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, 1999

                                                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 (State or other jurisdiction                                 93-0256820
ofincorporation or organization)                              (I.R.S. Employer
                                                            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 29, 2000:  $0.
Indicate the number  of shares outstanding of each of the registrant's classes
of common stock, as of  February  29, 2000: 42,758,877 shares of Common Stock,
      $3.75 par value. (All shares are owned by Enron Corp.)

<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
Boardman ........................ Boardman Coal Plant
BPA ............................. Bonneville Power Administration
Centralia ....................... Centralia Coal Plant
Colstrip ........................ Colstrip Units 3 and 4 Coal Plant
Coyote Springs .................. Coyote Springs Generation Plant
CUB ............................. Citizens' Utility Board
DEQ  ............................ Oregon Department of Environmental Quality
Enron ........................... Enron Corp.
EFSC ............................ Energy Facility Siting Council
EPA ............................. Environmental Protection Agency
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.
KWh ............................. Kilowatt-Hour
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
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
Trojan .......................... Trojan Nuclear Plant
USDOE ........................... United States Department of Energy
WAPA ............................ Western Area Power Administration
WNP-3 ........................... Washington Public Power Supply System Unit 3
                                  Nuclear Project
WSCC ............................ Western Systems Coordinating Council

<PAGE>


                             TABLE OF CONTENTS

                                                                       PAGE

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

PART I

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


Item 2. Properties ..................................................... 16


Item 3. Legal Proceedings .............................................. 19


Item 4. Submission of Matters to a Vote of Security Holders ............ 20



PART II

Item 5.  Market for Registrant's Common Equity and
         Related Stockholder Matters ................................... 21


Item 6.  Selected Financial Data ....................................... 21


Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ........................... 22


Item 7A. Quantitative and Qualitative Disclosures About
         Market Risk ................................................... 32


Item 8.  Financial Statements and Supplementary Data ................... 33


Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ........................... 55


PART III

Item 10. Directors and Executive Officers of the Registrant ............ 56


Item 11. Executive Compensation ........................................ 59


Item 12. Security Ownership of Certain Beneficial Owners
         and Management ................................................ 63


Item 13. Certain Relationships and Related Transactions ................ 63


PART IV

Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K ........................................... 64

Signatures ............................................................. 65

Exhibit Index .......................................................... 66

<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 1999 its  service  area
population  was approximately 1.5 million,  comprising  about  44%  of  the
state's population.   For  the  year  1999, the Company added approximately
15,000 customers, representing an annualized growth rate of about 2.5%.  At
December 31, 1999, PGE served approximately 719,000 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  and PGE operating as a wholly owned subsidiary
subject to control by Enron.

On November 8, 1999, Enron announced  that  it  had entered into a purchase
and  sale agreement to sell PGE to Sierra Pacific  Resources  (Sierra)  for
$2.1 billion,  comprised  of  $2.02  billion  in cash and the assumption of
Enron's approximately $80 million merger payment  obligation.  The proposed
transaction, which is subject to regulatory approval,  is expected to close
in  late  2000.   On  January  18,  2000,  Sierra  filed with the  OPUC  an
application to acquire PGE.  On February 3, 2000, Sierra filed with the SEC
an  application  to  acquire  PGE  and  also to become a registered  public
utility holding company.

As of December 31, 1999, PGE had 2,787 employees.   This  compares to 2,728
and   2,729   employees  at  December  31,  1998  and  1997,  respectively.
Currently, 1,072  employees  are  covered under a three-year agreement with
Local Union No. 125 of the International  Brotherhood of Electrical Workers
that is effective from March 1, 1998 through March 1, 2001.


                            OPERATING REVENUES

RETAIL
PGE  serves  a  diverse  retail  customer  base.    Residential   customers
constitute the largest customer class and account for approximately  45% of
total  retail revenues, with commercial and industrial customers accounting
for 38%  and  17%, respectively.  Residential demand is highly sensitive to
the effects of  weather,  with  company  revenues highest during the winter
heating season.  Electricity sales increased  somewhat  in  1999 due to the
effects of PGE's Customer Choice pilot program, which in 1998  allowed some
customers to buy their power from competing energy service providers;  this
program  terminated  at  the  end  of  1998.  The commercial and industrial
classes are not dominated by any single  industry.   While  the  20 largest
customers constitute about 18% of retail demand, they represent 8 different
industrial  groups,  including paper manufacturing, high technology,  metal
fabrication, general merchandising and health services.  No single customer
represents more than 3% of PGE's total retail load.

<PAGE>

WHOLESALE
Wholesale electricity sales comprised about 26% of total operating revenues
in 1999, up from about  20%  in  1998.   Most of PGE's wholesale sales have
been to utilities and power marketers and  have  been  predominantly short-
term.  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 administer  its  current  long-term  wholesale
contracts.  Such participation includes power purchases and sales resulting
from daily economic  dispatch decisions for its own generation; this allows
PGE to secure power for its customers at the lowest cost available.

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

                                   1999        1998         1997
Operating Revenues (Millions)
  Residential                     $ 438       $ 432        $ 391
  Commercial(1)                     367         345          354
  Industrial                        173         132          143
   Tariff Revenues                  978         909          888
   Accrued (Collected) Revenues      26          (8)          10
  Retail                          1,004         901          898
  Wholesale                         355         234          497
  Other                              19          41           21
   Total Operating Revenues     $ 1,378      $1,176       $1,416
                      
Megawatt-Hours Sold (Thousands)
  Residential                     7,404       7,101        6,999
  Commercial(1)                   7,392       6,781        6,973
  Industrial                      4,463       3,562        4,247          
   Retail                        19,259      17,444       18,219
   Wholesale                     12,612      10,869       26,934
    Total MWh Sold               31,871      28,313       45,153

Energy Delivered to ESP 
 Customers (2)                        -       1,292            2

Total MWh Sold and Delivered     31,871      29,605       45,155

(1) Includes public street lighting.
(2) Represents  energy  delivered  to customers of Energy Service Providers
   (ESPs) under PGE's Customer Choice pilot program.

For additional information on year-to-year revenue trends, see Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

<PAGE>
                                
                                REGULATION

PGE is subject to the jurisdiction of  the OPUC, comprised of three members
appointed  by Oregon's governor to serve  non-concurrent  four-year  terms.
The  Commission   approves  the  Company's  retail  rates  and  establishes
conditions of utility  service.  The Commission further ensures that prices
are fair and equitable and  provides  PGE  an  opportunity  to  earn a fair
return  on  its  investment.   In  addition,  the Commission 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.   The  Company  is  a
"licensee" and a "public utility"  as  those  terms are used in the Federal
Power  Act  and is, therefore, subject to regulation  by  the  FERC  as  to
accounting policies and practices, certain prices, and other matters.

Construction  of  new  thermal generating facilities requires a permit from
the 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 begin decommissioning activities, which are
proceeding  satisfactorily  and  within  approved  cost  estimates.   After
receiving regulatory  approval,  PGE  in  1999  shipped and disposed of the
Trojan reactor vessel as a single package called  the  Reactor  Vessel  and
Internals   Removal   Project  (RVAIR).   Equipment  removal  and  disposal
activities will also continue in 2000.  Trojan is subject to NRC regulation
until it is fully decommissioned,  all  nuclear  fuel  is  removed from the
site,  and  the license terminated.  The Oregon Department of  Energy  also
monitors Trojan.   (For  further information, see "Nuclear Decommissioning"
in Item 7. - "Management's  Discussion  and Analysis of Financial Condition
and Results of Operations").

<PAGE>
                            
                            REGULATORY MATTERS

ELECTRIC POWER INDUSTRY RESTRUCTURING
On July 23, 1999, Oregon's governor signed  into  law  a  State Senate Bill
(SB1149) that provides all industrial and commercial customers of investor-
owned utilities direct access to competing energy suppliers  no  later than
October   1,   2001.   Residential  customers  will  be  able  to  purchase
electricity from a "portfolio" of rate options that will include a cost-of-
service rate, a  new  renewable  resource  rate,  and  a market-based rate.
SB1149 also provides for a 10-year public purposes charge  equal  to  3% of
retail revenues, designed to fund cost-effective conservation measures, new
renewable  energy  resources,  and  weatherization  measures for low-income
housing.   In  addition,  SB1149  provides  for  low-income  electric  bill
assistance   through  proportionate  collections  by  affected   utilities,
beginning in January 2000.

Also included  in  SB1149  is  a  requirement that investor-owned utilities
unbundle  the  costs  of  service  into   power  generation,  transmission,
distribution, and retail services.  The law  also provides for "transition"
charges  and  credits  that  would  allow recovery  on  uneconomic  utility
investment  or  a  refund  of benefits from  economic  utility  investment.
Incentives  for  the  divestiture  of  generation  assets  are  authorized,
provided any divestiture  does  not deprive customers of the benefit of the
utility's or the region's low cost resources.  SB1149 further requires that
its  implementation have no material  adverse  impact  on  the  ability  of
investor-owned  utilities  to  access  cost-based power from the Bonneville
Power Administration for its residential and small farm customers.

In October 1999, the OPUC began a series  of  workshops designed to discuss
the issues associated with SB1149 and to develop  administrative  rules for
implementation  of  the law; PGE is participating fully in these workshops.
In February 2000, the  OPUC  began  its  formal rulemaking process with the
expectation  that  rules enabling utilities  to  develop  tariffs  will  be
adopted in June 2000.   Additional rulemakings regarding non-tariff-related
items are also expected.   PGE  expects  to  file  its  restructuring plan,
including associated tariffs, in time to allow for direct access by October
1, 2001.

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. PGE has received
acknowledgement of its 1998-1999 Integrated Resource  Plan  (IRP)  from the
OPUC.   This  plan recognized fundamental changes occurring in the electric
industry and established  a transition strategy for the next two years.  It
maintained PGE's delivery capability and provided a bridge to a competitive
environment in which funding  for public purposes is provided from a system
benefit charge.

PGE is currently holding a public  process  to obtain input from interested
parties for its next IRP, which is scheduled  for  completion by the end of
2000.  This Plan will help shape PGE's resource decisions  under  new state
law  adopted  in  1999  that  requires  restructuring  to be implemented by
October 1, 2001.

RESIDENTIAL EXCHANGE PROGRAM
In 1980, the Regional Power Act (RPA) was passed by Congress in response to
growing  power supply and cost inequities between customers  of  government
and publicly-owned  utilities,  who  have priority access to low-cost power
from the federal hydroelectric system,  and the customers of investor-owned
utilities ("IOUs").  The RPA created the  Residential  Exchange  Program to
ensure that all residential and

<PAGE>

small  farm  customers  in the region, the majority of which are served  by
IOUs, receive similar benefits  from  the  publicly  funded  federal  power
system.   Exchange  benefits  are passed directly to PGE's customers in the
form of price adjustments contained in OPUC-approved tariffs.

In accordance with federal recommendations  and  the intent of both parties
to  replace  the  Residential  Exchange  Program  with one  providing  more
predictable and stable cash payments by BPA, PGE and  BPA in September 1998
signed  a Residential Exchange Termination Agreement that  provides  for  a
total of  $34.5  million  in  BPA  payments  to  PGE  over  two years.  The
agreement continues to provide benefits to PGE's residential and small farm
customers through at least the June 2001 termination date of the agreement.

BPA has prepared its initial wholesale electric power and transmission rate
proposals  for  the period October 2001 through September 2006,  reflecting
its intent to share  the  benefits  of  the  Federal  Columbia  River Power
system,  restore  fish  and wildlife, encourage conservation and renewables
development, and manage costs and risks.  The rate case process is governed
by the Northwest Power Act  and  involves  workshops and hearings that give
interested parties and participants the opportunity to participate fully in
the process.  Although it is anticipated that  customers  of investor-owned
utilities  will  continue  to  receive  benefits  from the publicly  funded
federal power system beyond the 2001 termination of  the  current agreement
with BPA, it has not yet been determined how this will be accomplished.

ENERGY EFFICIENCY
PGE  has  long  promoted the efficient use of electricity.  Current  Demand
Side Management (DSM)  programs  provide a range of services to all classes
of  PGE  customers  and  seek  to maximize  those  opportunities  in  which
efficiency measures are most cost-effective  for  both  PGE  ratepayers and
customers.   To  accomplish  this,  PGE  focuses  on  both  commercial  and
industrial   new   construction,   industrial  process  improvements,   and
residential weatherization measures,  including  a  program  for low-income
families.   In  the past, the costs of DSM programs have been deferred  and
amortized to expense  over  future periods.  In response to new legislation
that encourages a competitive  marketplace for energy services and provides
for  a  public  service  charge  to fund  conservation  measures,  PGE  has
requested OPUC approval to immediately expense all future DSM expenditures.
PGE's current unamortized DSM investment  would be amortized by the October
1,  2001  implementation of SB1149.  These proposed  changes,  which  would
result in an  approximate  2.3%  average rate increase, are currently under
review by the OPUC.

<PAGE>
                         
                         COMPETITION AND MARKETING

GENERAL
As electricity deregulation moves  forward  nationally,  PGE  continues  to
maintain  its  commitment  to  service  excellence  while  assisting in the
formation  of  a  competitive  electricity  market  in the Northwest.   Its
Customer  Choice  pilot program was successfully implemented  in  1998  and
provided valuable information  on  the effects of retail competition on PGE
and  its  customers.   PGE  will  continue  its  efforts  to  bring  market
conditions to the industry, working  closely  with customers and regulators
to achieve the state's policy goals.  The outcome  of these efforts to help
create a more competitive electricity market will depend  in  large part on
both statutory and regulatory changes.

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 for the loss of PGE service
territory  from  the  creation of public  utility  districts  or  municipal
utilities by voters.

In September 1999, voters  within the Columbia County cities of St. Helens,
Scappoose, and Columbia City  approved  annexation  to  the  Columbia River
People's Utility District (CRPUD); voters within the Columbia  County  City
of  Rainier  approved annexation to the Clatskanie Public Utility District.
These annexations would provide for the transfer of approximately 7,300 PGE
customers to these two utility districts.  In January 2000, a memorandum of
understanding  was agreed upon by the parties that provides for the payment
of approximately  $10 million to PGE from the utility districts in exchange
for the service territories  of  the  four  cities.   The  proposed sale is
subject to approval by the OPUC.

WHOLESALE COMPETITION AND MARKETING
Competition has transformed the electric utility industry at  the wholesale
level.  The Energy Policy Act, passed in 1992, opened wholesale competition
to  energy  brokers,  independent power producers and power marketers,  and
provided 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,
requiring  investor-owned  utilities   to  allow  others  access  to  their
transmission  systems  for wholesale power  sales.   This  access  must  be
provided at the same price and terms the utilities would apply to their own
wholesale  customers.   It   also  requires  reciprocity  from  municipals,
cooperatives,  and federal power  marketers  receiving  service  under  the
tariff and allows  public utilities to recover stranded costs in accordance
with the terms, conditions and procedures set forth in the order.

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.

<PAGE>
                               
                               POWER SUPPLY

Growth within PGE's service  territory  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 and retail demand is
expected  to  continue this upward trend.  PGE has relied  increasingly  on
short-term  purchases   to  supplement  its  existing  base  of  generating
resources and long-term power  contracts  to meet its energy needs.  Short-
term purchases include both secondary as well as firm purchases for periods
of  less than one year in duration.  The availability  of  short-term  firm
purchase agreements and PGE's ability to renew these contracts have enabled
PGE to  minimize  risk and enhance its ability to provide reliable low-cost
energy to retail customers.   Increased  competition has placed pressure 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  1,998  MW of generating
capability (see Item 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.   For  further  discussion  of
hydroelectric  project  relicensing,  see  "Hydro  Relicensing"  in Item 7.

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

In  conjunction  with  its  federal  relicensing process, PGE has reached a
tentative agreement with the City of Portland, the State of Oregon, and the
National  Marine  Fisheries  Service to decommission  its  22-MW  Bull  Run
Hydroelectric Project, removing  the  Marmot  and  Little  Sandy dams.  The
purpose  of the agreement is to improve habitat for salmon, steelhead,  and
the other  fish  protected  by  the  Endangered  Species  Act in the Little
Sandy/Bull Run watersheds.  The cost of removing the dams,  constructed  in
the  early  1900's,  is  estimated  at $8 million.  The regulatory approval
process and dam decommissioning are expected  to  take  approximately three
years.  In November 1999, PGE filed with the FERC a "Notice  of  Intent Not
to File Application for New License", providing formal notice that  it does
not  intend  to  relicense  the  Bull Run Project when its existing federal
license expires in November 2004. The retirement of the Bull Run Project is
not  expected  to have a material effect  on  the  financial  condition  or
results of operations of the Company.  There are no current plans to remove
any other of the Company's hydroelectric projects.

On November 1, 1998,  PGE  signed  a  definitive  agreement to sell its 20%
interest  in  coal-fired  generating Units 3 and 4 of  the  Colstrip  power
plant, located in eastern Montana.   The  agreement,  subject to both state
and federal approval, would transfer ownership of PGE's  296 MW interest in
the  plant  to  PP&L  Global,  a subsidiary of PP&L Resources,  for  $230.4
million.  On April 7, 1999, PGE  filed  an  application for approval of the
sale with the OPUC; such application, as subsequently  amended,  included a
$26.6 million (excluding transition costs) retail rate reduction, to become
effective  upon approval and sale. OPUC Staff recommended that approval  of
the proposed  sale  be  denied absent both a higher sales price and further
retail rate reduction.  On February 29, 2000, the OPUC issued an order that
denied PGE's application  to  sell  its  interest  in  Units 3 and 4 of the
Colstrip power plant.
<PAGE.

In December 1999, PGE reached preliminary agreement with  the  Confederated
Tribes  of Warm Springs (Tribes) that would result in shared ownership  and
control of  the Company's 408-MW Pelton Round Butte Project, which provides
about 20% of  the  Company's power-generating capacity.  The agreement with
the Tribes, who own  some  of the land on which the dams are located, would
take place in three stages over  a  proposed  50-year  license period.  PGE
would  have majority ownership through most of the period  and  the  Tribes
would have  the  option  to increase their ownership share to slightly over
50% by 2037, beginning with  the  proposed purchase of a one-third interest
on December 31, 2001, in exchange for  one-third  of  the net book value of
the  project.  PGE would no longer be required to pay annual  rent  to  the
Tribes  for  use of their land.  PGE would continue to operate the project,
which would be  managed  by  a  joint  operating  committee  of PGE and the
Tribes,  and  its  customers  would  continue to benefit from the Company's
guaranteed  share of a relatively low-cost  power  supply.   The  agreement
requires the approval of tribal members in a referendum scheduled March 28,
2000; if approved,  PGE  and  the  Tribes  would  jointly  pursue a 50-year
license from the FERC.  The proposed sale will also require approval of the
OPUC.  It is not anticipated that the proposed sale, if approved, will have
an  adverse  effect on the financial condition or results of operations  of
the Company.

In December 1999,  PGE  sold  its  2.5% undivided interest in the Centralia
Steam Electric Generating Plant, a 1,340-MW coal fired plant located in the
State of Washington, to Avista Corp. for approximately $3.5 million.  PGE's
33 MW ownership share will be replaced  by  power  purchases from the plant
during  the  first  several  months  of  2000  and  from  market  purchases
thereafter.

PGE's Coyote Springs generating station, a 241-MW combined cycle combustion
turbine plant, was completed in 1995 and designed and equipped for a second
unit  to  be  built and jointly operated adjacent to it.  The  second  unit
would share certain  assets  (termed  "Common  Facilities")  with the first
unit,  including  equipment, real property, licenses, permits, and  various
other assets sized  to  support  a  second  unit.   PGE  has decided not to
develop the second facility, preferring a more flexible resource  strategy,
and  has  received  OPUC approval to sell an undivided 50% interest in  the
Common Facilities to another party.

PURCHASED POWER
As PGE's existing base of generating resources is reduced, the Company will
continue to negotiate long-term and short-term contracts to meet the retail
load that it has an obligation  to  serve.   Under the provisions of recent
state  legislation  (SB1149)  allowing  large  industrial   and  commercial
customers  direct  access  to  competing  energy  suppliers,  PGE  will  be
obligated   to  serve  only  residential  and  small  commercial  customers
beginning October  1,  2001.   After October 1, 2001, this will be only its
residential and small commercial  load.   PGE has long-term power contracts
with four hydro projects on the mid-Columbia  River, which provide PGE with
650 MW of firm capacity.  PGE also has firm contracts, ranging in term from
one  to thirty years, to purchase 519 MW, primarily  hydro-generated,  from
other  Pacific  Northwest  utilities.   In  addition,  PGE  has a long-term
exchange contract with a summer-peaking Southwest utility 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.

<PAGE>

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. Organized  in  1967,  it
provides coordination for operating  and  planning  a reliable and adequate
electric  power  system  for  the  western  part of the continental  United
States, Canada, and Mexico.  It provides the  forum  for its member systems
to  enhance  communication, coordination, and cooperation  in  planing  and
operating a reliable  interconnected  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, has great diversity in climates  and 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.   According
to  WSCC forecasts, the nearly 104 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 through the year 2009.

JANUARY RESERVE MARGIN
     WSCC REGION

        MEGAWATTS
2000     34,467
2001     34,133
2002     33,822
2003     32,940
2004     31,662
2005     31,496
2006     28,539
2007     27,834
2008     27,747
2009     26,320

During 1999, PGE's peak load  was  3,544  MW,  of which 31% was met through
short-term purchases.  PGE's firm resource capacity,  including  short-term
purchase  agreements,  totaled  approximately  5,333 MW as of December  31,
1999.

RESTORATION OF SALMON RUNS
The populations of many salmon species in the Pacific  Northwest have shown
significant decline over the last several decades.  A significant number of
these  species  have  either  been  granted  or  are  being  evaluated  for
protection under the federal Endangered Species Act (ESA).  While long term
recovery plans for these species may include major operational  changes  to
the  region's  hydroelectric projects, including PGE's, the impacts to date
have been minimal.   The  biggest  change  has been modifying the timing of
releases of water stored behind the dams in  the upper part of the Columbia
and  Snake River basins.  This change in water  releases  has  resulted  in
decreased  energy  generation  in  the  fall  and  winter.  Favorable hydro
conditions continued to help mitigate the effect of these actions in 1999.

In 1999, nine federal agencies involved in the management  of  the Columbia
River system formed a Federal Caucus to develop specific options for salmon
recovery.   The  Federal Caucus will continue its efforts throughout  2000,
coordinating  with   other   regional   efforts   and   forums  to  examine
opportunities for recovering listed salmon.

PGE continues to evaluate the impact of current and potential  listings  on
the  operation  of  its  hydroelectric  projects  on  the Deschutes, Sandy,
Clackamas, and Willamette Rivers.  PGE's ongoing hydroelectric  relicensing
efforts,  in  addition  to discussions with the listing agency, have  begun
addressing issues associated  with  endangered  salmon.  Based on this, and
review of the proposed rules that have been issued  thus  far, PGE does not
anticipate   any  significant  operational  changes  to  its  hydroelectric
projects during 2000 as a result of endangered salmon recovery measures.

<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  agreements  to purchase coal for Boardman that cover requirements
through  the  year  2000.    Ample   supplies   exist  to  fuel  Boardman's
requirements in future years.  Coal purchases in  1999,  totaling  about  2
million tons, 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 Wyoming and Utah, was
subject to  federal,  state  and  local  regulations.  Coal is delivered to
Boardman by rail under contracts with the  Burlington  Northern,  Santa Fe,
and Union Pacific Railroads.

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.

                 SULFUR         TYPE OF POLLUTION
PLANT            CONTENT        CONTROL EQUIPMENT

Boardman, OR      0.4%       Electrostatic precipitators
Colstrip, MT      0.7%       Scrubbers and precipitators

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. PGE remarkets any natural
gas and transportation capacity that are excess to its needs.

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  1999,  PGE had
access  to  76,000  MMBtu/day  of  firm  transportation capacity, enough to
operate Beaver at a 70% load factor.  In May  1999,  PGE  and  B-R Pipeline
Co., a wholly owned subsidiary of U.S. Gypsum Co, filed a joint application
with  the  FERC for the sale by PGE of 12% of its interest (representing  a
10.5% tenancy-in-common share) in the Kelso-Beaver Pipeline to B-R Pipeline
for approximately  $2.5  million;  the sale represents pipeline capacity in
excess of PGE's current or foreseeable  needs.   The sale has been approved
by the OPUC and has received preliminary approval, subject to environmental
review, by the FERC.

COYOTE SPRINGS
The  Coyote Springs generating station utilizes 41,000  MMBtu/day  of  firm
transportation capacity on three interconnecting pipeline systems accessing
the gas  fields  in  Alberta, Canada.  Firm gas supplies for Coyote Springs
are purchased at market  based  prices  up  to  two years prior to delivery
based  on  the  anticipated  operation  of the plant.   PGE  believes  that
sufficient  gas  is available in the marketplace  to  meet  the  full  fuel
requirements of the plant.

<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  the  wise  use of
energy.

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.  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  Office  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.

HARBORTON
PGE received a letter dated  September 27, 1999, from the Oregon Department
of Environmental Quality (DEQ)  requesting  that  PGE  perform  a voluntary
remedial investigation of its Harborton Substation Site to confirm  whether
any  regulated  hazardous substances have been released from the substation
property into a portion  of  the  Willamette  River  known  as the Portland
Harbor.  A 1997 investigation of the Portland Harbor conducted  by  an U.S.
Environmental  Protection  Agency  (EPA)  contractor  purportedly  revealed
significant  contamination  of  sediments  within  the harbor.  The DEQ has
advised PGE that, based on analytical results from the  1997 study, the EPA
is  considering  Portland  Harbor  for  inclusion  on the federal  National
Priority List pursuant to the federal Comprehensive Environmental Response,
Compensation,  and  Liability  Act.  The DEQ directed that  PGE  perform  a
remedial investigation pursuant  to a DEQ approved Voluntary Agreement, and
that  the  work  be  coordinated  with   other   Portland  Harbor  sediment
investigations currently being pursued by the DEQ that involve more than 50
PRPs.   While  PGE  does  not  believe  that  it  is  responsible  for  any
contamination in Portland Harbor, PGE entered into the  Voluntary Agreement
and  will  conduct an initial set of investigatory activities.   Subsequent
investigations will almost certainly be required if any significant soil or
groundwater  contamination  is  discovered during the course of the initial
investigation being conducted by  PGE.   Remedial  activities, if any, that
PGE may ultimately perform with respect to this matter  will  depend on the
results of its investigations.

PGE does not expect this to have a material adverse impact on the financial
condition or results of operations of the Company.

AIR/WATER QUALITY
PGE's  operations, principally its fossil-fuel electric generation  plants,
are subject to the federal Clean Air Act (Act) and other federal regulatory
requirements.   State  governments  are  also  charged  with monitoring and
administering  certain  portions  of  the  Act  and  are  required  to  set
guidelines that at least equal federal standards.  Oregon has  air  quality
standards that are more stringent than federal standards.  The air

<PAGE>

pollutants  addressed  under  the  Act that primarily affect PGE are sulfur
dioxide ("SO{2}"), nitrogen oxides ("NO{x}"),  and particulate matter.  PGE
manages its emissions through burning low sulfur  fuel,  emission controls,
emission monitoring and through good combustion controls.

The  SO{2} emission allowances awarded under the Act, and those  allowances
expected  to  be  awarded annually in the future, are sufficient to operate
Boardman at a 60% to  67%  capacity factor without having to further reduce
emissions.  In addition, the  number  of emission allowances are sufficient
to operate Colstrip, which utilizes scrubbers.   If  necessary, PGE intends
to acquire a relatively small number of additional allowances  in  order to
meet  excess  capacity  needs.   PGE  sold its share of Centralia to Avista
Corp. as of December 31, 1999, so PGE is  no  longer a party in meeting the
emission requirements for this plant.  It is not yet known what impacts the
federal Ozone Transport, Regional Haze, or PM{2.5}  regulations may have on
future plant operations, operating costs, or generating capacity.

Federal operating air permits, issued by the DEQ, have  been  obtained  for
all  of  PGE's  fossil  fuel  generating  facilities,  which  includes  its
combustion  turbine  plants.   Two of these air permits (for the Beaver and
Boardman Plants) will require renewal  applications  due in July 2000.  The
current permits are in effect until the renewal process is completed.

<PAGE>


I
TEM 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 its generating facilities:

<PAGE>

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

                                                 PGE NET
                                                    MW
FACILITY          LOCATION            FUEL       CAPABILITY
WHOLLY OWNED:
Faraday           Clackamas River     Hydro          44
North Fork        Clackamas River     Hydro          54
Oak Grove         Clackamas River     Hydro          44
River Mill        Clackamas River     Hydro          25
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
Coyote Springs    Boardman, OR        Gas/Oil       241
                                                                 PGE
JOINTLY OWNED:                                                 INTEREST
Boardman          Boardman, OR        Coal          348  @       65.0%
Colstrip 3 & 4    Colstrip, MT        Coal          296  @       20.0%
     Total                                        1,998

PGE  holds  licenses  under  the  Federal Power Act for its hydroelectric
generating plants, as well as licenses  from  the State of Oregon for all
or portions of five of the plants.  All of its licenses expire during the
years  2001  to  2006.   The  FERC requires that a notice  of  intent  to
relicense  these projects be filed  approximately  five  years  prior  to
expiration of the license.

PGE filed for  relicensing  of the Pelton Round Butte Project in December
1998 and in December 1999 reached  a  preliminary  agreement  that  would
result   in  shared  ownership  and  control  of  the  Project  with  the
Confederated  Tribes  of  Warm  Springs  over  a proposed 50-year license
period.  PGE would remain as the operator of the Project.

PGE  has  reached a tentative agreement with the City  of  Portland,  the
State  of  Oregon,   and   the   National  Marine  Fisheries  Service  to
decommission the Bull Run Hydroelectric  Project, removing the Marmot and
Little Sandy Dams.  The purpose of the agreement  is  to  improve habitat
for salmon, steelhead, and other fish protected by the Endangered Species
Act in the Little Sandy/Bull Run watersheds.  In November 1999, PGE filed
with  the  FERC  a  "Notice  of  Intent  Not to File Application for  New
License" when its existing federal license expires in November 2004.  The
regulatory approval process and dam decommissioning  are expected to take
approximately three years.

PGE  is  actively  pursuing  the  renewal of all other licenses  for  its
hydroelectric generating plants.

For further information see "Hydro  Relicensing"  in Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

<PAGE>

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
PGE leases its headquarters complex in downtown Portland and the coal-
handling facilities and certain railroad cars for Boardman.

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS


                                  UTILITY

CITIZENS' UTILITY BOARD OF OREGON V.  PUBLIC  UTILITY  COMMISSION OF OREGON
AND UTILITY REFORM PROJECT AND COLLEEN O'NEILL V. PUBLIC UTILITY COMMISSION
OF OREGON, Marion County Oregon Circuit Court, the Court  of Appeals of the
State of Oregon, the Oregon Supreme Court.

The  Citizens' Utility Board (CUB) appealed a 1994 ruling from  the  Marion
County  Circuit  Court that 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 Utility Reform Project (URP) filed  an appeal
of  the OPUC's order.  URP alleged that the OPUC lacked authority to  allow
PGE to  recover  Trojan  costs  through its rates.  The complaint sought to
remand  the  case  to  the  OPUC  and have  all  costs  related  to  Trojan
immediately removed from PGE's rates.

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.  The CUB alleged that the
OPUC's decision was not based upon evidence  received  in the rate case, is
not supported by substantial evidence in the record of the  case, was based
on  an  erroneous  interpretation  of law and is outside the scope  of  the
OPUC's  discretion,  and  otherwise violates  constitutional  or  statutory
provisions.  The CUB sought  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.  The 1994  and  1996  circuit  court  decisions were consolidated and
appealed to the Oregon Court of Appeals.

On June 24, 1998, the Court of Appeals of the  State  of  Oregon ruled that
the  OPUC  does not have the authority to allow PGE to recover  a  rate  of
return on its  undepreciated  investment  in  Trojan.  The court upheld the
OPUC's authorization of PGE's recovery of its undepreciated  investment  in
Trojan and its costs to decommission Trojan.

On August 26, 1998, PGE filed a Petition for Review with the Oregon Supreme
Court,  supported  by  amicus  briefs  filed by three other major utilities
seeking  review of that portion of the Oregon  Court  of  Appeals  decision
relating to  PGE's  return  on its undepreciated investment in Trojan.  The
OPUC also filed such a petition for review.

Also on August 26, 1998, the  Utility  Reform  Project filed a Petition for
Review with the Oregon Supreme Court seeking review  of that portion of the
Oregon  Court  of  Appeals  decision  relating  to  PGE's recovery  of  its
undepreciated investment in Trojan.

<PAGE>

On  April  29, 1999, the Oregon Supreme Court accepted  the  petitions  for
review of the June 24, 1998, Oregon Court of Appeals decision.

On  June  16,  1999,  Oregon's  governor  signed  Oregon  House  Bill  3220
authorizing  the  OPUC  to  allow recovery of a return on the undepreciated
investment in property retired  from  service.   One  of the effects of the
bill  is  to  affirm  retroactively  the  OPUC's authority to  allow  PGE's
recovery  of  a  return  on  its  undepreciated investment  in  the  Trojan
generating facility.

Relying on the new legislation, on  July 2, 1999, the Company requested the
Oregon Supreme Court to vacate the June  24,  1998,  adverse  ruling of the
Oregon  Court  of  Appeals  and  affirm  the  validity  of the OPUC's order
allowing PGE to recover a return on its undepreciated investment in Trojan.
The Utility Reform Project and the Citizens Utility Board, another party to
the  proceeding,  opposed  such  request on the ground that an  effort  was
underway  to  gather  sufficient  signatures  to  place  on  the  ballot  a
referendum to negate the new legislation;  such  effort by the referendum's
sponsors was successful and the referendum will appear on the November 2000
ballot. The Oregon Supreme Court has stated it will  hold its review of the
Court of Appeals decision in abeyance until after the election.

COLUMBIA  RIVER  PEOPLE'S  UTILITY  DISTRICT  V. PORTLAND GENERAL  ELECTRIC
COMPANY
On December 1, 1998, the Columbia River People's  Utility  District (CRPUD)
filed  an  anti-trust  complaint  in Federal District Court that  seeks  to
overturn a 1984 Judgment and Acquisition  Agreement  that  confirmed  PGE's
exclusive right to serve Boise Cascade Corporation.  The complaint seeks to
declare as invalid and unenforceable a provision establishing the amount to
be  paid  by  CRPUD  upon  its condemnation of PGE facilities serving Boise
Cascade; the complaint also  seeks an injunction barring PGE from enforcing
earlier agreements and judgments related to this matter.  Attorney fees and
costs were sought but no claim was made for monetary damages.

On March 24, 1999, the Court entered Summary Judgment in favor of PGE.

On April 21, 1999, CRPUD filed  a  Notice of Appeal, with briefing and oral
argument to follow.  A decision from the Ninth Circuit Court of Appeals may
be rendered in 2000.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.

<PAGE>


                                  PART II




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


PGE is a wholly owned subsidiary of Enron, which owns all 42,758,877 shares
of PGE's outstanding stock.  Aggregate cash dividends declared on common
stock were as follows (millions of dollars):

QUARTER        1999      1998
First         $ 20       $ -
Second          20        16        
Third           20        16
Fourth          21        17

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
                        
                             1999     1998     1997     1996     1995
                                    (millions of dollars)
Operating Revenues          $1,378    $1,176   $1,416   $1,110   $  982
Net Operating Income           190       200      208      230      201
Net Income                     128       137      126      156       93{1}

Total Assets                $3,167    $3,162   $3,256   $3,398   $3,246
Long-Term Obligations{2}       763       876    1,038      963      931

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
  commercial paper to be refinanced.

<PAGE>
         

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


RESULTS OF OPERATIONS

                                  GENERAL

1999 COMPARED TO 1998
Portland General Electric's net income for 1999 was $128  million  compared
to $137 million for 1998. Increased property, franchise, and income  taxes,
as  well  as a reduction from 1998's gains on the sale of Company land were
primarily responsible  for the decrease.  These were partially offset by an
increased  margin on higher  electricity  sales  and  by  reduced  interest
charges.

Retail revenues increased $103 million primarily due to higher energy sales
resulting from  both  the  addition  of 15,000 new customers as well as the
termination  of  1998's  Customer  Choice   pilot   program  which  enabled
participating  customers to purchase their electricity  from  other  energy
service providers.  Revenues from power delivery services to energy service
providers totaled  $21  million last year; termination of the pilot program
in 1999 caused the decrease in Other operating revenues.

NET INCOME 

       (Millions)

1999     128
1998     137
1997     126
1996     156
1995     93

Wholesale revenues increased  $121  million (52%) due to both higher energy
sales  volume and prices.  Increased energy  sales  resulted  largely  from
sales in  the  wholesale  market  of  excess  power obtained to meet higher
anticipated  retail demand.  Demand was lower than  expected  due  to  mild
temperatures in 1999.

OPERATING REVENUES
(Millions)

          Retail      Wholesale
1999       1004         355
1998        901         234
1997        898         497
1996        906         194
1995        877          95

Purchased power  and  fuel costs increased $197 million (45%) due to higher
prices for increased energy  purchases.   Higher  regional  power  and  gas
market  prices  increased  the cost of firm power purchases, resulting in a
25%  increase in average power  prices.   Purchases  were  made  to  supply
expected  higher  retail  demand  caused by weather volatility and customer
growth, including the return of those  customers  participating  in  1998's
Customer  Choice  pilot  program.  Increased  purchases  also reflect PGE's
ability  to  purchase  power  at  a price more economical than  generation.
Company  generation  decreased  from 37%  to  32%  of  total  power  needs,
primarily due to the economic displacement of gas powered generation, which
declined about 21%.  Coal and hydro  generation  approximated  that of last
year.

RETAIL ENERGY SALES

          Million MWh
1999        19.259
1998        18.736
1997        18.221
1996        17.559
1995        17.065

<PAGE>


                       MEGAWATT-HOURS/VARIABLE POWER COSTS

           
                          Megawatt-Hours                 Average Variable
                           (thousands)                Power Cost (Mills/KWh)
                          1999         1998                1999    1998
Generation                10,515       10,854               9.8     8.6

Firm Purchases            18,897       16,595              23.2    17.3

Spot Purchases             3,712        2,180              19.7    23.6

  Total Send-Out          33,124       29,629             *19.5   *15.6    
                                                (* includes wheeling costs)

Operating  expenses  (excluding  purchased power and fuel, depreciation and
taxes) increased $2 million, or less  than  1%, as increased administrative
and delivery system costs were largely offset  by  reduced generating plant
expenses.

Depreciation and amortization expense increased $6 million  (4%)  primarily
due  to  the effect of 1998's non-recurring $4 million gain on the sale  of
land formerly occupied by PGE's Western Division offices.

OPERATING EXPENSES
(Millions)

         DEPRECIATION          OPERATING COSTS        VARIABLE POWER
1999        155                      395                    638
1998        149                      386                    441
1997        155                      378                    675
1996        162                      410                    308
1995        135                      357                    294

Taxes other  than  income  taxes increased $4 million (7%) primarily due to
higher state property taxes,  caused  by  increases  in taxable values, and
city franchise fees that increased with higher electricity  sales.   Income
taxes  increased  $3 million (4%) primarily because of the reversal of pre-
1981 tax benefits related to the depreciation of certain regulatory assets;
this was partially offset by a small decrease in net taxable income for the
year.

Interest  charges  decreased   $6  million  (8%)  due  to  a  reduction  in
outstanding debt.

1998 COMPARED TO 1997
Portland General Electric's net  income  for 1998 was $137 million compared
to $126 million for 1997.  Net income in 1997  included the effect of a $14
million non-recurring loss provision associated  with non-utility property.
PGE's  operating  performance reflected the addition  of  over  19,000  new
customers in a growing service territory.

Retail revenues increased  $3  million,  as  the  effects  of warmer winter
weather  and  the  move  of  about 8,700 customers to other energy  service
providers under PGE's Customer  Choice  pilot  program  largely  offset the
increase  in  customers  served.  Revenues from power delivery services  to
energy service providers totaled  $20  million  for the year and caused the
increase in Other operating revenues.

<PAGE>

Wholesale  revenues  decreased  $263  million,  or  53%,  reflecting  PGE's
decision  to  limit  wholesale activities to transactions  related  to  the
management of system power supplies and generation.

Purchased power and fuel  costs  decreased $234 million, or 35%, due almost
entirely to reduced wholesale trading  activity.   A 52% decrease in energy
purchases was offset somewhat by higher average prices (16.2 mills in 1997,
18.0 mills in 1998) caused largely by increased winter gas prices and tight
market  conditions in the southwestern United States.   Company  generation
provided  37%  of  total  power  needs,  up  from 16% in 1997; coal and gas
powered   generation   almost   tripled  with  average   production   costs
significantly less than the cost to purchase.

Operating expenses (excluding purchased  power  and  fuel, depreciation and
taxes) increased $9 million, or 4%.  The increase was  due  largely  to the
payment of $12 million in Enron overhead costs and a $2 million increase in
production  and distribution expenses; these were partially offset by a  $5
million decrease in customer support, marketing, and sales expenses.

Depreciation  and  amortization expense decreased $6 million, or 4%.  A $13
million decrease caused  by  the amortization of regulatory credits and the
gain  on  the sale of land formerly  occupied  by  PGE's  Western  Division
offices was  partially  offset  by  a  $7  million increase in depreciation
expense due to capital additions to PGE's distribution system.

Other Income increased $20 million, due largely  to a $14 million after tax
loss  provision  recorded  in  1997 for the future removal  of  non-utility
property.  Also contributing to  the  1998  increase were gains on sales of
non-utility land and timber.

<PAGE>


                                 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
1999, monthly balances ranged from $124 million  to  $266 million.  PGE has
two  committed borrowing facilities:  a $200 million facility  maturing  in
July 2000  and  a  $100  million  facility  maturing  in August 2000.  Both
facilities 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.

Cash  provided  by  operating  activities totaled  $236  million  in  1999,
compared to $265 million in 1998.   The  decrease  is  due  primarily  to a
reduction  from  the  amount  received  in  1998  from the Bonneville Power
Administration   under  terms  of  the  Residential  Exchange   Termination
agreement.

INVESTING  ACTIVITIES   consist   primarily   of   improvements   to  PGE's
distribution,  transmission,  and  generation facilities, as well as energy
efficiency program expenditures.  Capital  expenditures  of $188 million in
1999  were  primarily  for the expansion and upgrade of PGE's  distribution
system and also include  the  $37  million  purchase  of  previously leased
combustion  turbine  generators  at  the Beaver generating plant.   Capital
expenditures are expected to approximate  $180  million  in 2000.  Over the
next  few  years,  anticipated  expenditures  are  expected  to approximate
current levels, with the majority of expenditures comprised of improvements
to  the  Company's  expanding distribution system to support both  new  and
existing customers within PGE's service territory.

FINANCING ACTIVITIES  provide  supplemental  cash for day-to-day operations
and  capital  requirements  as  needed.   PGE relies  on  commercial  paper
borrowings  and  cash from operations to manage  its  day-to-day  financing
requirements.   In  1999,  PGE  repaid  $113  million  in  long-term  debt,
including $94 million  in matured First Mortgage Bonds, $9 million in other
long-term debt, and the  early  redemption of $10 million in 7  3/4 % First
Mortgage Bonds due in the year 2023,  funded  primarily  through commercial
paper borrowings.  The Company also repaid $30 million ($32 million less $2
million  prepaid  interest)  in  policy  loans  on  corporate  owned   life
insurance.

During  1999,  PGE's  dividend  payments totaled $83 million, consisting of
common stock dividends of $81 million  paid to its parent and $2 million in
preferred stock dividends.  In 1998, PGE's  dividend  payments  totaled $51
million,  consisting of common stock dividends of $49 million paid  to  its
parent and $2 million in preferred stock dividends.

In April 1999,  PGE  filed a $200 million shelf registration statement with
the Securities and Exchange Commission for the purpose of issuing long-term
debt from time to time,  as  determined  in  light of market conditions and
other factors, the proceeds from which will be  used  to  refund  fixed and
variable  rate  securities,  reduce  commercial  paper borrowings, and fund
planned construction and other expenditures. Subject  to the above factors,
PGE expects to issue debt under this shelf filing in March  2000.   In July
1999,  PGE  received approval from the Federal Energy Regulatory Commission
to issue short-term  debt,  including  commercial paper, credit facilities,
and other evidences of indebtedness up to  $350  million.  This approval is
effective for two years and replaces and supercedes  PGE's  prior  approval
from  the  FERC authorizing short-term borrowing of $250 million. On August
6, 1999, PGE entered into a $100 million 

<PAGE>

revolving credit facility with two
commercial banks.  This facility, combined with the Company's existing $200
million  revolving   credit   facility,  effectively  increases  the  total
committed  credit  for PGE to $300  million.   These  facilities  are  used
primarily as backup  for  commercial  paper  and borrowings from commercial
banks under uncommitted lines of credit.

In  July  1999,  Duff  & Phelps Credit Rating Co.  (DCR)  assigned  initial
ratings  to  PGE's debt, with  senior  secured  debt  rated  'AA-',  senior
unsecured debt  rated  'A+',  preferred  stock and junior subordinated debt
rated  'A',  and  commercial  paper  rated 'D1'.   Also  in  July,  Moody's
Investors Services (Moody's) changed PGE's  rating outlook from 'stable' to
'positive'.

On  November  8,  1999,  in  response to the announced  purchase  and  sale
agreement for PGE and uncertainties  regarding the future status of certain
OPUC stipulations that were agreed to in its 1997 merger with Enron, credit
rating agencies reviewed their ratings  of  the  Company.   DCR  placed the
Company on Rating Watch--Uncertain, Moody's placed PGE's ratings on  review
for  possible downgrade, and Standard and Poor's placed the ratings of  the
Company  on  CreditWatch with negative implications.  On November 11, 1999,
Moody's confirmed  the  Prime-1 short-term debt rating for commercial paper
issued by PGE.

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, 1999, PGE has the capability to issue preferred
stock and additional First Mortgage Bonds in amounts sufficient to meet its
capital requirements.

<PAGE>

FINANCIAL AND OPERATING OUTLOOK

PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY

PROPOSED ACQUISITION
On November 8, 1999, Enron  announced  that  it had entered into a purchase
and  sale agreement to sell PGE to Sierra Pacific  Resources  (Sierra)  for
$2.1 billion,  comprised  of  $2.02  billion  in cash and the assumption of
Enron's approximately $80 million merger payment  obligation.  The proposed
transaction, which is subject to regulatory approval,  is expected to close
in  late  2000.   On  January  18,  2000,  Sierra  filed with the  OPUC  an
application to acquire PGE.  On February 3, 2000, Sierra filed with the SEC
an  application  to  acquire  PGE  and  also to become a registered  public
utility holding company.

REGULATION AND COMPETITION

STATE
The electric power industry continues to  experience  change.   The impetus
for  this  change  is  public,  regulatory  and  governmental  support  for
replacing the traditional cost-of-service regulatory framework with an open
market  competitive  framework  where  customers  have  a  choice of energy
supplier.   Federal  laws  and regulations now provide for open  access  to
transmission systems and several states have adopted or are considering new
regulations to allow open access for all energy suppliers.

In 1999, Oregon's governor signed  into law deregulation legislation giving
industrial  and commercial customers  of  investor-owned  utilities  direct
access to energy  suppliers and residential customers access to a portfolio
of rate options.

PGE recognizes that  when  a competitive marketplace exists, customers will
make their energy purchasing  decisions  based upon many factors, including
price,  service  and  system  reliability.   To   meet   these  competitive
challenges,  PGE  is  participating  in restructuring processes  that  will
determine  the shape of future markets  and  is  pursuing  strategies  that
capitalize on  its  competitive  position,  including  the  development and
delivery of innovative products and services.  PGE continues to develop its
competitive  strategy  as  legislation, regulation and market opportunities
continue to evolve.

Federal
The Energy Policy Act of 1992  (Energy  Act)  set  the  stage for change in
federal  regulations  aimed  at  increasing  wholesale 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  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 became effective in July
1996 and have resulted  in  increased  competition,  lower  prices and more
choices to wholesale energy customers.

<PAGE>

Further legislation to restructure the electric industry, including  retail
choice,  is under active consideration at the federal level.  Congressional
committee  hearings  on electricity restructuring are expected to continue,
although there remains  considerable  uncertainty  regarding their ultimate
outcome.

In 1998, PGE filed an application with the FERC to increase  its  rates for
transmission  service,  in  accordance  with  the  terms  of FERC Order 888
requiring open-access transmission by public utilities.  Revised rates were
implemented on February 11, 1999, with final settlement and filing on March
1,  1999. PGE continues to formulate strategies to meet the  challenges  of
wholesale competition.

RETAIL CUSTOMER GROWTH AND ENERGY SALES
During 1999, weather adjusted retail energy sales grew 2.1%. Commercial and
manufacturing  sales increased by 3.9% and 0.3% respectively.  The addition
of over 15,000 customers resulted in residential sales growth of 2.0%.  PGE
forecasts retail energy sales growth of approximately 3.5% in 2000 with the
rebound in the manufacturing sector.

WHOLESALE SALES
The availability of electric generating capability in the Western U.S., the
entrance of numerous  wholesale  marketers and brokers into the market, and
open  access  transmission  are  contributing   to  increasing  competitive
pressure on the price of power.  In addition, the  development of financial
markets,  including  the NYMEX electricity contract, has  led  to  enhanced
price discovery available  for  market  participants, further adding to the
downward  pressure on wholesale prices and  margins.   During  1999,  PGE's
wholesale sales  accounted for about 26% of total revenues and 40% of total
energy  sales.  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  administer  its current long-term
wholesale contracts.

POWER & FUEL SUPPLY
PGE's  base of hydro and thermal generating capacity, supplemented  by  its
existing  firm power contracts and the availability of competitively-priced
wholesale  energy   within   the  region,  provide  the  Company  with  the
flexibility needed to respond  to  seasonal  fluctuations in the demand for
electricity within its service territory.

PGE  has long-term power contracts with four hydro  projects  on  the  mid-
Columbia  River  providing  capability  of  650  MW,  and  has  also relied
increasingly  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 its  generation  and
purchases under existing firm power contracts.

Though early forecasts  indicate  above-average  water conditions for 2000,
efforts  to  restore  salmon  runs  on the Columbia and  Snake  rivers  may
somewhat reduce the amount of water available  for  generation, which could
affect  the 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 1999, PGE generated approximately 32% of its total load requirement,
compared to  approximately 37% in 1998.  Short-term and long-term purchases
were utilized to meet the remaining load.

<PAGE>

In February 1999,  PGE  elected  to exercise its option to purchase the six
combustion turbine generators at Beaver  for  their $37 million fair market
value.  The generators, previously operated under  terms of a 25-year lease
that expired in August 1999, produce a net output of  approximately  500 MW
in combined-cycle configuration.

RESTORATION  OF  SALMON  RUNS  -  PGE  continues  to evaluate the impact of
current and potential listings of salmon species for  protection  under the
federal  Endangered  Species  Act  on  its  purchased  power supply and the
operation of its hydroelectric projects on the Deschutes, Sandy, Clackamas,
and Willamette Rivers.

ASSET SALES
In November 1998, PGE signed an agreement to sell its 20% interest in coal-
fired generating Units 3 and 4 of the Colstrip power plant  to  PP&L Global
for  $230.4  million,  subject  to  approval of the OPUC.  In late February
2000, the OPUC denied the Company's application to sell its interest in the
plant.   In  September  1999, voters within  four  Columbia  County  cities
approved annexation, and  transfer of approximately 7,300 PGE customers, to
two separate public utility  districts.   Upon  OPUC  approval,  PGE  would
receive approximately $10 million in exchange for its service territory  in
these  four  cities.   In  December 1999, PGE sold its 2.5% interest in the
Centralia Steam Electric Generating Plant to Avista Corp. for approximately
$3.5 million; the Company has an agreement to purchase power from the plant
during the first several months  of  2000.  In February 2000, PGE announced
an agreement with the Confederated Tribes  of  the  Warm  Springs  (Tribes)
allowing  the  purchase of portions of the Pelton Round Butte hydroelectric
project over a 50-year license period.  PGE would remain as the operator of
the project, which  provides  about  20%  of the Company's power-generating
capacity.

HYDRO RELICENSING
PGE HYDRO - PGE's eight hydroelectric plants  provide economical generation
and  flexible  load  following  capabilities; in 1999,  they  produced  2.8
million MWh of renewable energy,  about 9% of PGE's total load.  The plants
operate under federal licenses, which  will  be  up for renewal between the
years 2001 and 2006.

Numerous meetings were conducted in 1999 in support  of  relicensing  PGE's
hydroelectric  projects  on  the  Clackamas,  Sandy, and Willamette Rivers;
licenses  on these plants, with combined generating  capacity  of  203  MW,
expire in 2004  and 2006.  Should relicensing not be completed prior to the
expiration of the  original  licenses,  it  is anticipated that PGE will be
issued  annual  licenses at substantially identical  terms  and  conditions
until such time as final relicensing has been completed.

In May, PGE, with  support  of  the  City of Portland and state and federal
agencies, decided to prepare a license  surrender application for its 22-MW
Bull Run Project on the Sandy River instead  of  continuing  the process of
preparing and filing a new operating license application.  In November, PGE
filed  with  the FERC a "Notice of Intent Not to File Application  for  New
License", providing  formal notice that it does not intend to relicense the
Bull Run Project when  its  existing  federal  license  expires in November
2004.  Uncertainty in upcoming relicensing, mitigation, and  operating  and
maintenance  costs  were  key  factors  in  deciding to retire the Bull Run
Project.

PGE continued the relicensing process for its  408-MW  Pelton  Round  Butte
Project  throughout  1999,  filing a final license application in December.
The Confederated Tribes of Warm  Springs,  currently  the  licensee  for  a
powerhouse located at a reregulating dam within the project, also proceeded
with  their  competing  relicensing  process  for  the  entire  project and
submitted  a final license application.  As a result of ongoing discussions
in 1998 and  1999,  PGE and the Tribes reached a preliminary agreement that
would result in shared ownership and control of the project, which provides
about 20% of the Company's power-generating capacity.

<PAGE>

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 the FERC seeking to change the  allocation  of  generation
from the Priest Rapids and Wanapum dams between electric utilities  in  the
region  upon  expiration  of the current contracts. In early 1998, the FERC
ruled that the portion of the  output  from  these  dams  made available to
purchasers  such  as PGE be reduced to 30%, and that such purchases  be  at
market-based rather than cost-based prices. This decision could change both
PGE's percentage share  and  the  price  of  power  from  these facilities,
although such changes are not yet determinable.

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 total  cost  to  decommission  Trojan  at  $339
million (nominal dollars), with approximately $114 million expended through
1999.  The  total  estimate  assumes  that  the majority of decommissioning
activities will be completed after the spent fuel has been transferred to a
temporary dry spent fuel storage facility in  2002.   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, in the Notes to Financial  Statements, for further discussion of the
decommissioning plan).

In  1999,  PGE made significant progress  in  decommissioning  Trojan.   In
August, PGE  shipped  the Trojan reactor vessel as a single package, called
the Reactor Vessel and  Internals Removal Project, to be disposed of at the
Hanford Nuclear Reservation.   This precedent-setting project saved several
million dollars compared to the conventional segmentation approach.

PGE expects remaining transition activities to be extended through 2002 due
to the continuing delay of the Independent  Spent Fuel Storage Installation
project.  Transition activities are comprised  of operating and maintaining
the spent fuel pool and securing the plant until fuel is transferred to dry
storage.  PGE anticipates total 2000 decommissioning costs of approximately
$42 million, compared to about $41 million in 1999.

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   to   prove   these  hazards  are  no  longer  present.
Decommissioning is proceeding within approved cost estimates.

YEAR 2000
A Year 2000 problem was anticipated  which could have resulted from the use
in computer hardware and software of two  digits rather than four digits to
define the applicable year.  The use of two  digits  was  a common practice
for  decades  when computer storage and processing was much more  expensive
than today.  When computer systems must process dates both before and after
January 1, 2000,  two-digit year "fields" may create processing ambiguities
that can cause errors  and system failures.  For example, computer programs
that have date-sensitive  features may recognize a date represented by "00"
as the year 1900 instead of  2000.PGE  estimates total expenditures related
to Year 2000 issues will approximate $20-22 million, about 90% of which has
been spent to date.  Pursuant to an April  1999  accounting  order from the
OPUC,  PGE  has  capitalized approximately $10 million of incremental  Year
2000 costs, which  will be amortized over a 5-year period beginning January
1, 2000.  The order  defers  to  a  future  proceeding  whether PGE will be
allowed to recover the balance of any unamortized costs in rates.

PGE's efforts related to Year 2000 issues resulted in several  company-wide
system improvements that will benefit the Company and its customers  in the
future.   These include an automated phone system 

<PAGE>

capable of handling three
times the number  of  phone  calls  as  the older system, an upgrade Energy
Management  System,  desktop  computer  upgrades  that  incorporate  newest
technologies,  replacement  of  meter  reading   equipment,   creation   of
contingency plans that can be used in the event of natural disasters, and a
system  of  satellite phones for emergency communication between generating
plants, load dispatchers, power marketing and substation operations.

The year 2000  problem  has caused no material disruption to PGE's mission-
critical facilities or operations.   PGE will remain vigilant for Year 2000
related problems that may yet occur, due  to  hidden  defects  in  computer
hardware  or  software  at PGE or PGE's mission-critical external entities.
PGE  anticipates that the  Year  2000  problem  will  not  create  material
disruptions  to its mission-critical facilities or operations, and will not
create future material costs.

NEW ACCOUNTING STANDARDS
In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative  Instruments  and Hedging Activities."  SFAS No. 133 established
accounting  and  reporting  standards   requiring   that  every  derivative
instrument  (including  certain derivative instruments  embedded  in  other
contracts) be recorded on the balance sheet as either an asset or liability
measured at its fair value.   The  statement  requires  that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge  accounting  criteria  are  met.   Special accounting for  qualifying
hedges allows a derivative's gains and losses  to offset related results on
the hedged item in the income statement, and requires  that  a company must
formally  document,  designate and assess the effectiveness of transactions
that receive hedge accounting.

In June 1999, the FASB  issued  SFAS  No. 137, which deferred the effective
date of SFAS No. 133 to fiscal years beginning  after  June  15,  2000.   A
company  may  implement  SFAS  No.  133,  as of the beginning of any fiscal
quarter  after  issuance;  however,  the  statement   cannot   be   applied
retroactively.   PGE does not plan to adopt SFAS No. 133 early and believes
that the statement  will  not  have a material impact on its accounting for
price risk management activities or physical based contracts.

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.

<PAGE>
         

ITEM  7A. QUANTITATIVE AND QUALITATIVE  DISCLOSURES  ABOUT  MARKET
          RISK

The Company is exposed  to  market  risk  arising from the need to purchase
fuel for its generating units (both natural  gas  and  coal) as well as the
purchase  of power to meet the needs of its retail customers.   This  price
and location  risk is mitigated by PGE's use of swaps, futures and options.
The use of these  instruments  during  the  year  and  their estimated fair
values at December 31, 1999 and 1998 were not material.

In  1998,  PGE  entered  into  an  interest rate swap agreement  to  manage
interest rate exposure and cancelled  these swap agreements in 1999 with an
immaterial gain.

<PAGE>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


            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 as of December 31, 1999, 1998 and
1997,  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'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.

<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 as of December
31, 1999, 1998 and 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.
Management  is  responsible for maintaining effective internal control over
the reliability of  the  financial  statements and the protection of assets
against unauthorized acquisition, use  or  disposition.  Our responsibility
is  to  express  an  opinion  on  management's  assertion   based   on  our
examination.

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  as  of  December
31, 1999, 1998, and 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 current standards of control criteria.



                                                        Arthur Andersen LLP

Portland, Oregon
February 29, 2000

<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 (an Oregon corporation), and subsidiaries  as  of
December 31,  1999  and  1998,  and  the related consolidated statements of
income, retained earnings and cash flow  for each of the three years in the
period  ended  December  31,  1999.   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  auditing standards generally
accepted in the United States.  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, 1999 and 1998, and the
results  of  their  operations  and  their cash flows for each of the three
years in the period ended December 31,  1999, in conformity with accounting
principles generally accepted in the United States.


                                                        Arthur Andersen LLP

Portland, Oregon
February 29, 2000

<PAGE>
            
            PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31          1999        1998         1997
                                             (MILLIONS  OF DOLLARS)

OPERATING REVENUES                   $  1,378    $  1,176     $  1,416

OPERATING EXPENSES
  Purchased power and fuel                638         441          675
  Production and distribution             135         134          132
  Administrative and other                115         114          107
  Depreciation and amortization           155         149          155
  Taxes other than income taxes            61          57           56
  Income taxes                             84          81           83
                                        1,188         976        1,208

NET OPERATING INCOME                      190         200          208

OTHER INCOME (DEDUCTIONS)
  Miscellaneous                            13          13          (21)
  Income taxes                             (6)         (1)          13
                                            7          12           (8)
INTEREST CHARGES
  Interest on long-term debt and           61          68           69
  other
  Interest on short-term borrowings         8           7            5
                                           69          75           74

NET INCOME                                128         137          126

PREFERRED DIVIDEND REQUIREMENT              2           2            2

INCOME AVAILABLE FOR COMMON STOCK    $    126    $    135     $    124

                                         
                  PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

FOR THE YEARS ENDED DECEMBER 31          1999        1998         1997
                                             (MILLIONS OF DOLLARS)

BALANCE AT BEGINNING OF YEAR         $    356    $    270     $    292
NET INCOME                                128         137          126
MISCELLANEOUS                               -           -           (2)
                                          484         407          416
DIVIDENDS DECLARED
        Common stock - cash                81          49           47
        Common stock - property             -           -           97
        Preferred stock                     2           2            2
                                           83          51          146
BALANCE AT END OF YEAR               $    401    $    356     $    270

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

            PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31                                       1999            1998
                                                    (MILLIONS OF DOLLARS)
                                                               
                             ASSETS

ELECTRIC UTILITY PLANT - ORIGINAL COST
  Utility plant (includes Construction work 
    in progress of $44 and $35)                   $ 3,295         $ 3,182
  Accumulated depreciation                         (1,430)         (1,363)
                                                    1,865           1,819
OTHER PROPERTY AND INVESTMENTS
  Contract termination receivable                      85              95
  Receivable from parent                               89              97
  Nuclear decommissioning trust, at market               
    value                                              42              72
  Corporate owned life isurance, less loans     
    of $0 and $32                                      85              63
  Miscellaneous                                        17              15
                                                      318             342
  
CURRENT ASSETS                    
  Cash and cash equivalents                             -               4
  Accounts and notes receivable                       140             135
  Unbilled and accrued revenues                        49              45
  Inventories, at average cost                         37              28
  Prepayments and other                                41              31
                                                      267             243
DEFERRED CHARGES
  Unamortized regulatory assets                       691             731
  Miscellaneous                                        26              27
                                                      717             758
                                                  $ 3,167         $ 3,162
                                                   
                        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             480
      Retained earnings                               401             356
   Cumulative preferred stock
      Subject to mandatory redemption                  30              30
   Long-term obligations                              701             744
                                                    1,772           1,770
CURRENT LIABILITIES
   Long-term debt due within one year                  32             102
   Short-term borrowings                              266             105
   Accounts payable and other accruals                167             145
   Accrued interest                                    11              11
   Dividends payable                                    1               1
   Accrued taxes                                       12              35
                                                      489             399
                                            
OTHER                                            
   Deferred income taxes                              351             351
   Deferred investment tax credits                     36              39
   Trojan decommissioning and transition costs        234             274
   Unamortized regulatory liabilities                 197             237
   Miscellaneous                                       88              92
                                                      906             993
                                                  $ 3,167         $ 3,162

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
            

            PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOW


FOR THE YEARS ENDED DECEMBER 31                 1999        1998       1997
                                                   (MILLIONS  OF DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES:
 Reconciliation of net income to net cash 
 provided by (used in) operating activities
   Net income                                $   128     $   137    $   126
   Non-cash items included in net income:
     Depreciation and amortization               155         149        155
     Deferred income taxes and investment       
       tax credit                                 (3)         (5)       (58)
     Other non-cash expenses                      24           -         24
   Changes in working capital:
     (Increase) decrease in receivables           (9)         (8)        27
     Increase (decrease) in payables              (1)        (50)        51
     Other working capital items - net           (18)         (1)        (1)
   Other -  net                                  (16)         43         35
NET CASH PROVIDED BY OPERATING ACTIVITIES:       236         265        359

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                         (188)       (144)      (180)
   Other - net                                    14          (4)       (28)
NET CASH USED IN INVESTING ACTIVITIES           (174)       (148)      (208)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term debt                  (113)       (214)      (115)
   Issuance of long-term debt and       
    commercial paper                             161         148          8
   Dividends paid                                (83)        (51)       (65)
   Repayment of loans on corporate       
    owned life insurance                         (32)          -          -
   Other - net                                     1           1          5
                                                 (66)       (116)      (167)
NET CASH USED IN FINANCING ACTIVITIES:
INCREASE (DECREASE) IN CASH                 
 AND CASH EQUIVALENTS                             (4)          1        (16)
CASH AND CASH EQUIVALENTS,                   
 THE BEGINNING OF YEAR                             4           3         19  
CASH AND CASH EQUIVALENTS,    
 END OF YEAR                                  $    -     $     4    $     3  

Supplemental disclosures of cash flow
 information
   Cash paid during the year:                
     Interest, net of amounts capitalized     $   60     $    63    $    71
  Income taxes                                   139         133         96
  
The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

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 currently 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 1999, PGE's service area population was approximately
1.5 million, comprising  about  44%  of  the state's population and serving
approximately 719,000 customers.

On November 8, 1999, Enron announced that  it  had  entered into a purchase
and  sale  agreement to sell PGE to Sierra Pacific Resources  (Sierra)  for
$2.1 billion,  comprised  of  $2.02  billion  in cash and the assumption of
Enron's approximately $80 million merger payment  obligation.  The proposed
transaction, which is subject to regulatory approval,  is expected to close
in late 2000.

On January 18, 2000, Sierra filed with the OPUC an application  to  acquire
PGE.   On  February  3,  2000,  Sierra filed with the SEC an application to
acquire PGE and also to become a registered public utility holding company.

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 accounting
principles  generally  accepted  in the United States.  In addition,  PGE's
accounting policies are in accordance  with  the  requirements and the rate
making  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.

<PAGE>

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.  PGE and
the BPA reached a new agreement in September  1998,  which will continue to
provide benefits to PGE's residential and small farm customers  through  at
least June 30, 2001.

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 4.2% in 1999 and 4.3% in 1998 and 1997.

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  exercised  its  option  to  purchase  six  leased  combustion  turbine
generators at the Beaver generating plant for approximately $37 million  at
the  August  1999 termination of the lease.  No gain or loss was recognized
on this transaction.

ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION (AFDC)
AFDC represents  the  pre  tax 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 rate used by PGE was 5.3%.

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.

REGULATORY ASSETS AND LIABILITIES
The  Company  is  subject  to  the  provisions  of  Statement  of Financial
Accounting Standards (SFAS) No. 71,  "Accounting for the Effects of Certain
Types  of Regulation".  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 normally be reflected in income but through  the  rate making process
ultimately will be refunded to customers. Regulatory assets and liabilities
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.

<PAGE>

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


                                                     1999         1998
                                                   (millions of dollars)
Unamortized regulatory assets:
  Trojan-related                                     $398         $438
  Income taxes recoverable                            165          165
  Debt reacquisition costs                             23           25
  Conservation investments - secured                   61           64
  Energy efficiency programs                           22           21
  Miscellaneous                                        22           18
                 Total                               $691         $731
Unamortized regulatory liabilities:
  Deferred gain on SCE termination                   $ 81         $ 92
  Merger payment obligation                            88           96
  Miscellaneous                                        28           49
                 Total                               $197         $237

As of December  31, 1999, 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 1999, the Company estimates that it will collect
substantially all of its regulatory assets within the next 12 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 6.91% Conservation Bonds collateralized by
OPUC-assured future revenues.   These  bonds  provide  savings to customers
while  granting  PGE  immediate  recovery  of  its prior energy  efficiency
program  expenditures.   Revenues collected from customers  fund  the  debt
service obligation on the  conservation  bonds.   At December 31, 1999, the
outstanding balance on the bonds was $61 million.

DEFERRED GAIN ON SOUTHERN CALIFORNIA EDISON COMPANY  (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).   The  gain  is  being
recognized in income consistent with current rate making treatment.

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.

<PAGE>

NOTE 2 - EMPLOYEE BENEFITS

PENSION AND OTHER POST-RETIREMENT PLANS
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.  The plan's assets are held in
a trust.

PGE also participates in non-contributory post-retirement health  and  life
insurance  plans  ("Other  Benefits" below).  Employees are covered under a
Defined  Dollar Medical Benefit  Plan  which  limits  PGE's  obligation  by
establishing  a  maximum contribution per employee.  Contributions are made
to a voluntary employee's beneficiary association to fund these plans.

The following table  provides a reconciliation of the changes in the plans'
benefit obligations and  fair  value  of  plans' assets, a statement of the
funded  status,  and  components  of  net  periodic   pension  expense  (in
millions):        
                                  PENSION BENEFITS           OTHER BENEFITS
                                 1999           1998        1999        1998

RECONCILIATION OF BENEFIT 
 OBLIGATION:
Obligation at January 1          $284           $254       $  29       $  26
Service cost                        8              7           1           0
Interest cost                      20             18           2           2
Plan amendments                     6              -           -           -
Curtailments(a)                    (8)             -           -           -
Participants' contributions         -              -           -           1
Actuarial loss (gain)             (25)            18          (1)          2
Benefit payments                  (18)           (13)         (2)         (2)
Obligation at December 31        $267           $284       $  29       $  29

RECONCILIATION OF FAIR VALUE OF PLAN ASSETS:
Fair value of plan assets       
  at January 1                   $401           $375       $  33       $  32
Actual return on plan assets       55             38           3           1
Participants' contributions         -              -           1           1
Company contributions               1              1           -           1
Benefit payments                  (18)           (13)         (2)         (2)
Fair value of plan assets at 
  December 31                    $439           $401       $  35       $  33

FUNDED STATUS:
Funded status at December 31     $172           $117        $  6       $  4
Unrecognized transition (asset)    (9)           (11)          4          4
Unrecognized prior service cost    13             11           2          2
Unrecognized gain                (162)          (117)        (13)       (10)
Prepaid Pension Cost            $  14           $  0        $ (1)      $  0

ASSUMPTIONS:
Discount rate used to calculate 
  benefit obligation             7.75%          6.75%       7.75%      6.75%
Rate of increase in future 
  compensation levels       4.0 - 9.5%       4.0-9.5%    4.0-9.5%   4.0-9.5%
Long-term rate of return 
  on assets                      9.00%          9.00%       9.50%      9.50%

COMPONENTS OF NET PERIODIC PENSION EXPENSE:
Service cost                   $    8          $    7     $    1     $    1
Interest cost  on benefit 
  obligation                       20              18          2          2
Expected return on plan assets    (31)            (28)        (2)        (2)
Amortization of transition asset   (2)             (2)         -          -
Amortization of prior service 
  cost                              1               1          -          -
Recognized gain                    (3)             (3)        (1)        (1)
Effect of curtailment(a)           (5)              -          -          -
Net periodic pension 
  (benefit)                    $  (12)         $   (7)    $    0     $    0

(a).  Represents one-time nonrecurring event associated with certain union
employees ceasing participation in the pension plan as a result of union 
negotiations.

<PAGE>

Included in the above Pension Benefits amounts are the unfunded obligations
for the supplemental executive retirement plan.  At December  31,  1999 and
1998, respectively, the projected benefit obligation for this plan was  $12
million and $13 million.

For measurement purposes, a 10.0% annual rate of increase in the per capita
cost  of  covered  health care benefits was assumed for 2000.  The rate was
assumed to decrease  .5%  per year to 5.0% in 2010 and remain at that level
thereafter.  Assumed health care cost trend rates have a significant effect
on the amounts reported for  the health care plans.  A one-percentage point
change in assumed health care  cost  trend  rates  would have the following
effects (in millions):

                                        1-Percentage          1-Percentage
                                            POINT                 POINT
                                          INCREASE              DECREASE
Effect  on  total  of service and  
 interest cost components                   $0.1                 $(0.1)
Effect on post-retirement benefit 
 obligation                                 $0.8                 $(0.8)


DEFERRED COMPENSATION
PGE  provides  certain employees with benefits under an unfunded Management
Deferred Compensation  Plan  (MDCP).   Obligations  for  the  MDCP were $34
million and $29 million at December 31, 1999 and 1998, respectively.

EMPLOYEE STOCK OWNERSHIP PLAN
PGE participated in the PGH Retirement Savings Plan through June  30, 1999.
On July 1, 1999, the plan merged into the Enron Savings Plan  and PGE
continued  participation.   The  successor  plan includes an Employee Stock
Ownership Plan (ESOP).  One-half of employee contributions up to 6% of base
pay  are matched by employer contributions in  the  form  of  Enron  common
stock.

ALL EMPLOYEE STOCK OPTION PLAN
Enron stock options were granted to PGE employees on December 31, 1997. The
options  were  granted  at  the  fair value of the stock at the date of the
grant.  One-third of the options vested  in 1998, one-third vested in 1999,
and one-third will vest in 2000.  PGE pays Enron the estimated value of the
shares vesting each year.  The fair value of shares that vested in 1999 and
1998 were $4 million and $5 million, respectively.   It  is  estimated that
shares  valued  at  $4  million will vest in 2000.  The value is calculated
using the Black-Scholes option-pricing model.

<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):

                                            1999       1998       1997
Income Tax Expense
  Currently payable
    Federal                                $  78      $  75       $114
    State and local                           16         13         14
                                              94         88        128
Deferred income taxes
    Federal                                   (1)        (1)       (45)
    State and local                            2         (1)        (9)
                                               1         (2)       (54)
                                              
Investment tax credit adjustments             (4)        (4)        (4)

                                           $  91      $  82      $  70

Provision Allocated to:
   Operations                              $  84      $  81      $  83
   Other income and deductions                 7          1        (13)    
                                                               
                                           $  91      $  82      $  70
Effective Tax Rate Computation:
Computed tax based on statutory federal 
income tax ratesapplied to income before 
income taxes                               $  77      $  77      $  69
Flow through depreciation                      7          4          6
State and local taxes - net                   11          7         13
State of Oregon refund                         -          -         (9)
Investment tax credits                        (4)        (4)        (4)

Excess deferred tax                           (1)        (1)        (1)

Other                                          1         (1)        (4)
                                           $  91      $  82      $  70

Effective tax rate                          41.5%      37.5%      35.7%

<PAGE>

As  of December 31, 1999 and 1998,  the  significant  components  of  PGE's
deferred  income  tax  assets  and liabilities were as follows (millions of
dollars):

                                   1999       1998
DEFERRED TAX ASSETS
Depreciation and amortization     $  24      $  27
SCE termination payment              36         42
Other regulatory liabilities         15         14
Employee fringe benefits             15         15
Other                                 5          4
                                     95        102

DEFERRED TAX LIABILITIES
Depreciation and amortization     $(356)     $(378)
Price risk management                (9)        (9)
Trojan abandonment                  (55)       (56)
Other regulatory assets             (16)        (3)
Other                               (10)        (7)
                                   (446)      (453)
Total                             $(351)     $(351)

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

<PAGE>

NOTE 4 - COMMON AND PREFERRED STOCK



                      COMMON STOCK CUMULATIVE PREFERRED
                          
                          NUMBER    $3.75 PAR   NUMBER    NO- PAR   PAID-IN
(millions of dollars     OF SHARES    VALUE    OF SHARES   VALUE    CAPITAL
except share amounts)

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

December 31, 1998       42,758,877      160     300,000       30      480

December 31, 1999       42,758,877      160     300,000       30      480

CUMULATIVE PREFERRED STOCK
PGE  has authorized 30 million shares of cumulative preferred stock, no par
value; there are 300,000 shares of the 7.75% series outstanding.  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.

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 is the sole shareholder of  PGE common stock.  PGE is restricted from
paying dividends or making other distributions  to Enron 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.

<PAGE>

NOTE 5 - CREDIT FACILITIES AND DEBT

At December 31,  1999,  PGE  had  committed  lines  of credit totaling $300
million.  Credit lines of $200 million, with an annual fee of 0.10%, expire
in July 2000; credit lines of $100 million, with an annual  fee  of 0.125%,
expire  in  August  2000.   These  lines  of  credit,  which do not require
compensating  cash  balances,  are  used  primarily  as  backup   for  both
commercial  paper  and  borrowings  from commercial banks under uncommitted
lines of credit.

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.

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

                                                1999         1998
                                              (millions of dollars)
AS OF YEAR-END
  Aggregate short-term debt outstanding
    Commercial paper                            $266         $105
  Weighted average interest rate*                                       
    Commercial paper                             6.1%         5.2%
    
    Committed lines of credit                   $300         $200

FOR THE YEAR ENDED:
  Average daily amounts of short-term
    debt outstanding
    Commercial paper                            $162         $113
  Weighted daily average interest rate*
    Commercial paper                             5.5%         5.4%
  Maximum amount outstanding during the year    $266         $144
                
* Interest rates exclude the effect of commitment fees, facility fees 
and other financing fees.

<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.


Schedule of long-term debt at December 31            1999         1998
                                                   (millions of dollars)
First Mortgage Bonds
  Maturing 1999 - 2004  6.47% - 8.88%             $   170      $   219
  Maturing 2005 - 2008 7.15% - 9.07%                   68          113
  Maturing 2021 - 2023  7.75% - 9.46%                 160          170
                                                      398          502
Pollution Control Bonds
                                            
 Port of Morrow, Oregon, variable rate,    
 due 2013 &  2031 (Average rate 3.4% for 
  1999, 3.5% for 1998)                                  6            6
 Port of Morrow, Oregon, variable rate, 
   due 2031 & 2033 (4.60%  fixed  rate to 2003)         23           23
 City of Forsyth, Montana, variable rate, due 
  2033 (4.60%-4.75% fixed rate to 2003)                119          119
 Port of St. Helens, Oregon, variable  rate  due
  2010 & 2014 (4.80%  - 5.25% fixed rate to 2003)       47           47
 Port of St. Helens, Oregon, due 2014 (7.13%         
  fixed rate)                                            5            5
                                                       200          200

Other
  8.25% Junior Subordinated Deferrable Interest 
   Debentures, due December 31, 2035                    75           75
  6.91% Conservation Bonds maturing monthly to 2006     61           68
  Capital lease obligations                              -            1
  Unamortized debt discounts                            (1)           -
                                                       135          143
                                                       733          846

 Long-term debt due within one year                    (32)        (102)
 Total long-term debt                              $   701      $   744

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

                                2000     2001    2002    2003    2004
  Maturities:
    PGE                          $32      $53     $23     $49     $55

<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 instrument 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.

INTEREST RATE SWAPS - At December  31,  1998, PGE had entered into interest
rate swap agreements with a notional principal  amount  of  $142 million to
manage  interest  rate  exposure.   In  March  1999,  PGE  cancelled  these
agreements; the amount received at cancellation was not material.

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

                                                   1999             1998
                                              Carrying Fair     Carrying Fair
                                               Amount  Value     Amount  Value
Preferred stock subject to mandatory
redemption                                    $ 30     $ 32      $ 30    $ 35

Long-term debt including 
  current maturities                          $734     $714      $845    $892

Interest rate swaps in net
receivable position                           $  -     $  -      $  -    $  1

<PAGE>

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
$15 million annually in  2000  through  2004  and  $107  million  over  the
remaining  years of the contracts.  PGE's capacity payments amounted to $16
million in 1999  and 1998, and $16 million in 1997.  These contracts expire
at varying dates from  2001  to  2015.   PGE has the right to assign unused
capacity to other parties.

PURCHASE COMMITMENTS
Certain commitments have been made related  to capital expenditures planned
for 2000.  Obligations related to these expenditures  totaled $8 million as
of  December  31,  1999.   Cancellation of these purchase agreements  could
result in cancellation charges.  In addition, PGE is committed to its hydro
relicensing efforts, and has certain obligations related to these projects.

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):


                         ROCKY   PRIEST                          PORTLAND
                         REACH   RAPIDS    WANAPUM     WELLS     HYDRO
Revenue bonds 
 outstanding at 
 December 31, 1999       $229    $169       $186        $183      $  33

PGE's current share of:
  Output                 12.0%   13.9%      18.7%       20.3%       100%
                             
Net capability 
(megawatts)               154     131        194         171         36

Annual cost, including debt service:
 1999                    $  6    $  4       $  6        $  6       $  4
 1998                       6       4          6           6          4
 1997                       7       3          4           6          4
Contract expiration 
  date                   2011    2005       2009        2018       2017

PGE's   share   of   debt   service  costs,  excluding  interest,  will  be
approximately $6 million for  2000,  $7  million  for 2001 through 2002, $8
million  for 2003, and $7 million for 2004.  The minimum  payments  through
the remainder of the contracts are estimated to total $66 million.

PGE has entered  into  long-term  contracts  to  purchase  power from other
utilities in the region.  These contracts will require fixed payments of up
to $20 million in 2000 and $19 million in 2001 through 2003.     After that
date,  capacity  contract  charges will average $19 million annually  until
2016.  Long-term contract payments  amounted  to  $22  million in 1999, $22
million in 1998, and $23 million in 1997.

<PAGE>

LEASES
PGE  has  operating  lease  arrangements  for  its  headquarters   complex,
coal-handling  facilities  and  certain  railroad cars for Boardman.  PGE's
aggregate rental payments charged to expense  totaled  $24 million in 1999,
$23 million in 1998, and $24 million in 1997.

Future minimum lease payments under non-cancelable leases  are  as  follows
(millions of dollars):


           YEAR ENDING           OPERATING LEASES
           DECEMBER 31       (NET OF SUBLEASE RENTALS)
              2000                    $ 20
              2001                      20
              2002                      10
              2003                      10
              2004                      10
         Remainder                     157
         Total                        $227

Included in the future  minimum  operating lease payments schedule above is
approximately $109 million for PGE's headquarters complex.

NOTE 8 - PROPERTY DIVIDEND

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) to Enron in the
form of a special non-cash dividend.


NOTE 9 - JOINTLY OWNED PLANT

At December 31, 1999, PGE had the following investments in jointly owned
generating plants (millions of dollars):

                               MW          PGE %      PLANT        ACCUMULATED
FACILITY   LOCATION     FUEL   CAPACITY    INTEREST   IN SERVICE   DEPRECIATION
Boardman   Boardman,OR  Coal     561        65.0      $381         $221
Colstrip 
 3&4       Colstrip,MT  Coal   1,556        20.0       455          250

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.

<PAGE>

NOTE 10 - LEGAL MATTERS

TROJAN INVESTMENT  RECOVERY - On June 24, 1998, the Oregon Court of Appeals
ruled that the OPUC  does  not have the authority to allow PGE to recover a
rate of return on its undepreciated  investment  in  the  Trojan generating
facility.  The court upheld the OPUC's authorization of PGE's  recovery  of
its undepreciated investment in Trojan.

The Court of Appeals decision was a result of combined appeals from earlier
circuit  court rulings.  In April 1996, a Marion County Circuit Court judge
ruled 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 upholding the OPUC's authority.  The  1996  ruling  was
the result of an appeal of PGE's 1995 general rate order, which granted PGE
recovery of, and a return on, 87% of its remaining investment in Trojan.

On  August  26, 1998, PGE and the OPUC filed a petition for review with the
Oregon Supreme Court, supported by amicus briefs filed by three other major
utilities seeking  review  of  that  portion of the Oregon Court of Appeals
decision relating to PGE's return on its undepreciated investment in Trojan

Also on August 26, 1998, the Utility Reform  Project  filed  a petition for
review with the Oregon Supreme Court seeking review of that portion  of the
Oregon  Court  of  Appeals  decision  relating  to  PGE's  recovery  of its
undepreciated investment in Trojan.

On  April  29,  1999,  the  Oregon Supreme Court accepted the petitions for
review of the June 24, 1998, Oregon Court of Appeals decision.

On  June  16,  1999,  Oregon's  governor  signed  Oregon  House  Bill  3220
authorizing the OPUC to allow recovery  of  a  return  on the undepreciated
investment  in property retired from service.  One of the  effects  of  the
bill  is to affirm  retroactively  the  OPUC's  authority  to  allow  PGE's
recovery  of  a  return  on  its  undepreciated  investment  in  the Trojan
generating facility.

Relying on the new legislation, on July 2, 1999, the Company requested  the
Oregon  Supreme  Court  to  vacate the June 24, 1998, adverse ruling of the
Oregon  Court  of Appeals and affirm  the  validity  of  the  OPUC's  order
allowing PGE to recover a return on its undepreciated investment in Trojan.
The Utility Reform Project and the Citizens Utility Board, another party to
the proceeding,  opposed  such  request  on  the  ground that an effort was
underway  to  gather  sufficient  signatures  to  place  on  the  ballot  a
referendum  to negate the new legislation; such effort by the  referendum's
sponsors was successful and the referendum will appear on the November 2000
ballot.  The Oregon Supreme Court has stated it will hold its review of the
Court of Appeals decision in abeyance until after the election.

At December 31,  1999,  PGE's  after-tax  Trojan  plant investment was $147
million.  PGE is presently collecting annual revenues  of approximately $18
million,  representing  a return on its undepreciated investment.   Revenue
amounts reflecting a recovery  of a return on the Trojan investment decline
through the recovery period, which ends in the year 2011.

Management believes that the ultimate  outcome of this matter will not have
a  material  adverse  impact on the financial  condition  of  the  Company.
However, it may have a  material  impact on the results of operations for a
future reporting period.

OTHER LEGAL MATTERS - PGE is party  to  various other claims, legal actions
and complaints arising in the ordinary course  of  business.   These claims
are not considered material.

<PAGE>

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.  Transition  costs associated with operating
and maintaining the spent fuel pool and securing  the  plant  until fuel is
transferred  to  dry  storage  will  be paid from current operating  funds.
Delays have extended the expected completion  date of transferring the fuel
to dry storage through 2002.

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
from the $351 million  estimated in 1994 is a lower inflation rate, coupled
with the acceleration of  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  2004,  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 the 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 1999 dollars, the decommissioning
cost estimate is $297 million.

TROJAN DECOMMISSIONING LIABILITY
    (millions of dollars)

Estimate - 12/31/94                     $351
Updates filed with NRC - 11/16/95          7
Updates filed with OPUC - 12/01/97       (19)
                                         339
Expenditures through 12/31/99           (114)
Liability - 12/31/99                     225
Transition costs                           9
Total Trojan obligations                $234


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 1999 to cover
the costs of general decommissioning  and  activities  in  support  of  the
independent  spent  fuel  storage  installation  and the reactor vessel and
internals  removal  project.   Decommissioning  funds   are   invested   in
investment-grade  preferred  stock,  tax-exempt  bonds,  and  U.S. Treasury
bonds.  Due to an increase in market interest rates during 1999, the market
value  of trust investments declined, resulting in no investment  gain  for
the year.  Year-end balances are valued at market.

DECOMMISSIONING TRUST ACTIVITY
   (millions of dollars)

                        1999      1998
Beginning Balance       $72       $84
  Activity
    Contributions        14        14
    Gain                  0         4
  Disbursements         (44)      (30)

   Ending Balance       $42       $72


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.

<PAGE>

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  0.1<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.

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
seven 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 $158 million level.

NOTE 12 - RELATED PARTY TRANSACTIONS

As  part  of its ongoing operations, PGE receives management services  from
Enron  and  provides  incidental  services  to  Enron  and  its  affiliated
companies.  In  1999,  approximately  $23  million  was  paid  to Enron for
allocated overhead and other direct costs, including PGE's $4 million share
of the Employee Stock Option Plan.  In 1998, PGE paid $17 million  to Enron
for  management  services, including $5 million for employee stock options;
in 1997, PGE paid $2 million to Enron for management services.

In 1999, PGE entered  into  an  agreement  to transfer corporate owned life
insurance investments, totaling $21 million,  to  an  Enron affiliate.  PGE
accrues  interest  on the accounts receivable balance at  9.5  percent  per
annum.  In 1998, PGE had $18 million in accounts receivable from affiliates
related to income tax settlements.

<PAGE>

                  QUARTERLY COMPARISON FOR 1999 AND 1998 (UNAUDITED)
                  
                       MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31   TOTAL
                                            (MILLIONS OF DOLLARS)
1999
Operating revenues       $299      $294         $408          $377       $1,378 
Net operating income       58        40           39            53          190
Net income                 45        26           24            33          128
Income available for
  common stock             44        25           24            33          126
                                                                  
1998
Operating revenues       $314      $260         $274          $328       $1,176
Net operating income       52        42           41            65          200
Net income                 37        24           26            50          137
Income available for
  common stock             36        25           25            49          135




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


None.

<PAGE>


                                 PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE REGISTRANT (*)


JAMES V. DERRICK, JR., age 55                     Director since 1997
 Mr. Derrick has served  as Executive Vice President and General Counsel of
 Enron since July, 1999 and  as  Senior  Vice President and General Counsel
 from  June 1991 until July 1999.  Prior to  joining  Enron  in  1991,  Mr.
 Derrick  was  a partner at the law firm of Vinson & Elkins L.L.P. for over
 13 years.

PEGGY Y. FOWLER, age 48                           Director since 1998
 Ms. Fowler has  served  as  President of Portland General Electric Company
 since  1997.   Served as Executive  Vice  President  and  Chief  Operating
 Officer of Portland  General  Electric from November, 1996 until appointed
 to current position.  Ms. Fowler  also  serves on the boards of George Fox
 University, Goodwill Industries, Legacy Health  System,  and  Life Wise, A
 Premera Health Plan, Inc.

KEN L. HARRISON, age 57                           Director since 1987
 Mr.  Harrison  serves  as  a  Director  of  Enron and has served  as
 Chairman and Chief Executive Officer of Portland  General Electric Company
 since 1988.  Mr. Harrison is also a Director of Enron Broadband Services.

KENNETH L. LAY, age 57                            Director since 1997
 Mr. Lay has served as Chairman of the Board and Chief Executive Officer of
 Enron since February, 1986.   Mr. Lay is also a Director  of Eli Lilly and
 Company,  Compaq  Computer  Corporation,  EOTT  Energy Corp. (the  general
 partner of EOTT Energy Partners, L.P.), Azurix Corp., and Trust Company of
 the West.

JEFFREY K. SKILLING, age 46                       Director since 1997
 Since  January  1, 1997, Mr. Skilling has served as  President  and  Chief
 Operating Officer of Enron.  From June, 1995 until December, 1996, he
 served as Chief Executive  Officer  and  Managing  Director of Enron North
 America Corp. ("ENA").  From August, 1990 until June,  1995,  Mr. Skilling
 served  ENA in a variety of senior managerial positions.  Mr. Skilling  is
 also a director  of  Azurix  Corp.,  Aquarion  Company, TECO Energy, Inc.,
 Hubbell, Inc., The Weir Group, PLC and Catalytica Inc.


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

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (*)


NAME             AGE  Business Experience
Ken L. Harrison  57   Appointed  to  current  position  of  Chairman  and Chief
Chairman and          Executive Officer on December 7, 1988.
Chief Executive
Officer


Peggy Y. Fowler  48   Appointed  to  current position on June 24, 1997.  Served
President and         as  Executive Vice President and Chief Operating Officer,
Chief Operating       PGE  from  November,  1996  until  appointed  to  current
Officer               position.   Served  as  Senior  Vice  President, Customer
                      Service and Delivery from September, 1995 until November,
                      1996.   Served  as Vice President, Distribution and Power
                      Production from January, 1990 to September, 1995.


Alvin L. Alexanderson
Senior Vice      52   Appointed  to  current  position  on  December  12, 1995.
President, General    Served  as  Vice  President, Rates and Regulatory Affairs
Counsel and           from February, 1991 until appointed to current position.
Secretary


Frederick D. Miller
Senior Vice      57   Appointed  to  current  position  on  November  5,  1996.
President             Served  as  Vice  President, Public Affairs and Corporate
Public Policy and     Services from  October  until November, 1996.  Served as
Administrative        Director  of  Executive Department, State of Oregon, from
Services              1987 until October, 1992.


Walter E. Pollock       
Senior Vice      57   Appointed  to  current  position  on  October  14,  1997.
President             Served  as  Vice  President,  Enron Capital and Trade and
Power Supply          Senior Vice President, First Point Utility Solutions from
                      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.


Arleen N. Barnett
Vice President   47   Appointed  to  current  position  on  February  1,  1998.
Human Resources       Served  as Manager, Generating Division from 1987 to 1989
                      and Manager,  Human Resources Operations from 1989 until
                      appointed to current position.
         

David K. Carboneau
Vice President   53   Appointed  to  current position in October, 1998.  Served
Retail Services       as  President  of  First  Point  Utility  Solutions until
                      appointed to current position.  Served as Vice President,
                      Utility Service 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.


Stephen R. Hawke 
Vice President   50   Appointed to current position on July 1, 1997.  Served as
Delivery System       General  Manager,  System  Planning and Engineering until
Planning and          appointed   to  current  position.   Served  as  Manager,
Engineering           Response and Restoration from May, 1993 until May, 1995.

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (*) - CONTINUED

NAME             AGE  Business Experience
Ronald W. Johnson 
Vice President   49   Appointed to current position  May 1, 1999.  Joined PGE's
Deputy General        Legal Department in 1977.  In 1989 became Deputy General
Counsel and           Counsel, managing the Legal Department.
Assistant Secretary


Pamela G. Lesh 
Vice President   43   Appointed to current position on December 31,1998. Served
Rates and             as Vice President, Strategy  and  Product Management with
Regulatory            ConneXt Corp. of Seattle  since  June,  1997.  Previously
Affairs               served at PGE as  Vice  President,  Rates  and Regulatory
                      Affairs from November, 1996  to  June,  1997.   Served as
                      Director, Regulatory Policy, from August, 1989 to 
                      October, 1996.


Joe A. McArthur 
Vice President   52   Appointed to current position on July 1, 1997. Served as
Substation and        Manager of Western Region from May, 1996 until appointed 
Line Crew             to current position.  Served as Manager, System Planning 
Operations            from May, 1995 to May, 1996.  Served as Commercial and 
                      Industrial Market Manager from 1993 to 1995.


James J. Piro 
Vice President   47   Appointed  to current position on February 23, 1998.  
Business              Served as  General  Manager,  Planning  Support  and  
Development           Analysis from November, 1992 until appointed to current 
                      position.

Stephen  M. Quennoz 
Vice President   52   Appointed  to current position in October, 1998.  Joined
Nuclear and           PGE in 1991 and held the position of Trojan Site  
Thermal               Executive  and Plant General Manager since 1993.
Operations


Christopher D. Ryder 
Vice President   50   Appointed to current position on July 1, 1997.  Served as
Customer Service      General Manager, Customer Services and Southern Region
Delivery              Operations from 1996 until appointed to current position.
                      Served as General Manager, Customer Services, Marketing 
                      and Sales from 1992 to 1996.

 
Carl B. Talton 
Vice President   55   Appointed to current position May 1, 1999.  Joined PGE in
Government            July, 1998 as Director of Economic Development.  Prior to
Affairs and           that worked 25 years for PacificCorp, where he held 
Economic              several management positions.
Development



Mary K. Turina 
Vice President,  32   Appointed to current position on September 1,1999. Served
Finance               as Controller, Chief Accounting Officer, Treasurer, and
Chief Financial       Principal Financial Officer from May, 1999 to September,
Officer and           1999.  Served as Controller and Assistant Treasurer from
Treasurer             July, 1998 to May, 1999.  Served as Manager  of  Risk
                      Management, Reporting and Control from March, 1996 to 
                      July, 1998.  Served as Senior Business Analyst from 
                      1991 to 1996.


(*)  Officers are listed as of February 29, 2000, they are elected for one-
     year terms or until their successors are elected and qualified.

<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION


                      Summary Compensation Table

The following  indicates total compensation earned for the years ended
December 31, 1999,  1998,  1997 by the Chief Executive Officer and the
four most highly compensated executive officers of PGE.
                                      
                                                  Long-Term
                    Annual Compensation          Compensation
                                                  Restricted      All Other
                                                    Stock
Name and Principal 
 Position                  Year  Salary(1)  Bonus(2)  Awards(3)  Compensation(4)
                                                                 
Ken L. Harrison (5)        1999 $244,163     $      -  $      -       $28,959
  Chairman,                1998  206,799      183,200   705,483        12,050
  Chief Executive          1997  243,570      236,592   204,755        68,051
  Officer                                        
  
Peggy Y. Fowler            1999  267,502      400,000         -        16,646
  President and Chief      1998  246,664      300,000   200,004        17,443
  Operating Officer        1997  230,000      160,000   230,185        29,406
  
Walter E. Pollock (6)      1999  189,697      200,000         -         6,575
  Senior Vice President,   1998  176,191      140,000    75,037         5,664
  Power Supply             1997   37,500       24,000         -           826

Frederick D. Miller        1999  197,708      200,000         -        12,757
  Senior Vice President,   1998  181,684      150,000    68,760        10,233
  Public Policy and        1997  175,020      105,000         -        48,906
  Administrative Services

James J. Piro              1999  169,089      110,000         -         5,874
   Vice President,         1998  157,535      128,063    50,043         5,081
   Business Development    1997  131,352      140,000         -         7,743

(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)  Bonuses  include amounts, if any, converted to  stock  options  and  for
     phantom stock at the election of the officer.

(3) Restricted stock awards are valued at the closing price of $20.7188 per
   share of Enron  common  stock  for  the July 1, 1997 grant, which
   vested  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 awarded to Mr. Harrison  on  October 12, 1998 is valued
   at the $25.4688 per share closing price of Enron  common stock on
   that  date;  one-third of the shares vest on January 31 of each  of  the
   next three years,  beginning in 1999.  Restricted stock awarded to other
   officers was granted  December  31,  1998, and is valued at the $28.5313
   per  share  closing price of Enron common  stock  on  that  date.
   Aggregate restricted  stock  holdings listed below (including any annual
   bonus converted to Phantom stock)  are valued at $44.3750 per share, the
   closing price of the Enron  common stock on December 31, 1999.


                         AGGREGATE RESTRICTED STOCK HOLDINGS
                    
                       AGGREGATE SHARES (#)        VALUE
Ken L. Harrison            103,886              $4,609,941
Peggy Y. Fowler             21,536                 955,660
Walter E. Pollock            4,204                 186,553
Frederick D. Miller          6,340                 281,338
James J. Piro                2,244                  99,578

<PAGE>

(4)  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 are amounts for 1999:

                     Split      Dollar                       
                    Dollar    Value of   Contributions    Above Market
                 Insurance        Life      to 401 (k)     Interest on 
                  Premiums   Insurance            MDCP            MDCP     Total
Ken L. Harrison     $  512     $    -           $3,400         $25,047   $28,959
           
Peggy Y. Fowler        480      6,012            5,828           4,326    16,646

Walter E. Pollock        -          -            5,382           1,193     6,575

Frederick D. Miller    675          -            5,690           6,392    12,757

James J. Piro            -          -            4,797           1,077     5,874


(5)  Mr. Harrison also served as an executive officer  of Enron until July 1,
     1999.  The compensation shown represents the amount allocated to PGE.

(6)  Mr. Pollock became a PGE employee October 1997.

The following lists information concerning options to  purchase  shares  of
Enron  common  stock that were exercised by the officers named above during
1999 and the total  options  and  their  value held by each at December 31,
1999.


<TABLE>                    
<CAPTION>

                    Aggregate Stock Options/SAR Exercised During 1999
                    and Stock Options/SAR Values at December 31, 1999

<S>                 <C>               <C>               <C>           <C>              <C>           <C>            
                     Shares Acquired    Value           Exercisable   Unexercisable    Exercisable   Unexercisable    
                     on Exercise        Realized           Shares          Shares         Amount          Amount
<S>                 <C>               <C>                <C>          <C>            <C>            <C>

Ken L. Harrison      154,000          $4,370,894         660,272       1,098,628     $9,680,058     $13,623,195

Peggy Y. Fowler       21,274             500,211          19,316          40,586        337,843         840,649

Walter E. Pollock     25,520             477,126          28,476          11,224        603,915         220,610

Frederick D. Miller   20,234             264,676          16,425          22,461        347,479         490,202

James J. Piro              -                   -          78,774          17,640      2,139,891         415,443

</TABLE>



<PAGE>

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.

          Pension Plan Table
  Estimated Annual Retirement Benefit
     Straight-Life Annuity, Age 65
                         
                                     
Final Average       Years of Service    
  Earnings        15         20         25+
$ 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


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, from the Pension Plan.   In  addition  to  the  aforementioned  annual
retirement benefits, an additional temporary 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  following executive officers named in the table  are  participants  in
both plans  and  have  had  the  following number of service years with the
Company:  Ken L. Harrison, 24; Peggy Y. Fowler, 25; Frederick D. Miller, 7.
James J. Piro and Walter E. Pollock  are  not participants in the SERP, but
do participate in the Pension Plan.  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; Frederick D. Miller, 62.  Mr. Pollock and Mr. Piro are not participants
in the SERP.

EMPLOYMENT CONTRACTS
Ms. Fowler and Mr. 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 has a term of three years and expires 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) the minimum  salary  for  Ms.  Fowler  is  $230,000 and the
minimum salary for Mr. Miller is $175,000 per year; the minimum  guaranteed
annual  cash  incentive per year under such agreements is $115,000 for  Ms.
Fowler and $52,500 for Mr. Miller; (iv) Mr. Miller's agreements provide for
the grant of 50,000  options to purchase shares of Enron common stock while
Ms. Fowler's provides  for  60,000  options;  (v)  Mr.  Fowler's  agreement
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 

<PAGE>

pay which
will vest over a five year period;  (vi)  Ms.  Fowler's  and  Mr.  Miller's
agreements  provide  that the failure of PGE and the employee to extend  or
enter into a new agreement  for  two  years  will be treated as involuntary
termination; (vii) each agreement provides for  a  supplemental  retirement
benefit;  (viii)  each  agreement  provides  that  in  the  event  that the
severance  or  other  payments  payable under the agreement for involuntary
termination 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 until the amount of the last  gross  up  is less than one hundred
dollars; and (ix) each agreement includes a non-competition covenant.

Mr.  Pollock  entered  into an employment agreement effective  November  1,
1996.  The agreement extended  from  the  effective  date until November 1,
1999, and provides for the following:

1.  An initial base pay of $150,000.

2.  A guaranteed bonus of 33% of base pay paid in 1996 and 1997, and a bonus
    opportunity of 75% in 1998.

3.  A  grant  of  39,300  shares  of  PGC  stock under the Portland  General
    Corporation  amended  and  restated  1990 Long-Term  Master  Plan  which
    converted  to Enron common stock upon the  merger  and  vested  100%  on
    November 4, 1999.

4.  Remedy for breach  clause, which provides for a payment of one times Mr.
    Pollock's salary plus  target  incentive  award  if  his  employment  is
    terminated plus equivalent medical and dental coverage for 12 months for
    Mr. Pollock and his dependents.

5.  Noncompete and confidentiality clauses.

Mr. Piro entered into a retention agreement effective January 7, 1997.  The
agreement  extended  two  years from the date of the merger between PGC and
Enron and provided for the following:

1. No reduction of base pay during the agreement.

2. 12 months written notification prior to involuntary termination.

3. $10,000 plus one times Mr.  Piro's  base pay and target incentive in the
   event  of  a  breach of the agreement, where  a  breach  is  defined  as
   involuntary termination,  diminishment  of  status,  base  pay  or bonus
   opportunity  position and/or responsibilities or a requirement that  Mr.
   Piro relocate  outside  the Portland, Oregon geographic area without his
   written consent.  In addition  to  the payment, the company will provide
   Mr. Piro and his dependents with equivalent  medical and dental coverage
   for up to 12 months.

4. Noncompete and confidentiality clauses.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Management Development Committee of the Enron Board of
Directors  is  responsible  for  developing  and administering compensation
philosophy.  Salary increases, annual

<PAGE>

incentive awards and long-term incentive grants  are  reviewed  annually to
ensure  consistency  with Enron's total compensation philosophy.  In  1999,
PGE's Chairman and Chief  Executive  Officer, Ken L. Harrison, participated
in   those   deliberations  affecting  the  Company's   executive   officer
compensation.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT


PGE is a wholly owned subsidiary of Enron.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


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

<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, 1999
     Consolidated Statements of Retained Earnings for each of
       the three years in the period ended December 31, 1999
     Consolidated Balance Sheets at December 31, 1999 and 1998
     Consolidated Statement of Cash Flows for each of the three
       years in the period ended December 31, 1999
     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 66 of this report.

(B)  REPORT ON FORM 8-K
     None

<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 2, 2000                    By      /s/ Ken L. Harrison
                                             Ken L. Harrison
                                             Chairman 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.


/s/ Ken L. Harrison           Chairman and
    Ken L. Harrison           Chief Executive Officer        March 2, 2000


                              Vice President, Finance
/s/ Mary K. Turina            Chief Financial Officer        March 2, 2000
    Mary K. Turina            and Treasurer                              
   

/s/ Kirk M. Stevens           Controller and                 March 2, 2000
    Kirk M. Stevens           Assistant Treasurer                
                                                                 

 *James V. Derrick
 *Peggy Y. Fowler
 *Ken L. Harrison             Directors                      March 2, 2000
 *Kenneth L. Lay
 *Jeffrey K. Skilling


 *By   /s/ Mary K. Turina
      (Mary K. Turina, Attorney-in-Fact)

<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)].
       
       * 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)].
       
       * Bylaws  of  Portland General Electric Company as amended on May 1,
         1998 [Form 10-K  for  the  fiscal  year  ended  December 31, 1998,
         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-Fifth Supplemental Indenture  dated  May  1, 1995 [Form 10-Q
         for the quarter ended June 30, 1995, Exhibit (4)].

<PAGE>
                   
                   PORTLAND GENERAL ELECTRIC COMPANY AND
                               SUBSIDIARIES

                               EXHIBIT INDEX

  (4)
 CONT
         Other instruments, which define the rights  of holders of long-term 
         debt not required to  be  filed, herein, will be furnished upon 
         written request.

 (10)    MATERIAL CONTRACTS
            
       * Residential Purchase and Sale Agreement with the Bonneville Power
         Administration [Form 10-K forthe 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)].

<PAGE>
                   
                   PORTLAND GENERAL ELECTRIC COMPANY AND
                               SUBSIDIARIES

                               EXHIBIT INDEX

Number             Exhibit
 (10)
 CONT  * 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, 1997, Exhibit (10)].

       * Portland General Holdings, Inc. Outside Directors' Deferred 
         Compensation Plan, 1997 Restatement dated June 25, 1997 
         [Form 10-K for fiscal year ended December 31, 1997, Exhibit 10].
         
       * Portland General Holdings, Inc. Retirement Plan for Outside Directors, 
         1997 Restatement dated June 25, 1997 [Form 10-K for fiscal year ended  
         December 31, 1997, Exhibit 10].

       * Portland General Holdings, Inc. Outside Directors' Life Insurance 
         Benefit Plan, 1997 Restatement dated June 25, 1997 [Form 10-K for 
         fiscal year ended December 31, 1997, Exhibit 10].
  
         EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
      *  Portland  General  Holdings, Inc. Management Deferred Compensation 
         Plan,
         1997 Restatement dated  June  25, 1997  [Form 10-K for fiscal year 
         ended December 31, 1997, Exhibit 10].
 
      *  Portland General Holdings, Inc. Senior Officers Life Insurance Benefit
         Plan, 1997 Restatement Amendment No. 1 dated June 25, 1997 [Form 10-K
         for fiscal year ended December 31, 1997, Exhibit 10].
 
      *  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 [Form 10-K for fiscal year 
         ended December 31, 1997, Exhibit 10].

<PAGE>
                   
                   PORTLAND GENERAL ELECTRIC COMPANY AND
                               SUBSIDIARIES

                               EXHIBIT INDEX

Number   Exhibit
 (24)   POWER OF ATTORNEY
        Portland   General   Electric  Company  Power  of  Attorney  (filed
        herewith).

 (27)   FINANCIAL DATA SCHEDULE
        UT (Electronic Filing Only).

* Incorporated by reference as indicated.


Note:  The  Exhibits  furnished  to  the Securities and Exchange Commission
       with the Form 10-K will be supplied upon written request and payment
       of a reasonable fee for reproduction costs.  Requests should be sent
       to:
       
       Kirk M. Stevens
       Controller and Assistant Treasurer
       Portland General Electric Company
       121 SW Salmon Street, 1WTC0501
       Portland, OR 97204









<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, 1999, 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
<PERIOD-START>                     JAN-01-1999
<PERIOD-TYPE>                      YEAR
<FISCAL-YEAR-END>                  DEC-31-1999
<PERIOD-END>                       DEC-31-1999
<BOOK-VALUE>                       PER-BOOK
<TOTAL-NET-UTILITY-PLANT>          1,865
<OTHER-PROPERTY-AND-INVEST>          318
<TOTAL-CURRENT-ASSETS>               267
<TOTAL-DEFERRED-CHARGES>             717
<OTHER-ASSETS>                         0
<TOTAL-ASSETS>                     3,167
<COMMON>                             160
<CAPITAL-SURPLUS-PAID-IN>            480
<RETAINED-EARNINGS>                  401
<TOTAL-COMMON-STOCKHOLDERS-EQ>     1,041
<PREFERRED-MANDATORY>                 30
<PREFERRED>                            0
<LONG-TERM-DEBT-NET>                 701
<SHORT-TERM-NOTES>                     0
<LONG-TERM-NOTES-PAYABLE>              0
<COMMERCIAL-PAPER-OBLIGATIONS>       266
<LONG-TERM-DEBT-CURRENT-PORT>         32
<PREFERRED-STOCK-CURRENT>              0
<CAPITAL-LEASE-OBLIGATIONS>            0
<LEASES-CURRENT>                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>     1,097
<TOT-CAPITALIZATION-AND-LIAB>      3,167
<GROSS-OPERATING-REVENUE>          1,378
<INCOME-TAX-EXPENSE>                  84
<OTHER-OPERATING-EXPENSES>         1,104
<TOTAL-OPERATING-EXPENSES>         1,188
<OPERATING-INCOME-LOSS>              190
<OTHER-INCOME-NET>                     7
<INCOME-BEFORE-INTEREST-EXPEN>
       197
<TOTAL-INTEREST-EXPENSE>              69
<NET-INCOME>                         128
<PREFERRED-STOCK-DIVIDENDS>            2
<EARNINGS-AVAILABLE-FOR-COMM>        126
<COMMON-STOCK-DIVIDENDS>              81
<TOTAL-INTEREST-ON-BONDS>             54
<CASH-FLOW-OPERATIONS>               236
<EPS-BASIC>                          0
<EPS-DILUTED>                          0




</TABLE>



                            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,  1999,  with  the Securities and Exchange  Commission,  the
undersigned director(s) of the  Company  hereby  constitute  and  appoint
Alvin  L.  Alexanderson  and  Mary  K. Turina, 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  or 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.

Effective as of February 28, 2000.



_/S/ JAMES V. DERRICK, JR. ______  _/S/ PEGGY Y. FOWLER_____________
James V. Der