants which
have accrued prior to such action, the benefits of any Participant who
has previously retired, the benefits of any Beneficiary of a
Participant who has previously died, or already accrued Plan
liabilities between Participating Employers.

10.3  Payment at Termination

     If the Plan is terminated, payment of each Account to a
Participant or a Beneficiary for whom it is held shall commence
pursuant to Paragraph 5.6, and shall be paid in the form designated by
the Participant.


                       ARTICLE XI-MISCELLANEOUS

11.1 Unfunded Plan

   This Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of
"management or highly compensated employees" within the meaning of
Sections 201, 301, and 401 of ERISA, and therefore to be exempt from
the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly,
the Board may terminate the Plan and commence termination payout under
10.3 above for all or certain Participants, or remove certain employees
as Participants, if it is determined by the United States Department of
Labor or a court of competent jurisdiction that the Plan constitutes an
employee pension benefit plan within the meaning of Section 3(2) of
ERISA 

PAGE 15 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>



which is not so exempt. This Plan is not intended to create an
investment contract, but to provide retirement benefits to eligible
individuals who have elected to participate in the Plan. Eligible
individuals are select members of management who, by virtue of their
position with Participating Employer, are uniquely informed as to
Participating Employer's operations and have the ability to materially
affect Participating Employer's profitability and operations.

11.2 Liability

      (a) Liability for Benefits.  Except as otherwise provided in this
   paragraph, liability for the payment of a Participant's benefit
   pursuant to this Plan shall be borne solely by the Participating
   Employer that employs the Participant and reports the Participant as
   being on its payroll during the accrual or increase of the Plan
   benefit, and no liability for the payment of any Plan benefit shall
   be incurred by reason of Plan sponsorship or participation except
   for the Plan benefits of a Participating Employer's own employees.
   Provided, however, that each Participating Employer, by accepting
   the Board's designation as a Participating Employer under the Plan
   and formally adopting the Plan, agrees to assume secondary liability
   for the payment of any benefit accrued or increased while a
   Participant is employed and on the payroll of a Participating
   Employer that is a Direct Subsidiary or Indirect Subsidiary of the
   Participating Employer at the time such benefit is accrued or
   increased. Such liability shall survive any revocation of
   designation as a Participating Employer with respect to any
   liabilities accrued at the time of such revocation. Nothing in this
   paragraph shall be interpreted as prohibiting any Participating
   Employer or any other person from expressly agreeing to the
   assumption of liability for a Plan Participant's payment of any
   benefits under the Plan.

      (b) Unsecured General Creditor.  Participants and their
   Beneficiaries, heirs, successors, and assigns shall have no secured
   legal or equitable rights, interest or claims in any property or
   assets of a Participating Employer, nor shall they be beneficiaries
   of, or have any rights, claims or interests in any Policies or the
   proceeds therefrom owned or which may be acquired by a Participating
   Employer. Except as provided in Section 11.3, such Policies or other
   assets of a Participating Employer shall not be held under any trust
   for the benefit of Participants, their Beneficiaries, heirs,
   successors or assigns, or held in any way as collateral security for
   the fulfilling of the obligations of a Participating Employer under
   this Plan. Any and all of a Participating Employer's assets and
   Policies shall be, and remain, the general, unpledged, unrestricted
   assets of the Participating Employer. A Participating Employer's
   obligation under the Plan shall be that of an unfunded and unsecured
   promise to pay money in the future.

11.3 Trust Fund

   At its discretion, each Participating Employer, jointly or
severally, may establish one (1) or more trusts, with such trustee as
the Board may approve, for the purpose of providing for the payment of
such benefits. Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of the Participating Employer's
creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the 


PAGE 16 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>


Participating Employer shall
have no further obligation with respect thereto, but to the extent not
so paid, such benefits shall remain the obligation of, and shall be
paid by the Participating Employer.

11.4 Nonassignability

   Neither a Participant nor any other person shall have any right to
sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and
all rights to which are, expressly declared to be nonassignable and
nontransferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or
insolvency.

11.5 Not a Contract of Employment

   The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between a Participating Employer
and a Participant, and neither a Participant nor a Participant's
Beneficiary shall have any rights against a Participating Employer
except as may otherwise be specifically provided herein. Moreover,
nothing in this Plan shall be deemed to give a Participant the right to
be retained in the service of a Participating Employer or to interfere
with the right of a Participating Employer to discipline or discharge a
Participant at any time.

11.6 Protective Provisions

   A Participant will cooperate with a Participating Employer by
furnishing any and all information requested by a Participating
Employer, in order to facilitate the payment of benefits hereunder, and
by taking such physical examination as a Participating Employer may
deem necessary and taking such other action as may be requested by a
Participating Employer.

11.7 Governing Law

   The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Oregon, except as preempted by
federal law.

11.8 Terms

   In this Plan document, unless the context clearly indicates the
contrary, the masculine gender will be deemed to include the female
gender, and the singular shall include the plural.

11.9 Validity

   In case any provisions of this Plan shall be held illegal or invalid
for any reason, such illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be 


PAGE 17 - MANAGEMENT DEFERRED COMPENSATION PLAN


<PAGE>


construed and enforced
as if such illegal and invalid provision had never been inserted
herein.

11.10 Notice

   Any notice or filing required or permitted to be given to the Senior
Administrative Officer under the Plan shall be sufficient if in writing
and hand delivered, or sent by registered or certified mail to the
Senior Administrative Officer or to Secretary of Participating
Employer. Notice to the Senior Administrative Officer, if mailed, shall
be addressed to the principal executive offices of Participating
Employer. Notice mailed to the Participant shall be at such address as
is given in the records of the Participating Employer. Notices shall be
deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for
registration or certification.

11.11 Successors

   The provisions of this Plan shall bind and inure to the benefit of
each Participating Employer and its successors and assigns. The term
successors as used herein shall include any corporate or other business
entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets
of a Participating Employer, and successors of any such corporation or
other business entity.

   IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its officers thereunto duly authorized this 5th day of
September, 1997.


                            PORTLAND GENERAL HOLDINGS, INC.


                              By:  /s/ Don F. Kielblock

                              Its:  Vice President


PAGE 18 - MANAGEMENT DEFERRED COMPENSATION PLAN







                      PORTLAND GENERAL HOLDINGS, INC.

               SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN

                             1997 RESTATEMENT





                                   
<PAGE>

                           
                           TABLE OF CONTENTS

 
                                                                         PAGE


ARTICLE I-PURPOSE .......................................................  1

     1.1 Purpose ........................................................  1
     1.2 Effective Date .................................................  1

ARTICLE II-DEFINITIONS ..................................................  1

     2.1 Board ..........................................................  1
     2.2 Cash Value .....................................................  1
     2.3 Cause ..........................................................  1
     2.4 Change in Control ..............................................  1
     2.5 Committee ......................................................  2
     2.6 Company ........................................................  2
     2.7 Date of Participation ..........................................  2
     2.8 Direct Subsidiary ..............................................  2
     2.9 Indirect Subsidiary ............................................  2
     2.10 Insurer .......................................................  3
     2.11 Involuntary Termination .......................................  3
     2.12 Merger Agreement ..............................................  3
     2.13 Net Single Premium ............................................  3
     2.14 Participant ...................................................  3
     2.15 Participant's Share ...........................................  4
     2.16 Participating Employer ........................................  4
     2.17 Participating Employer's Share of Premium .....................  4
     2.18 Plan ..........................................................  4
     2.19 Policy ........................................................  4
     2.20 Retirement ....................................................  4
     2.21 Senior Administrative Officer .................................  4
     2.22 Senior Officer ................................................  4

ARTICLE III-PARTICIPATION ...............................................  5

     3.1 Eligibility ....................................................  5
     3.2 Election to Participate ........................................  5

ARTICLE IV-POLICY TITLE AND OWNERSHIP ...................................  5

     4.1 Policy Title ...................................................  5
     4.2 Participating Employer's Security Interest .....................  5

ARTICLE V-PREMIUM PAYMENT ...............................................  5

     5.1 Participating Employer's Premium Payment .......................  5
     5.2 Payment of the Participant's Share .............................  5

Page i - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>

                           TABLE OF CONTENTS

                                                                         PAGE


ARTICLE VI-PARTICIPATING EMPLOYER'S INTEREST IN THE POLICY ..............  5

     6.1 Collateral Assignment ..........................................  5
     6.2 Limitations ....................................................  6

ARTICLE VII-PARTICIPANT'S INTEREST IN THE POLICY ........................  6

     7.1 Upon Surrender
 or Cancellation .................................  6
     7.2 Upon Death .....................................................  6
     7.3 Ownership of Cash Surrender Value ..............................  6

ARTICLE VIII-PLAN BENEFITS ..............................................  6

     8.1 Upon Termination of Participation in the Plan ..................  6
     8.2 Upon Transfer to a Non-Participating Employer ..................  7
     8.3 Upon Termination of Employment .................................  7
     8.4 Upon a Change in Control .......................................  8
     8.5 Upon Retirement ................................................  8
     8.6 Timely Transfer of Ownership ...................................  8

ARTICLE IX-DURATION OF THE PLAN .........................................  8

     9.1 Plan Continuation ..............................................  8
     9.2 Termination of Arrangement .....................................  9

ARTICLE X-AMENDMENT AND TERMINATION OF PLAN .............................  9

     10.1 Amendment .....................................................  9
     10.2 Termination ...................................................  9

ARTICLE XI-INSURER NOT A PARTY TO PLAN ..................................  9

ARTICLE XII-NAMED FIDUCIARY .............................................  9

     12.1 Senior Administrative Officer; Committee ......................  9
     12.2 Indemnity of Senior Administrative Officer; Committee .........  9
     12.3 Availability of Plan Documents ................................ 10
     12.4 Cost of Plan Administration ................................... 10

ARTICLE XIII-CLAIMS PROCEDURE ........................................... 10

     13.1 Claim ......................................................... 10
     13.2 Denial of Claim ............................................... 10
     13.3 Review of Claim ............................................... 10
     13.4 Final Decision ................................................ 10

Page ii - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


ARTICLE XIV-MISCELLANEOUS ............................................... 11

     14.1 Not a Contract of Employment .................................. 11
     14.2 Liability for Benefits ........................................ 11
     14.3 Allocation of Asset ........................................... 11
     14.4 Protective Provisions ......................................... 11
     14.5 Transfer of Participant's Interest in the Policy .............. 12
     14.6 Terms ......................................................... 12
     14.7 Governing Law ................................................. 12
     14.8 Validity ...................................................... 12
     14.9 Notice ........................................................ 12
     14.10 Successors ................................................... 12

SCHEDULE I

     Death Benefits Payable Under Portland General Corporation
     Senior Officers' Life Insurance Benefit Plan

EXHIBIT A

     Collateral Assignment


Page iii - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>

                            INDEX OF TERMS

TERM AND PROVISION NUMBER                                              PAGE

B

Board: 2.1 ............................................................  1

C

Cash Value: 2.2 .......................................................  1
Cause: 2.3 ............................................................  1
Change in Control: 2.4 ................................................  2
Committee: 2.5 ........................................................  2
Company: 2.6 ..........................................................  3

D

Date of Participation: 2.7 ............................................  3
Direct Subsidiary: 2.8 ................................................  3

E

Exchange Act: 2.4(a) ..................................................  2

I

Indirect Subsidiary: 2.9 ..............................................  3
Insurer: 2.10 .........................................................  3

N

Named Fiduciary: 12.1 .................................................  9
Net Single Premium: 2.11 ..............................................  3

P

Participant: 2.12 .....................................................  3
Participant's Share: 2.13 .............................................  3
Participating Employer: 2.14 ..........................................  3
Participating Employer's Share of Premium: 2.15 .......................  4
PGC: 2.4(a) ...........................................................  2
Plan: 2.16 ............................................................  4
Policy: 2.17 ..........................................................  4

R

Retirement: 2.18 ......................................................  4

S

Senior Administrative Officer: 2.19 ...................................  4
Senior Officer: 2.20 ..................................................  4


Page iv - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


                      PORTLAND GENERAL HOLDINGS, INC.

               SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN

                             1997 RESTATEMENT


                             ARTICLE I-PURPOSE

1.1  Purpose

     This Plan has been established to provide Senior Officers of Portland
General Corporation and Participating Companies with supplemental life
insurance protection for their families in the event of death under a split
dollar life insurance arrangement. This Plan became effective on January 1,
1987, and was restated effective December 1, 1988, and January 1, 1996.

1.2  Effective Date

     This 1997 Restatement is adopted to make amendments to the Plan
effective June 25, 1997.


                          ARTICLE II-DEFINITIONS

     Whenever used in this document, the following terms shall have the
meanings set forth in this Article unless a contrary or different meaning
is expressly provided:

2.1  Board

     "Board" shall mean the Board of Directors of Portland General
Holdings, Inc..

2.2  Cash Value

     "Cash Value" shall mean the Policy's cash value as that term is
defined in the Policy.

2.3  Cause

     "Cause" shall have the meaning specified in any employment contract in
effect between the Participant and the Participating Employer; provided,
that if no such employment contract is in effect, or if such an employment
contract is in effect but does not define the term "Cause," then such term
shall mean termination of the Participant's employment by action of the
Participating Employer's Board of Directors because of the Participant's
(i) conviction of a felony (which, through lapse of time or otherwise, is
not subject to appeal); or (ii) willful refusal without proper legal cause
to perform the Participant's duties and responsibilities; or (iii)
willfully engaging in conduct which the Participant has or should have
reason to know may be materially injurious to PGC, PGE, or the
Participating Employer.

2.4  Change in Control

     "Change in Control" shall mean an occurrence in which:


Page 1 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


        (a) Any "person," as such term is used in Section 13(d) and 14(d)
     of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act") (other than Portland General Holdings, Inc. ("PGH"), any trustee
     or other fiduciary holding securities under an employee benefit plan
     of PGH, or any Employer owned, directly or indirectly, by the
     stockholders of PGH in substantially the same proportions as their
     ownership of stock of PGH), is or becomes the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of securities representing thirty percent (30%) or more of the
     combined voting power of PGH's then outstanding voting securities;

        (b) During any period of two (2) consecutive years (not including
     any period prior to the execution of this Agreement), individuals who
     at the beginning of such period constitute the Board, and any new
     director whose election by the Board or nomination for election by
     PGC's stockholders was approved by a vote of at least two-thirds (2/3)
     of the directors then still in office who either were directors as of
     the beginning of the period or whose election or nomination for
     election was previously so approved, cease for any reason to
     constitute at least a majority thereof;

        (c) Notwithstanding anything to the contrary in the foregoing, no
     "Change in Control" shall be deemed to have occurred upon the
     consummation of the Amended and Restated Agreement and Plan of Merger
     by and among Enron Corp., Portland General Corporation and Enron
     Oregon Corp., dated as of July 20, 1996, or amended and restated from
     time to time.

2.5  Committee

     "Committee" shall mean the Non-qualified Benefits Committee of the
Board.

2.6  Company

     "Company" shall mean Portland General Holdings, Inc., an Oregon
corporation.

2.7  Date of Participation

     "Date of Participation" shall mean the earlier of the date on which
the Policy is issued or the date on which the Insurer agrees to bind
coverage.

2.8  Direct Subsidiary

     "Direct Subsidiary" shall mean any corporation of which a
Participating Employer owns at least eighty percent (80%) of the total
combined voting power of all classes of its stock entitled to vote.

2.9  Indirect Subsidiary

     "Indirect Subsidiary" shall mean any corporation of which a
Participating Employer directly and constructively owns at least eighty
percent (80%) of the total combined voting power of all classes of its
stock entitled to vote. In determining the amount of stock of a corporation
that is constructively owned by a Participating Employer, stock owned,
directly or constructively, by a corporation shall be considered as being
owned proportionately by its shareholders according to such shareholders'
share of voting power of all classes of its stock entitled to vote.


Page 2 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


2.10 Insurer

     "Insurer" shall mean any insurance company issuing a life insurance
policy under this Plan.

2.11 Involuntary Termination

     "Involuntary Termination" shall have the meaning specified in any
employment contract in effect between the Participant and the Participating
Employer; provided, that if no such employment contract is in effect, or if
such an employment contract is in effect but does not define the term
"Involuntary Termination," then such term shall mean termination of the
Participant's employment under any of the following circumstances:

        (a) Termination by the Participating Employer on any grounds
     whatsoever except (i) for "Cause" as defined above, or (ii) upon
     Employee's death or permanent disability; or

        (b) Termination by the Participant within sixty (60) days of and in
     connection with or based upon any of the following:

            (i) An assignment to the Participant of duties and
        responsibilities inconsistent with his position or inappropriate to
        a senior officer of the Participating Employer;

            (ii) A reduction in the Participant's annual base salary or a
        failure to continue the Participant's participation in any
        compensation or employee benefit plan or program in which the
        Participant was participating other than as a result of the
        expiration of such plan or program or as part of a general program
        to reduce employee benefits on a proportional basis relative to
        other employees of the Participating Employer; or

            (iii) A relocation of the Participant from Portland, Oregon
        without the Participant's consent.

2.12 Merger Agreement

     "Merger Agreement" shall mean the Amended and Restated Agreement and
Plan of Merger by and among Enron Corp., Portland General Corporation and
Enron Oregon Corp., dated as of July 20, 1996, as that Agreement may be
amended or restated from time to time.

2.13 Net Single Premium

     "Net Single Premium" shall mean the amount calculated by an enrolled
actuary selected by the Senior Administrative Officer required to obtain
the level death benefit promised in Table I calculated using the 1983 group
annuity table male rates and employing continuous functions.

2.14 Participant

     "Participant" shall mean a Senior Officer who has been designated in
writing as a Participant by the Committee and has elected to participate in
the Plan.


Page 3 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


2.15 Participant's Share

     "Participant's Share" shall mean the aggregate portion of premiums
contributed by the Participant.

2.16 Participating Employer

     "Participating Employer" shall mean the Company or any affiliated or
subsidiary company designated by the Board as a Participating Employer
under the Plan, as long as such designation has become effective and
continues to be in effect. The designation as a Participating Employer
shall become effective only upon the acceptance of such designation and the
formal adoption of the Plan by a Participating Employer. A Participating
Employer may revoke its acceptance of designation as a Participating
Employer at any time, but until it makes such revocation, all of the
provisions of this Plan and any amendments thereto shall apply to the
Participants and their beneficiaries of the Participating Employer.

2.17 Participating Employer's Share of Premium

     "Participating Employer's Share of Premium" shall mean the aggregate
amount of insurance premium paid by the Participating Employer less the
Participant's Share.

2.18 Plan

     "Plan" shall mean the Portland General Holdings, Inc. Senior Officers'
Life Insurance Benefit Plan, as may be amended from time to time.

2.19 Policy

     "Policy" shall mean each life insurance policy which is issued by an
insurer on the life of the Participant.

2.20 Retirement

     "Retirement" shall mean termination of employment with Portland
General Holdings, Inc. and any and all Direct or Indirect Subsidiaries or
affiliates of Portland General Holdings, Inc. at or after age sixty-five
(65), or at or after age fifty-five (55) and five (5) years of employment
with Portland General Holdings, Inc. and any and all Direct or Indirect
Subsidiaries or affiliates of Portland General Holdings, Inc..

2.21 Senior Administrative Officer

     "Senior Administrative Officer" shall mean the employee in the
management position by the Committee designated to administer the Plan.

2.22 Senior Officer

     "Senior Officer" shall mean the Chief Executive Officer, the
President, Division Presidents, all Senior Vice Presidents, all Vice
Presidents, the Treasurer and the Controller of the Participating Employer,
all as elected or appointed by the Board of Directors of the Participating
Employer.


Page 4 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>

                         ARTICLE III-PARTICIPATION

3.1  Eligibility

     Eligibility shall be limited to those employees of a Participating
Employer who have attained the position of Senior Officer on or before June
25, 1997.

3.2  Election to Participate

     A Participant may elect to participate in the Plan by completing such
documents as may be prescribed by the Senior Administrative Officer.

                   ARTICLE IV-POLICY TITLE AND OWNERSHIP

4.1  Policy Title

     The Participant, or his transferee, shall be the owner of the Policy
and may exercise all ownership rights granted to the owner by the terms of
the Policy, except as herein provided. These shall include, but are not
limited to, the right to assign his interest in the Policy, the right to
change the beneficiary of that portion of the proceeds to which he is
entitled under Article VII, and the right to exercise settlement options.

4.2  Participating Employer's Security Interest

     The only rights in and to the Policy granted to a Participating
Employer shall be limited to its security interest in the cash value of the
Policy, as defined in the collateral assignment attached as Exhibit A, and
a portion of the death benefit, as hereinafter provided under Article VI.

                         ARTICLE V-PREMIUM PAYMENT

5.1  Participating Employer's Premium Payment

     Each premium on the Policy shall be paid by the Participating Employer
as it becomes due.

5.2  Payment of the Participant's Share

     At the time of each premium payment by the Participating Employer, the
Participant shall pay to the Participating Employer an amount equal to the
economic benefit of said Policy enjoyed by the Participant. The economic
benefit shall be equal to the lesser of the Insurer's one-year term cost or
the PS-58 rate.


        ARTICLE VI-PARTICIPATING EMPLOYER'S INTEREST IN THE POLICY

6.1  Collateral Assignment

     Each Participant shall assign the Policy to the Participating Employer
as collateral, under the form of collateral assignment attached as Exhibit
A. The assignment gives the Participating Employer the limited power to
enforce its right to recover the Participating Employer's Share of Premium
on the Policy and/or a portion of the death benefit thereof.


Page 5 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


6.2  Limitations

     The interest of the Participating Employer in and to the Policy shall
be specifically limited to the following rights in and to the cash value
and a portion of the death benefit:

          (a) the right to recover the Participating Employer's Share of
     Premium, in the event the Policy is surrendered or canceled by the
     Participant, as provided in paragraph 7.1;

          (b) the right to recover, upon the death of the Participant, all
     of the policy proceeds, in excess of that portion of the policy
     proceeds payable to the Participant's beneficiary or beneficiaries as
     provided in paragraph 7.2;

          (c) the right to recover the Participating Employer's Share of
     Premium, or to receive ownership of the Policy, in the event of
     termination by the Participant in the Plan, or in the event of
     termination of employment as provided in paragraph 8.1, 8.2 and 8.3.


             ARTICLE VII-PARTICIPANT'S INTEREST IN THE POLICY

7.1  Upon Surrender or Cancellation

     Upon surrender or cancellation of the Policy, the Participating
Employer shall be entitled to receive a portion of the cash surrender value
equal to the Participating Employer's Share of Premium. The balance of the
cash surrender value, if any, shall belong to the Participant.

7.2  Upon Death

     Upon the death of the Participant, the beneficiary or beneficiaries
designated by the Participant shall be entitled to receive that portion of
the Policy proceeds equal to the amount set forth in Schedule I of this
Plan.

7.3  Ownership of Cash Surrender Value

     Notwithstanding any other provision in the Plan to the contrary, the
Participant shall at all times own a portion of the cash surrender value of
the Policy equal to the Participant's Share to the extent said cash
surrender value exceeds the Participating Employer's Share of Premium.


                        ARTICLE VIII-PLAN BENEFITS

8.1  Upon Termination of Participation in the Plan

     In the event the Participant terminates participation in the Plan
prior to leaving the employment of the Participating Employer, the
Participant shall execute any and all instruments that may be required to
vest ownership of said Policy in the Participating Employer. The
Participating Employer shall purchase from the Participant the
Participant's interest in the cash surrender value set forth in paragraph
7.3 above for an amount equal to the Participant's Share. Thereafter, the
Participant shall have no further interest in the Policy or this Plan.


Page 6 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


8.2  Upon Transfer to a Non-Participating Employer

     In the event the Participant transfers employment to a Direct or
Indirect Subsidiary of Portland General Corporation that is an employer
other than a Participating Employer, the Participant may elect either to:

          (a) reimburse the Participating Employer an amount equal to the
     Participating Employer's Share of Premium, upon receipt of which, the
     Participating Employer shall release the collateral assignment and
     thereafter shall have no further interest in the Policy, or

          (b) transfer his entire interest in the Policy to the
     Participating Employer by executing any and all instruments that may
     be required to vest ownership of said Policy in the Participating
     Employer. The Participating Employer shall purchase from the
     Participant the Participant's interest in the cash surrender value set
     forth in paragraph 7.3 above for an amount equal to the Participant's
     Share. Thereafter, the Participant shall have no further interest in
     the Policy or this Plan.

8.3  Upon Termination of Employment

          (a) In the event of termination of employment for Cause (as
     determined by the Committee) with a Participating Employer before
     Retirement, the Participant shall execute any and all instruments that
     may be required to vest ownership of said Policy in the Participating
     Employer. The Participating Employer shall purchase from the
     Participant the Participant's interest in the cash surrender value set
     forth in paragraph 7.3 above for an amount equal to the Participant's
     Share. Thereafter, the Participant shall have no further interest in
     the Policy or this Plan.

          (b) In the event of termination of employment because of a
     reduction in force, accepting a position of public service, or other
     reason not considered for Cause with a Participating Employer before
     Retirement, the Participant may elect either to:

               (i) reimburse the Participating Employer an amount equal to
          the Participating Employer's Share of Premium, whereupon receipt
          of payment from the Participant, the Participating Employer shall
          release the collateral assignment and thereafter shall have no
          further interest in the Policy, or

               (ii) execute any and all instruments that may be required to
          vest ownership of said policy in the Participating Employers. The
          Participating Employer shall purchase from the Participant the
          Participant's interest in the cash surrender value set forth in
          paragraph 7.3 above for an amount equal to the Participant's
          Share. Thereafter, the Participant shall have no further interest
          in the Policy or this Plan.

          (c) In the event of termination of employment, occurring at least
     two (2) years from the Effective Time, as defined in the Merger
     Agreement, the Participant shall be deemed to have retired for
     purposes of this Plan and shall be eligible to make the election
     specified in Section 8.5.

          (d) In the event of Involuntary Termination, occurring during the
     two-year period beginning with the date the stockholders of PGC
     approve the Merger Agreement, the Participant shall be entitled to the
     Change in Control benefit specified in Section 8.4.

Page 7 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


8.4  Upon a Change in Control

     In the event of a Change in Control, within sixty (60) days of such
Change in Control, the Participating Employer shall:

          (a) determine to what extent the cash value exceeds the Net
     Single Premium and recover the excess, if any; and

          (b) upon recovery of the excess, release the collateral
     assignment and thereafter have no further interest in the Policy; and

          (c) pay to each Participant an amount equal to the excess, if
     any, of the Net Single Premium over the cash value released to the
     Participant in (b) above.

8.5  Upon Retirement

     In the event of termination of employment with Participating Employer
at or after Retirement, the Participant may elect either to:

          (a) reimburse the Participating Employer an amount equal to the
     Participating Employer's Share of Premium, whereupon receipt of
     payment from the Participant, the Participating Employer shall release
     the collateral assignment and thereafter shall have no further
     interest in the Policy, or

          (b) continue as a Participant in the Plan with the Participating
     Employer continuing to pay premiums and the Participant continuing to
     pay the Participant's Share pursuant to Article V.

8.6  Timely Transfer of Ownership

     When, under the terms of Article VIII, ownership of the  Policy
transfers from the Participant to the Participating Employer, the
Participant shall execute any and all instruments that may be required to
vest ownership of said Policy in the Participating Employer within ninety
(90) days following receipt of notice from the Participating Employer.


                      ARTICLE IX-DURATION OF THE PLAN

9.1  Plan Continuation

     Subject to the provisions of Article VIII, this Plan shall continue
with respect to each Participant until such time as the Cash Value of the
Policy on a Participant is sufficient to permit:

          (a) the Participating Employer to recover the Participating
     Employer's Share of Premium; and

          (b) the Participant to recover an amount equal to the federal and
     state income tax he will incur as a result of termination of the split
     dollar arrangement; and

          (c) the death benefit to continue to the Participant's age
     ninety-five (95) with no further premium outlay based upon then
     current interest assumptions.


Page 8 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


9.2  Termination of Arrangement

     When the standard required by paragraph 9.1 is achieved and upon the
Participating Employer receiving the Participating Employer's Share of
Premium, the split dollar arrangement with that Participant shall
terminate. The Participating Employer shall release the collateral
assignment and thereafter, shall have no further interest in the Policy.


                ARTICLE X-AMENDMENT AND TERMINATION OF PLAN

10.1 Amendment

     The Senior Administrative Officer may amend the Plan from time to time
as may be necessary for administrative purposes and legal compliance,
provided, however, that no such amendment shall effect the benefit rights
or levels of Participants or beneficiaries in the Plan. Prior to achieving
the standard required by paragraph 9.1, the Committee may not amend, modify
or revoke this Plan in a manner that reduces the rights of the Participant
under this Plan.

10.2 Termination

     The Board of each Participating Employer may at any time, in its sole
discretion, terminate the Plan in whole or in part for that Participating
Employer, such that no future Participants will be allowed into the Plan.
However, no such termination or suspension shall adversely affect the
benefits of Participants which have accrued prior to such action, the
benefits of any Participant who has previously retired, the benefits of any
Beneficiary of a Participant who has previously died, or already accrued
Plan liabilities between Participating Employers.


                  ARTICLE XI-INSURER NOT A PARTY TO PLAN

     An Insurer shall be bound only by the provisions of and endorsements
on the Policy, and any payments made or action taken by an Insurer in
accordance therewith shall fully discharge it from all claims, suits and
demands of all persons whatsoever. Except as specifically provided by
endorsement on the Policy, it shall in no way be bound by the provisions of
this Plan.


                        ARTICLE XII-NAMED FIDUCIARY

12.1 Senior Administrative Officer; Committee

     The Senior Administration Officer is hereby designated the "Named
Fiduciary" until removal by the Committee. As Named Fiduciary, the Senior
Administrative Officer shall be responsible for the management, control and
administration of the Plan established herein. The Senior Administrative
Officer may allocate to others certain aspects of the management and
operation responsibilities of the Plan, including the employment of
advisors and the delegation of any ministerial duties to qualified
individuals.

12.2 Indemnity of Senior Administrative Officer; Committee

     Each Participating Employer shall indemnify and hold harmless the
Senior Administrative Officer and the Committee and its individual members
against any and all claims, 


Page 9 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


loss, damage, expense or liability arising from
any action or failure to act with respect to this Plan, except in the case
of gross negligence or willful misconduct.

12.3 Availability of Plan Documents

     Each Participant shall receive a copy of this Plan, and the Senior
Administrative Officer shall make available for inspection by any
Participant a copy of the rules and regulations used in administering the
Plan.

12.4 Cost of Plan Administration

     The Company shall bear all expenses of administration of this Plan.
However, a ratable portion of the expense shall be changed back to each
Participating Employer.


                       ARTICLE XIII-CLAIMS PROCEDURE

13.1 Claim

     Claims for any benefits due under the Plan or upon surrender of the
Policy shall be made in writing by the Participating Employer, and the
Participant or his designated beneficiary or beneficiaries, as the case may
be, to the Named Fiduciary or his delegatee who shall respond in writing as
soon as practicable.

13.2 Denial of Claim

     In the event a claim is denied or disputed, the Named Fiduciary shall,
within a reasonable period of time after receipt of the claim, notify the
Participating Employer, and the Participant or his designated beneficiary
or beneficiaries, as the case may be, of such denial or dispute listing:

        (a) the reasons for the denial or dispute; with specific reference
     to the Plan provisions upon which the denial or dispute is based;

        (b) a description of any additional material or information
     necessary and an explanation of why it is necessary; and

        (c) an explanation of the Plan's claim review procedure.

13.3 Review of Claim

     Within sixty (60) days of denial or notice of claim under the Plan, a
claimant may request that the claim be reviewed by the Named Fiduciary. The
claim or request shall be reviewed by the Named Fiduciary, who may, but
shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents and submit
issues and comments in writing.

13.4 Final Decision

     The decision of the Senior Administrative Officer on review shall
normally be made within sixty (60) days. If an extension of time is
required for a hearing or other special circumstances, the claimant shall
be notified and the time limit shall be one hundred twenty 


Page 10 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


(120) days. The
decision shall be in writing and shall state the reasons and the relevant
Plan provisions. All decisions on review shall be final and bind all
parties concerned.


                         ARTICLE XIV-MISCELLANEOUS

14.1 Not a Contract of Employment

     The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between a Participating Employer and a
Participant, and neither a Participant nor a Participant's beneficiary
shall have any rights against a Participating Employer except as may
otherwise be specifically provided herein. Moreover, nothing in this Plan
shall be deemed to give a Participant the right to be retained in the
service of the Participating Employer or to interfere with the right of the
Participating Employer to discipline or discharge him at any time.

14.2 Liability for Benefits

     Except as otherwise provided in this paragraph, liability for the
payment of a Participant's benefit pursuant to this Plan shall be borne
solely by the Participating Employer that employs the Participant and
reports the Participant as being on its payroll during the accrual or
increase of the Plan benefit, and no liability for the payment of any Plan
benefit shall be incurred by reason of Plan sponsorship or participation
except for the Plan benefits of a Participating Employer's own employees.
Provided, however, that each Participating Employer, by accepting the
Board's designation as a Participating Employer under the Plan and formally
adopting the Plan, agrees to assume secondary liability for the payment of
any benefit accrued or increased while a Participant is employed and on the
payroll of a Participating Employer that is a Direct Subsidiary or Indirect
Subsidiary of the Participating Employer at the time such benefit is
accrued or increased. Such liability shall survive any revocation of
designation as a Participating Employer with respect to any liabilities
accrued at the time of such revocation. Nothing in this paragraph shall be
interpreted as prohibiting any Participating Employer or any other person
from expressly agreeing to assumption of liability for a Plan Participant's
payment of any benefits under the Plan.

14.3 Allocation of Asset

     The interests of each Participating Employer in and to the Policy as
described in paragraph 6.2 shall be allocated, if applicable, pro rata
among those Participating Employers who employed the Participant and
reported the Participant as being on its payroll during the accrual or
increase of the cash value. Such allocation of asset shall survive any
revocation of designation as a Participating Employer or termination of the
Plan with respect to any asset accrued at the time of such revocation or
termination.

14.4 Protective Provisions

     A Participant will cooperate with a Participating Employer by
furnishing any and all information requested by the Participating Employer,
in order to facilitate the payment of benefits hereunder, and by taking
such physical examination as the Participating Employer may deem necessary
and taking such other action as may be requested by the Participating
Employer.


Page 11 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>


14.5 Transfer of Participant's Interest in the Policy

     In the event a Participant shall transfer all of his interest in the
Policy, then all of a Participant's interest in the Policy shall be vested
in his transferee, who shall be substituted as a party hereunder, and a
Participant shall have no further interest in the Policy.

14.6 Terms

     In this Plan document, unless the context clearly indicates the
contrary, the masculine gender will be deemed to include the feminine
gender, and the singular shall include the plural.

14.7 Governing Law

     The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Oregon, except as preempted by
federal law.

14.8 Validity

     In case any provision of this Plan shall be held illegal or invalid
for any reason, such illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.

14.9 Notice

     Any notice or filing required or permitted to be given to the Senior
Administrative Officer under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail to the Senior
Administrative Officer or to Secretary of Participating Employer. Notice to
the Senior Administrative Officer, if mailed, shall be addressed to the
principal executive offices of the Participating Employer. Notice mailed to
the Participant shall be at such address as is given in the records of the
Participating Employer. Notices shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

14.10 Successors

     The provisions of this Plan shall bind and inure to the benefit of the
Participating Employer and its successors and assigns. The term successors
as used herein shall include any corporate or other business entity which
shall, whether by merger, consolidation, purchase or otherwise, acquire all
or substantially all of the business and assets of the Participating
Employer, and successors of any such corporation or other business entity.

     IN WITNESS WHEREOF, and pursuant to resolution of the board, the
Company has caused this instrument to be executed by its officers thereunto
duly authorized, as of this 19th day of November, 1997.

                         PORTLAND GENERAL HOLDINGS, INC.


                              By:  /s/ D. F. Kielblock
                              
                              Its: Vice President


Page 12 - SENIOR OFFICERS' LIFE INSURANCE BENEFIT PLAN


<PAGE>

                                SCHEDULE I

                       Death Benefits Payable Under

                       Portland General Corporation

               Senior Officers' Life Insurance Benefit Plan

                             1996 Restatement

                         Effective January 1, 1996




Chief Executive Officer  $1,000,000
President                   750,000
Senior Vice Presidents      750,000
Division Presidents         750,000
Other Officers              500,000





                                   
<PAGE>



                                 EXHIBIT A

                           Collateral Assignment


     THIS ASSIGNMENT, made and entered into and effective this ____ day of
_____________, 19___, by the undersigned as owner (the "Owner") of that
certain Life Insurance Policy No. ______________ issued by ________________
("Insurer") and any supplementary contracts issued in connection therewith
(said policy and contracts being herein called the "Policy"), upon the life
of _____________ ("Insured"), to Portland General Corporation, an Oregon
corporation (the "Assignee").

                                WITNESSETH:

     WHEREAS, the Insured is a Senior Officer of the Assignee; and

     WHEREAS, said Assignee desires to provide the Insured with
supplemental life insurance protection by contributing a portion of the
annual premium due on the Policy, as more specifically provided for in the
split dollar arrangement set forth in the Senior Officers' Life Insurance
Benefit Plan (the "Plan"); and adopted as restated by the Assignee on
December 1, 1988, a copy of which is attached hereto, incorporated by
reference and made a part hereof; and

     WHEREAS, in consideration of the Assignee agreeing to pay a portion of
the premiums, the Owner agrees to grant the Assignee an interest in the
policy as security for the recovery of the Assignee's premium outlay.

     NOW THEREFORE, for value received, the undersigned hereby assigns,
transfers and sets over to the Assignee, its successors and assigns, the
following specific rights in the Policy, subject to the following terms and
conditions:

     1.   This Assignment is made, and the Policy is to be held, as
collateral security for the premium payments made by Assignee, pursuant to
the terms of the Plan.

     2.   The Assignee's interest in the Policy shall further be limited
to:

          (a) the right to recover the aggregate amount of insurance
     premium paid by the Assignee less the aggregate portion contributed by
     the Participant (the "Assignee's Share of Premium") in the event the
     Policy is surrendered or canceled by the Owner as provided in Section
     7.1 of the Plan,

          (b) the right to recover, upon the death of the Participant, all
     proceeds in excess of the death benefit promised in Schedule I of the
     Senior Officers' Life Insurance Benefit Plan,

          (c) the right to recover the Assignee's Share of Premium, the
     right to recover the excess of cash value over the Net Single Premium,
     or the right to receive ownership of the Policy in the event of
     termination of the split dollar arrangement as provided in Article
     VIII of the Plan.



                                  
<PAGE>



                                 EXHIBIT A

                           Collateral Assignment
                                (Continued)

     3.   Except as specifically herein granted to the Assignee, the Owner
shall retain all incidents of ownership in the Policy, including, but not
limited to, the right to assign his interest in the Policy, the right to
change the beneficiary of that portion of the proceeds to which he is
entitled under Article VI of the Plan, and the right to exercise all
settlement options permitted by the terms of the Policy. Provided, however,
that all rights retained by the Owner shall be subject to the terms and
conditions of the Plan.

     4.   The Assignee shall, upon request, forward the Policy to the
Insurer, without unreasonable delay, for endorsement of any designation of
change of beneficiary, any election of optional mode of settlement, or the
exercise of any other right reserved by the Owner hereunder.

     5.   The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason for any action
taken by the Assignee, the amount of its Share of Premium, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee.

     The signature of the Assignee shall be sufficient for the exercise of
any rights under the Policy assigned hereby to the Assignee, and the
receipt of the Assignee for any sums received by it shall be a full
discharge and release therefore to the Insurer.

     6.   The Insurer shall be fully protected in recognizing the requests
made by the Owner for surrender of the Policy with or without the consent
of the Assignee, and, upon such surrender, the Policy shall be terminated
and shall be of no further force or effect.

     7.   Upon the full payment to the Assignee of its Share of Premium, or
in the event of a Change in Control upon recovery of the excess of cash
value over the Net Single Premium the Assignee shall release the Collateral
Assignment and reassign to the Owner all specific rights included in this
Collateral Assignment.

     IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment
the date and year first above written.

__________________________________   __________________________________
Witness                              Owner


                                   
<PAGE>



                         POWER OF ATTORNEY
                 PORTLAND GENERAL ELECTRIC COMPANY



     KNOW  ALL MEN BY THESE PRESENTS, that in connection with the filing by
the Company  of  its Annual Report on Form 10-K for the year ended December
31, 1997, with the  Securities  and  Exchange  Commission,  the undersigned
director(s)  of  the  Company  hereby  constitute  and  appoint  Alvin   L.
Alexanderson,  Steven N. Elliott and Joseph E. Feltz, and each of them with
full power (any one of them acting alone), as true and lawful attorneys-in-
fact and agents, for and on behalf and in the name, place, and stead of the
undersigned, in  any  and  all  capacities, to sign, execute, and file such
Annual Report on Form 10-K, together  with  all  amendments  or supplements
thereto, with all exhibits and any and all documents required  to  be filed
with  respect  thereto  with  any  regulatory authority, granting unto each
above-mentioned individual the full  power  and authority to do and perform
each and every act and action requisite and necessary  to  be  done  in and
about  the premises in order to effectuate the same as fully to all intents
and purposes  as  the  undersigned might or could do if personally present,
hereby ratifying and confirming  all the said attorneys-in-fact and agents,
or any of them, may lawfully
 do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned  has hereto set his hand this 20th
day of March, 1998.



                                                  \S\   KEN   L.   HARRISON

                                                    Ken L. Harrison

                               
<PAGE>
                         
                         POWER OF ATTORNEY
                 PORTLAND GENERAL ELECTRIC COMPANY



     KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing  by
the  Company  of its Annual Report on Form 10-K for the year ended December
31, 1997, with  the  Securities  and  Exchange  Commission, the undersigned
director(s)  of  the  Company  hereby  constitute  and   appoint  Alvin  L.
Alexanderson, Steven N. Elliott and Joseph E. Feltz, and each  of them with
full power (any one of them acting alone), as true and lawful attorneys-in-
fact and agents, for and on behalf and in the name, place, and stead of the
undersigned,  in  any  and all capacities, to sign, execute, and file  such
Annual Report on Form 10-K,  together  with  all  amendments or supplements
thereto, with all exhibits and any and all documents  required  to be filed
with  respect  thereto  with  any regulatory authority, granting unto  each
above-mentioned individual the  full  power and authority to do and perform
each and every act and action requisite  and  necessary  to  be done in and
about the premises in order to effectuate the same as fully to  all intents
and  purposes  as  the undersigned might or could do if personally present,
hereby ratifying and  confirming all the said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has hereto set his hand this 24th
day of March, 1998.



                                                  \S\   JOSEPH   M.   HIRKO

                                                    Joseph M. Hirko
                              
<PAGE>
                         
                         POWER OF ATTORNEY
                 PORTLAND GENERAL ELECTRIC COMPANY



     KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing  by
the  Company  of its Annual Report on Form 10-K for the year ended December
31, 1997, with  the  Securities  and  Exchange  Commission, the undersigned
director(s)  of  the  Company  hereby  constitute  and   appoint  Alvin  L.
Alexanderson, Steven N. Elliott and Joseph E. Feltz, and each  of them with
full power (any one of them acting alone), as true and lawful attorneys-in-
fact and agents, for and on behalf and in the name, place, and stead of the
undersigned,  in  any  and all capacities, to sign, execute, and file  such
Annual Report on Form 10-K,  together  with  all  amendments or supplements
thereto, with all exhibits and any and all documents  required  to be filed
with  respect  thereto  with  any regulatory authority, granting unto  each
above-mentioned individual the  full  power and authority to do and perform
each and every act and action requisite  and  necessary  to  be done in and
about the premises in order to effectuate the same as fully to  all intents
and  purposes  as  the undersigned might or could do if personally present,
hereby ratifying and  confirming all the said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has hereto set his hand this 25th
day of March, 1998.



                                                   \S\   KENNETH   L.   LAY

                                                    Kenneth L. Lay

                              
<PAGE>
                         
                         POWER OF ATTORNEY
                 PORTLAND GENERAL ELECTRIC COMPANY



     KNOW ALL MEN BY THESE PRESENTS, that in connection  with the filing by
the Company of its Annual Report on Form 10-K for the year  ended  December
31,  1997,  with  the  Securities  and Exchange Commission, the undersigned
director(s)  of  the  Company  hereby  constitute   and  appoint  Alvin  L.
Alexanderson, Steven N. Elliott and Joseph E. Feltz,  and each of them with
full power (any one of them acting alone), as true and lawful attorneys-in-
fact and agents, for and on behalf and in the name, place, and stead of the
undersigned,  in any and all capacities, to sign, execute,  and  file  such
Annual Report on  Form  10-K,  together  with all amendments or supplements
thereto, with all exhibits and any and all  documents  required to be filed
with  respect  thereto  with any regulatory authority, granting  unto  each
above-mentioned individual  the  full power and authority to do and perform
each and every act and action requisite  and  necessary  to  be done in and
about the premises in order to effectuate the same as fully to  all intents
and  purposes  as  the undersigned might or could do if personally present,
hereby ratifying and  confirming all the said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has hereto set his hand this 23rd
day of March, 1998.



                                                 \S\  JAMES V. DERRICK, JR.

                                                    James V. Derrick, Jr.

                               
<PAGE>

                         POWER OF ATTORNEY
                 PORTLAND GENERAL ELECTRIC COMPANY



     KNOW ALL MEN BY THESE PRESENTS, that in connection  with the filing by
the Company of its Annual Report on Form 10-K for the year  ended  December
31,  1997,  with  the  Securities  and Exchange Commission, the undersigned
director(s)  of  the  Company  hereby  constitute   and  appoint  Alvin  L.
Alexanderson, Steven N. Elliott and Joseph E. Feltz,  and each of them with
full power (any one of them acting alone), as true and lawful attorneys-in-
fact and agents, for and on behalf and in the name, place, and stead of the
undersigned,  in any and all capacities, to sign, execute,  and  file  such
Annual Report on  Form  10-K,  together  with all amendments or supplements
thereto, with all exhibits and any and all  documents  required to be filed
with  respect  thereto  with any regulatory authority, granting  unto  each
above-mentioned individual  the  full power and authority to do and perform
each and every act and action requisite  and  necessary  to  be done in and
about the premises in order to effectuate the same as fully to  all intents
and  purposes  as  the undersigned might or could do if personally present,
hereby ratifying and  confirming all the said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has hereto set his hand this 23rd
day of March, 1998.



                                                 \S\  JEFFREY  K.  SKILLING

                                                    Jeffrey K. Skilling

                                
<PAGE>




<TABLE> <S> <C>


<ARTICLE> UT

<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FILED  ON FORM 10-K FOR THE TWELVE MONTHS
ENDED  DECEMBER  31,  1997  FOR  PORTLAND  GENERAL   ELECTRIC  COMPANY  AND
SUBSIDIARIES (PGE) AND IS QUALIFIED IN ITS ENTIRETY BY  REFERENCE  TO  SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<CIK> 0000784977
<NAME> PORTLAND GENERAL ELECTRIC COMPANY
       
<CAPTION>

<S>                                                                 <C>
<PERIOD-TYPE>                                                       12-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1997
<PERIOD-END>                                                        DEC-31-1997
<BOOK-VALUE>                                                        PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                           1,818
<OTHER-PROPERTY-AND-INVEST>                                           369
<TOTAL-CURRENT-ASSETS>                                                225
<TOTAL-DEFERRED-CHARGES>                                              844
<OTHER-ASSETS>                                                          0
<TOTAL-ASSETS>                                                      3,256
<COMMON>                                                              160
<CAPITAL-SURPLUS-PAID-IN>                                             480
<RETAINED-EARNINGS>                                                   270
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                        910
<PREFERRED-MANDATORY>                                                  30
<PREFERRED>                                                             0
<LONG-TERM-DEBT-NET>                                                  837
<SHORT-TERM-NOTES>                                                      0
<LONG-TERM-NOTES-PAYABLE>                                               0
<COMMERCIAL-PAPER-OBLIGATIONS>                                        100
<LONG-TERM-DEBT-CURRENT-PORT>                                          67
<PREFERRED-STOCK-CURRENT>                                               0
<CAPITAL-LEASE-OBLIGATIONS>                                             1
<LEASES-CURRENT>                                                        3
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                      1,308
<TOT-CAPITALIZATION-AND-LIAB>                                       3,256
<GROSS-OPERATING-REVENUE>                                           1,416
<INCOME-TAX-EXPENSE>                                                   83
<OTHER-OPERATING-EXPENSES>                                          1,125
<TOTAL-OPERATING-EXPENSES>                                          1,208
<OPERATING-INCOME-LOSS>                                               208

<OTHER-INCOME-NET>                                                     (8)
<INCOME-BEFORE-INTEREST-EXPEN>                                        200
<TOTAL-INTEREST-EXPENSE>                                               74
<NET-INCOME>                                                          126
<PREFERRED-STOCK-DIVIDENDS>                                             2
<EARNINGS-AVAILABLE-FOR-COMM>                                         124
<COMMON-STOCK-DIVIDENDS>                                              144
<TOTAL-INTEREST-ON-BONDS>                                              63
<CASH-FLOW-OPERATIONS>                                                359
<EPS-PRIMARY>                                                           0
<EPS-DILUTED>                                                           0

<FN>
<F1>Represents  the  12  month-to-date  figure  ending December 31,
1997.
</FN>

        

                                
<PAGE>


</TABLE>