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

                                       FORM 10-Q





    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
                     For the quarterly period ended JUNE 30, 1997


<TABLE>
<CAPTION>
                            Registrant; State of Incorporation;  IRS Employer
COMMISSION FILE NUMBER      ADDRESS; AND TELEPHONE NUMBER        IDENTIFICATION NO.
<S>                         <C>                                  <C>

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

</TABLE>

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
registrants was required to file such reports),  and  (2)  has  been subject to
such filing requirements for the past 90 days.  Yes  X .  No    .

The number of shares outstanding of the registrant's common stock  as of August
14, 1997 are:

                   Portland General Electric Company             42,758,877
 
                                      1
                                    <PAGE>

                           TABLE OF CONTENTS

                                                                PAGE
                                                                NUMBER

DEFINITIONS........................................................2

PART I.   FINANCIAL INFORMATION

             Item 1. Financial Statements
                   Consolidated Statements of Income...............3
                   Consolidated Statements of Retained Earnings....3
                   Consolidated Balance Sheets.....................4
                   Consolidated Statements of Cash Flow............5
                   Notes to Consolidated Financial Statements......6

            Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations.... 7

 PART II.  OTHER INFORMATION

             Item 1 - Legal Proceedings...........................13
             Item 6 - Exhibits and Reports on Form 8-K............13
             Signature Page.......................................14



                              DEFINITIONS

AFDC...................Allowance For Funds Used During Construction
Bonneville Pacific...................Bonneville Pacific Corporation
BPA.................................Bonneville Power Administration
Coyote Springs......................Coyote Springs Generation Plant
Enron...................................................Enron Corp.
FERC...........................Federal Energy Regulatory Commission
Holdings............................Portland General Holdings, Inc.
kWh...................................................Kilowatt-Hour
Mill..........................................One tenth of one cent
MWa...............................................Average megawatts
MWh...................................................Megawatt-hour
NYMEX..................................New York Mercantile Exchange
OPUC or the Commission.............Oregon Public Utility Commission
Portland General or PGC................Portland General Corporation
PGE or the Company................Portland General Electric Company
PUHCA....................Public Utility Holding Company Act of 1935
Trojan.........................................Trojan Nuclear Plant
USDOE............................United States Department of Energy
WAPA...................................Western Area Power Authority
WNP-3..................Washington Public Power Supply System Unit 3

                                  2
                                <PAGE>

           Portland General Electric Company and Subsidiaries

                  CONSOLIDATED STATEMENTS OF INCOME FOR THE
         THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (UNAUDITED)

<TABLE>
<CAPTION>
                                         Three Months Ended               Six Months Ended
                                         June 30                          June 30
                                         1997            1996             1997           1996
                                         (Thousands of Dollars)
<S>                                      <C>             <C>              <C>            <C>
OPERATING REVENUES                       $307,595        $232,921         $675,277       $533,116
 
OPERATING EXPENSES
  Purchased power and fuel                127,835          44,875          284,514        125,091
  Production and distribution              20,982          20,018           41,093         41,970
  Maintenance and repairs                  13,663          11,845           21,609         25,094
  Administrative and other                 25,391          27,066           49,835         54,136
  Depreciation and amortization            38,939          38,529           78,230         76,041
  Taxes other than income taxes            13,626          12,746           28,799         27,593
  Income taxes                             21,291          25,420           60,198         62,693
                                         --------        --------         --------       --------
                                          261,727         180,499          564,278        412,618
                                         --------        --------         --------       --------

NET OPERATING INCOME                       45,868          52,422          110,999        120,498
                                         --------        --------         --------       --------

OTHER INCOME (DEDUCTIONS)
  Other                                       540             256            1,001            (77)
  Income taxes                                781             920            1,786          2,064
                                         --------        --------         --------       --------
                                            1,321           1,176            2,787          1,987
                                         --------        --------         --------       --------
INTEREST CHARGES
  Interest on long-term debt and other     17,846          16,413           35,904         32,950
  Interest on short-term borrowings         1,251           2,771            2,322          5,259
  Allowance for borrowed funds used
   during construction                       (334)           (500)            (630)          (742)
                                         --------        --------         --------       --------
                                           18,763          18,684           37,596         37,467
                                         --------        --------         --------       --------

NET INCOME                                 28,426          34,914           76,190         85,018

PREFERRED DIVIDEND REQUIREMENT                582             645            1,163          1,631
                                         --------        --------         --------       --------

INCOME AVAILABLE FOR COMMON STOCK        $ 27,844        $ 34,269         $ 75,027       $ 83,387
                                         ========        ========         ========       ========
</TABLE>

                         CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
                       THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                              (Unaudited)

<TABLE>
<CAPTION>

                                         Three Months Ended               Six Months Ended
                                         June 30                          June 30
                                         1997            1996             1997           1996
                                         (Thousands of Dollars)
<S>                                      <C>             <C>              <C>            <C>

BALANCE AT BEGINNING OF PERIOD           $325,095        $279,904         $292,124       $246,282
NET INCOME                                 28,426          34,914           76,190         85,018
ESOP TAX BENEFIT AND OTHER                   (529)           (605)          (1,059)        (1,135)
                                         --------        --------         --------       --------
                                          352,992         314,213          367,255        330,165
                                         --------        --------         --------       --------
DIVIDENDS DECLARED
  Common stock                             16,463          17,958           30,145         32,924
  Preferred stock                             582             645            1,163          1,631
                                         --------        --------         --------       --------
                                           17,045          18,603           31,308         34,555
                                         --------        --------         --------       --------
BALANCE AT END OF PERIOD                 $335,947        $295,610         $335,947       $295,610
                                         ========        ========         ========       ========

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

</TABLE>

                                        3
                                      <PAGE>

                    PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                                CONSOLIDATED BALANCE SHEETS
                         AS OF JUNE 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                                                   June 30                 December 31
                                                                   1997                    1996
                                                                   (Thousands of Dollars)
<S>                                                                <C>                     <C>
                             ASSETS
        
        ELECTRIC UTILITY PLANT - ORIGINAL COST
            Utility plant (includes Construction Work in
              Progress of $34,554 and $36,919)                     $ 2,966,497             $ 2,899,746
            Accumulated depreciation                                (1,179,782)             (1,124,337)
                                                                   -----------             -----------
                                                                     1,786,715               1,775,409
            Capital leases - less amortization of                        5,438                   6,750
              $31,880 and $30,569                                  
                                                                   -----------             -----------  
                                                                     1,792,153               1,782,159
                                                                   -----------             -----------
        OTHER PROPERTY AND INVESTMENTS
          Contract termination receivable                              107,565                 111,447
            Trojan decommissioning trust, at market                     82,030                  78,448
              value
            Corporate owned life insurance, less loans                  58,091                  51,410
              of $26,411 and $26,411      
            Other investments                                           21,975                  20,700
                                                                   -----------             -----------    
                                                                       269,661                 262,005
                                                                   -----------             -----------
        CURRENT ASSETS
            Cash and cash equivalents                                   19,091                  19,477
            Accounts and notes receivable                              127,548                 145,372
            Unbilled and accrued revenues                               39,066                  53,317
            Inventories, at average cost                                35,300                  32,903
            Prepayments and other                                       14,605                  16,476
                                                                   -----------             -----------    
                                                                       235,610                 267,545
                                                                   -----------             -----------
        DEFERRED CHARGES
          Unamortized regulatory assets
            Trojan investment                                          263,770                 275,460
            Trojan  decommissioning                                    269,887                 282,131
            Income taxes recoverable                                   183,477                 195,592
            Debt reacquisition costs                                    26,823                  28,063
            Conservation investments - secured                          76,904                  80,102
            Energy efficiency programs                                  14,318                  11,974
            Other                                                       20,583                  22,575
          WNP-3 settlement exchange agreement                          158,884                 163,217
          Miscellaneous                                                 31,873                  27,389
                                                                   -----------             -----------  
                                                                     1,046,519               1,086,503
                                                                   -----------             -----------
                                                                   $ 3,343,943             $ 3,398,212
                                                                   ===========             ===========

                   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                      $   160,346             $   160,346
              Other paid-in capital - net                              477,981                 475,055
            Retained earnings                                          335,947                 292,124
            Cumulative preferred stock
               Subject to mandatory redemption                          30,000                  30,000
            Long-term debt                                             876,741                 933,042
                                                                   -----------             -----------  
                                                                     1,881,015               1,890,567
                                                                   -----------             -----------
        CURRENT LIABILITIES
            Long-term debt and preferred stock due                      95,826                  92,559
              within one year
            Short-term borrowings                                      111,087                  92,027
            Accounts payable and other accruals                        134,446                 144,712
            Accrued interest                                            13,451                  14,372
            Dividends payable                                              868                  17,117
            Accrued taxes                                               22,280                  31,485
                                                                   -----------             -----------    
                                                                       377,958                 392,272
                                                                   -----------             -----------
        OTHER
            Deferred income taxes                                      485,598                 497,734
            Deferred investment tax credits                             45,248                  47,314
            Deferred gain on contract termination                      107,840                 112,697
            Trojan decommissioning and transition costs                349,058                 357,844
            Miscellaneous                                               97,226                  99,784
                                                                   -----------             -----------  
                                                                     1,084,970               1,115,373
                                                                   -----------             -----------
                                                                   $ 3,343,943             $ 3,398,212
                                                                   ===========             ===========

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

                                   4
                                 <PAGE>

                        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
                              SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                            (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months Ended
                                                         June 30
                                                         1997          1996
<S>                                                      <C>           <C>
CASH PROVIDED (USED IN)
  OPERATIONS:
      Net Income                                         $ 76,190      $  85,018
      Non-cash items included in net income:             
          Depreciation and amortization                    63,200         59,577
          Amortization of WNP-3 exchange agreement          4,333          2,160
          Amortization of Trojan investment                12,491         11,760
          Amortization of Trojan decommissioning            7,020          7,021
          Amortization of deferred charges (gains)         (2,899)          (118)
          Deferred income taxes - net                      (2,532)        (6,720)
     Changes in working capital:
         (Increase) Decrease in receivables                32,997         20,066
         (Increase) Decrease in inventories                (2,397)            69
          Increase (Decrease) in payables                 (19,805)       (25,441)
         Other working capital items - net                  1,871           (114)
     Trojan decommissioning expenditures                   (6,199)        (2,139)
     Deferred items - other                                 2,038         11,626
     Miscellaneous - net                                   (1,522)         2,765
                                                         --------      --------- 
                                                          164,786        165,530
                                                         --------      --------- 
INVESTING ACTIVITIES:
     Utility construction                                 (73,461)       (90,211)
     Energy efficiency programs                            (3,546)        (7,405)
     Nuclear decommissioning trust deposits                (7,020)        (7,950)
     Nuclear decommissioning trust withdrawals              6,074          1,447
     Other investments                                     (6,936)        (9,170)
                                                         --------      ---------  
                                                          (84,889)      (113,289)
                                                         --------      --------- 
FINANCING ACTIVITIES:                                     
     Short-term debt - net                                 19,060         54,084
     Borrowings from Corporate Owned Life Insurance             -          1,312
     Long-term debt issued                                      -         35,000
     Long-term debt retired                               (51,786)       (87,661)
     Preferred stock retired                                    -        (20,000)
     Dividends paid                                       (47,557)       (30,684)
                                                         --------      ---------  
                                                          (80,283)       (47,949)
                                                         --------      --------- 
INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                           (386)         4,292
CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF PERIOD                                                19,477          2,241
                                                         --------      --------- 
CASH AND CASH EQUIVALENTS AT THE END
  OF PERIOD                                              $ 19,091      $   6,533
                                                         ========      ========= 
--------------------------------------------------------------------------------
Supplemental disclosures of cash flow information
   Cash paid during the period:
      Interest, net of amounts capitalized               $ 35,996      $  34,884
      Income taxes                                         73,185         56,635
--------------------------------------------------------------------------------
<FN>      
The accompanying notes are an integral part of these consolidated statements.
</FN>

</TABLE>

                                      5
                                    <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)

NOTE 1 - PRINCIPLES OF INTERIM STATEMENTS

The  interim  financial  statements  have  been  prepared  by  Portland General
Electric Company (PGE)  and, in the opinion of management, reflect all material
adjustments which are necessary to a fair statement of results for  the interim
period  presented.   Certain information and footnote disclosures made  in  the
last annual report on  Form 10-K have been condensed or omitted for the interim
statements.  Certain costs  are  estimated  for  the full year and allocated to
interim  periods  based  on the estimates of operating  time  expired,  benefit
received or activity associated  with  the  interim  period.  Accordingly, such
costs are subject to year-end adjustment.  It is PGE's  opinion  that, when the
interim  statements  are  read  in  conjunction with the 1996 Annual Report  on
Form 10-K, the disclosures are adequate  to  make the information presented not
misleading.

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

NOTE 2 - LEGAL MATTERS

TROJAN  INVESTMENT  RECOVERY - In April 1996 a circuit court  judge  in  Marion
County, Oregon found  that the OPUC could not authorize PGE to collect a return
on its undepreciated investment in Trojan, contradicting a November 1994 ruling
from the same court.  The  ruling  was  the  result  of an appeal of PGE's 1995
general rate order which granted PGE recovery of, and  a  return on, 87 percent
of its remaining investment in Trojan.
The November 1994 ruling, by a different judge of the same  court,  upheld  the
Commission's  1993  Declaratory  Ruling (DR-10).  In DR-10 the  OPUC ruled that
PGE could recover and earn a return  on  its  undepreciated  Trojan investment,
provided certain conditions were met.  The Commission relied on  a  1992 Oregon
Department  of Justice opinion issued by the Attorney General's office  stating
that the Commission  had  the authority to set prices including recovery of and
on investment in plant that is no longer in service.

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

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

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

NOTE 3 - SUBSEQUENT EVENT

BUSINESS COMBINATION - On July 1, 1997 Portland General Corporation  (PGC), the
former parent of PGE, consummated a merger transaction pursuant to the  Amended
and  Restated  Agreement  and  Plan of Merger by and among Enron Corp., PGC and
Enron Oregon Corp.  dated as of  July  20,  1996 and amended and restated as of
September 24, 1996 and as further amended by  the  First Amendment dated  April
14, 1997 (Amended Merger Agreement). Pursuant to the  Amended Merger Agreement,
Enron Corp., a Delaware corporation merged with and into   Enron  Oregon Corp.,
an  Oregon  corporation  (Reincorporation Merger) and the name of Enron  Oregon
Corp.  was  changed  to  Enron   Corp.   (Enron).    Promptly   following   the
Reincorporation  Merger,   PGC  merged  with and into  Enron (PGC Merger), with
Enron continuing in existence as the surviving  corporation.  Pursuant  to  the
Amended  Merger  Agreement  PGE  is  now a wholly owned subsidiary of Enron and
subject to control by the Board of Directors of Enron.

                                     6
                                   <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following review of Portland General  Electric  Company's  (PGE) results of
operations  should  be  read  in  conjunction  with  the Consolidated Financial
Statements.

Due to seasonal fluctuations in electricity sales, as  well  as  the  price  of
wholesale   energy  and  fuel  costs,  quarterly  operating  earnings  are  not
necessarily indicative of  results to be expected for calendar year 1997.

1997 COMPARED TO 1996 FOR THE THREE MONTHS ENDED JUNE 30

PGE earned $28  million  during the second quarter of 1997 compared to earnings
of $34 million in 1996. Reduced earnings were the result of a decline in retail
sales margins caused by lower prices and increased power costs.

Retail revenues of $205 million  were  3%  higher  than  1996.  Increased sales
volume  to  commercial  and  industrial customers offset a December 1996  price
decrease.

Wholesale revenues increased $69  million  from  1996  due to increased trading
activities.

Increased  wholesale  sales  activity  contributed to an $83  million  or  185%
increase in purchased power and fuel expense.   Energy purchases, which were up
88%,  averaged 12.6 mills compared to 10.0 mills for  1996.  This  increase  in
price was  driven by tight market conditions in the southwestern United States.
Company generation, primarily hydro, provided 10% of total power needs.

<TABLE>
<CAPTION>
                     RESOURCE MIX/VARIABLE POWER COSTS
                                                              Average Variable
                     Resource Mix                             Power Cost (Mills/kWh)
                     1997            1996                     1997          1996
<S>                  <C>             <C>        <C>           <C>           <C>
Generation            10%             13%                      4.4           3.6
Firm Purchases        82              72                      12.8          10.3
Spot Purchases         8              15                      10.7           8.8
                     ----            ----                     ----          ----
  Total Resources    100%            100%       Average       12.5          10.4

</TABLE>

PGE does not  have  a  fuel  adjustment  clause  as part of its retail rate
structure;  therefore,  changes in fuel and purchased  power  expenses  are
reflected currently in earnings.

Operating  expenses (excluding  variable  power,  depreciation  and  income
taxes) were  comparable  to  1996.  Increased maintenance expenses at PGE's
generating facilities were offset by  reduced  Administration  and  General
expenses.

                                     7
                                   <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

1997 COMPARED TO 1996 FOR THE SIX MONTHS ENDED JUNE 30

PGE  earned  $75 million during the six months ended June 30, 1997 compared
to earnings of  $83  million in 1996. Reduced earnings were the result of a
decline in retail revenues  caused by lower prices and warmer temperatures.
Decreased operating expenses  (excluding  variable  power, depreciation and
income taxes) partially offset lower retail revenues.

Retail  revenues  were  down  for  the period due to a December  1996  rate
decrease.  This  decrease  was  partially  offset  by  additional  revenues
resulting  from  strong  sales growth  in  the  industrial  and  commercial
customer classes.

Wholesale revenues increased  $147  million  from  1996  due   to increased
trading activities.

Increased  wholesale sales activity contributed to a $159 million  or  127%
increase in purchased power and fuel expense.  Energy purchases, which were
up 76%,  averaged 14.3 mills compared to 11.9 mills for 1996. Increased gas
prices during   the   winter  followed  by  tight  market conditions in the
southwestern United States were the major contributors  to this increase in
price.  Company generation, primarily hydro, provided 12%  of  total  power
needs.

<TABLE>
<CAPTION>
       
                      RESOURCE MIX/VARIABLE POWER COSTS

                                                             Average Variable
                     Resource Mix                            Power Cost (Mills/kWh)
                     1997            1996                    1997          1996
<S>                  <C>             <C>        <C>          <C>           <C>
Generation            12%             15%                     4.3           4.1
Firm Purchases        81              70                     14.5          12.5
Spot Purchases         7              15                     11.3           9.1
                     ----            ----                    ----          ----   
  Total Resources    100%            100%       Average      13.8          11.7

</TABLE>


PGE does  not  have  a  fuel adjustment clause as part of its retail
rate structure; therefore,  changes  in  fuel  and  purchased  power
expenses are reflected currently in earnings.

Operating  expenses  (excluding  variable  power,  depreciation  and
income  taxes)  decreased  $7 million due to non-recurring storm and
flood related expenditures incurred  during  the  first  quarter  of
1996.

Depreciation  and amortization expense increases resulting from normal asset
additions (primarily  distribution  assets)  were substantially offset by 
the amortization of a gain associated with the termination  of a
power sales agreement.

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.

A   significant   portion   of   cash  from  operations  comes  from
depreciation and amortization of utility  plant,  charges  which are
recovered  in  customer revenues but require no current cash outlay.
Changes in accounts  receivable  and  accounts  payable  can also be
significant  contributors  or  users  of  cash.   Cash  provided  by
operations were comparable to 1996.

                                  8
                                <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

INVESTING    ACTIVITIES    include   improvements   to   generation,
transmission and distribution facilities and continued investment in
energy efficiency programs. Through June 30, 1997 nearly $73 million
has been expended for capital  projects,  primarily  improvements to
the  Company's  distribution system to support the addition  of  new
customers to PGE's service territory.

PGE funds an external trust for Trojan decommissioning costs through
customer collections  at  a rate of $14 million annually.  The trust
invests in investment-grade tax-exempt and U.S. Treasury bonds.  The
Company  makes  withdrawals  from   the   trust,  as  necessary  for
reimbursement of decommissioning expenditures.  During the first two
quarters of 1997 PGE has withdrawn $6 million from the trust.

FINANCING  ACTIVITIES - Cash used for financing  activities  totaled
$80 million  in  1997 compared to $48 million in 1996.  Through June
30, 1997 PGE made  three dividend payments totaling $46 million to PGC
compared to two dividend  payments  of  $29  million  during the same
period  in 1996. PGE  redeemed $49 million of  First Mortgage  bonds
during 1997.

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  June 30, 1997   PGE  has  the
capability to issue preferred stock  and  additional  First Mortgage
Bonds in amounts sufficient to meet its capital requirements.


FINANCIAL AND OPERATING OUTLOOK

BUSINESS COMBINATION

On  July  1,  1997  Portland  General Corporation (PGC), the  former
parent of  PGE, consummated a merger  transaction  pursuant  to  the
Amended and Restated Agreement and Plan of Merger by and among Enron
Corp.,  PGC  and  Enron  Oregon Corp.  dated as of July 20, 1996 and
amended and restated as of September 24, 1996 and as further amended
by  the  First  Amendment dated   April  14,  1997  (Amended  Merger
Agreement). Pursuant to the Amended Merger Agreement, Enron Corp., a
Delaware corporation  merged  with  and into  Enron Oregon Corp., an
Oregon corporation (Reincorporation Merger)  and  the  name of Enron
Oregon Corp. was changed to Enron Corp. (Enron).  Promptly following
the  Reincorporation  Merger,  PGC merged with and into  Enron  (PGC
Merger),  with  Enron  continuing  in  existence  as  the  surviving
corporation. Pursuant to  the  Amended Merger Agreement PGE is now a
wholly owned subsidiary of Enron and subject to control by the Board
of Directors of Enron.

Essentially  all of Enron's operations  are  conducted  through  its
subsidiaries and  affiliates  which  are  principally engaged in the
gathering, transportation and wholesale marketing  of  natural  gas;
the  exploration  and  production  of natural gas and crude oil; the
production, purchase, transportation  and  marketing  of natural gas
liquids and refined petroleum products; the independent development,
promotion, construction and operation of power plants,  natural  gas
liquids  facilities  and  pipelines;  and  the  non-price  regulated
purchasing and marketing of energy related commitments.

The  Merger  will  be  accounted  for  by  Enron  as  a purchase for
financial reporting purposes.

                                9
                              <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

COMPETITION

Since the passage of the Energy Policy Act of 1992 and the advent of
open  access for the wholesale transmission of electricity,  various
state utility commissions have addressed proposals which would allow
retail  customers  direct access to generation suppliers, marketers,
brokers and other service providers in a competitive marketplace for
energy services. Several  states  have implemented pilot programs to
evaluate the effects that competition will have on retail customers.
Other  states,  such  as California, have  passed  legislation  that
mandates  the  phase in of  customer  access  to  energy  suppliers.
Although several bills proposing retail competition were  introduced
during the 1997  Oregon  legislative  session,  none  were approved.
Industry  restructuring  bills  have  also  been introduced  at  the
federal level.

In  a  move to prepare for future retail competition,  PGE  recently
submitted to the OPUC a proposal for an introductory Customer Choice
Plan to allow 50,000 PGE customers in  four  cities  to buy their power
from competing energy service providers by the end  of  this year.
This program will allow certain customers in Oregon to experience  a
competitive electricity market  on  an  introductory basis.  The 
program  will  be   available   to residential, small business  and
commercial customers in the four cities, and industrial customers
throughout the service territory. If approved   by  the  OPUC,  these
customers  could  begin  receiving electricity from a company of their
choice by December, 1997. PGE is working closely  with  the  OPUC  and 
other  interested  parties to address  their  goals  of  customer benefits
through customer choice with the desire to have as many  qualified  energy
service providers participating in this program as possible.  Although 
customers  may choose  to  purchase  electricity from companies other than
PGE, the power will be delivered over PGE's existing distribution system.
PGE will continue to maintain  all  wires, power poles and equipment and
will  make  all  repairs  in the event  of  an  outage.  Safety  and
reliability remain a high   priority  for PGE. This program is being
launched to provide information to PGE  and  the OPUC on the effects
of future retail competition on PGE and its customers.

As a condition to the OPUC's approval of the Enron/PGC merger, on or 
before September 1, 1997  PGE will submit  to  the OPUC a plan
to open it's entire service territory to competition. This plan will
allow   residential, commercial and industrial customers  to  choose
their energy  provider  and will include a proposal to separate  PGE
generating facilities from its transmission and distribution system.
This  action will allow the  generating  assets  to  be  used   more
effectively  to  compete  in  an  open  marketplace,  and will allow
distribution  assets  to  be  focused on providing quality  service,
safety and reliability. In addition the plan will include a proposal
for the treatment of transition costs or the costs a utility would 
not recover in a fully competitive environment.  The amount of these 
transition costs has yet to be determined.

PGE is dependent upon the regulatory  process  to ensure that future
revenues will be provided for the recovery of regulatory  assets and
the  transition  costs mentioned above. In the event that all  or  a
portion of  PGE's  operations  are  no  longer subject to cost-based
regulation  (due  to  a  change  in regulation  or  the  effects  of
competition),  PGE could have write-offs associated with these costs
if they are not recovered through another regulatory mechanism.
 
                                10
                              <PAGE>


        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

RETAIL CUSTOMER GROWTH AND ENERGY SALES

Weather adjusted retail energy sales were up 5.6% for the six months
ended  June  30,  1997  compared  to  the  same  period  last  year.
Industrial  and  commercial  sales  increased  by  12.6%  and  4.8%,
respectively due to strong growth in  most  industry segments. Sales
to high-tech and lumber industrial customers  increased  by  15%  to
20%. Most commercial sectors grew between 3% and 8%. The addition of
over  10,017 customers resulted in residential sales growth of 2.3%.
The  Company   expects   1997  retail  energy  sales  growth  to  be
approximately 6%.

Quarterly Increase in Retail Customers

Quarter/Year   Residential         Commercial/Industrial

1Q 95          3010                270
2Q 95          2194                509
3Q 95          2145                435
4Q 95          5566                554
1Q 96          3633                539
2Q 96          3664                 76
3Q 96          3021                594
4Q 96          5151                877
1Q 97          3953                509
2Q 97          4693                537

WHOLESALE MARKETING

The surplus of electric generating  capability  in the Western U.S.,
the entrance of numerous wholesale marketers and  brokers  into  the
market,  and  open access transmission is contributing to increasing
pressure on the  price  of  power.   In addition, the development of
financial markets and NYMEX electricity  contract trading has led to
increased price discovery available to market  participants, further
adding to the competitive pressure on wholesale margins.  During the
first  six  months of 1997 PGE's wholesale revenues  increased  $147
million compared to the same period last year, accounting for 32% of
total revenues  and  60% of total sales volume.  In future years PGE
will continue its participation  in  the  wholesale  marketplace  to
balance  its  supply  of  power  to  meet  the  needs  of its retail
customers,  manage  risk  and  to administer PGE's current long-term
wholesale  contracts.   Due  to increasing  volatility  and  reduced
margins resulting from increased  competition,  long-term  wholesale
marketing  activities  will  eventually  be  performed by PGE's non-
regulated affiliates.

POWER SUPPLY

Current projections forecast the annual runoff of the Columbia River
at  The  Dalles  to  be  149  percent  of  normal,  assuming  normal
precipitation for the rest of the run-off season.   If this forecast
holds  true,  this  year's  runoff will be the largest since  record
keeping  began.  The  last  record  was  set  in  1974.  1997  hydro
conditions should provide more  than  ample water supplies to refill
reservoirs  for  the remainder of the year.  Hydro  generation  will
continue  to be a major  factor  in  the  availability  of  low-cost
secondary power and the economic displacement of higher cost thermal
generation.

NEW ACCOUNTING STANDARDS

In  June 1997,  the  Financial  Accounting  Standards  Board  issued
Statements  of   Financial  Accounting Standards No. 130, "Reporting
Comprehensive Income".  Comprehensive income includes all changes in
equity during a period except  those  resulting  from investments by
and  distributions  to shareholders. The primary components  include
net income as well as  adjustments for foreign currency translation,
minimum  pension  liability  and  unrealized  gains  and  losses  on
securities.  The new  standard requires that comprehensive income be
shown on the financial  statements  effective  in  1998 and requires
reclassification  of  earlier  financial statements for  comparative
purposes. PGE does not expect  the  adoption  of  this  statement to
have  a significant effect on its financial position and results  of
operation.

                                 11
                               <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS


In June  1997,  the  Financial  Accounting  Standards  Board  issued
Statements  of   Financial Accounting Standards No. 131, Disclosures
About  Segments  of   Enterprise   and  Related  Information".  This
statement will change the way public  companies  report  information
about   segments   of  their  business  in  their  annual  financial
statements and requires  them to report selected segment information
in their quarterly reports.  This  standard  will  be  effective for
fiscal years beginning after December 15, 1997. Since PGE  has  only
one  major operating segment that is material to its operations, PGE
does not expect the adoption of this statement to have a significant
effect on its financial position and results of operation.

The SEC  has  amended rules and forms to clarify and expand existing
disclosure requirements  for derivative financial instruments, other
financial instruments, and  derivative  commodity  instruments.  The
amendments  require  enhanced  disclosure of accounting policies for
derivative   financial   instruments    and   derivative   commodity
instruments  in  the  footnotes  to  the financial  statements.   In
addition,  the  amendments expand existing  disclosure  requirements
outside  the financial  statements  and  related  notes  to  include
quantitative  and qualitative information about market risk inherent
in  market risk  sensitive  instruments.  These  amended  rules  are
effective  for  filings that include financial statements for fiscal
periods ending after  June  15,  1997.   PGE  does   not expect  the
adoption  of  this  statement  to have a significant effect  on  its
financial position and results of operation.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This  Quarterly  Report  on  Form  10-Q   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,  but  are  not limited to,  political  developments
affecting  federal  and  state  regulatory  agencies,  the  pace  of
deregulation  of  retail  electricity,   environmental  regulations,
changes in the cost of power and adverse weather  conditions  during
the periods covered by the forward looking statements.

                                12
                              <PAGE>

           PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                    PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

For further information, see PGE's report on Form 10-K for the year
ended December 31, 1996.

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

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

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

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

            NUMBER                                EXHIBIT

             27                                   Financial Data Schedule - UT
                                                  (Electronic Filing Only)

b.  Reports on Form 8-K

June 4, 1997 -    Item 5.  Other Events: OPUC approves merger.

June 24, 1997 -   Item 5.   Other  Events:  Shareholders  approve
                  merger.

July 1, 1997 -    Item 1.  Changes  in  Control  of  Registrant:  Merger
                  consummated.

                                    13
                                  <PAGE>

                               SIGNATURES


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



                          PORTLAND GENERAL ELECTRIC COMPANY
                                    (Registrants)


August 14, 1997           By         /S/ STEVEN N. ELLIOTT
                                       Steven N. Elliott
                                    Vice President, Finance,
                                         and Treasurer


August 14, 1997           By         /S/ JOSEPH E. FELTZ
                                        Joseph E. Feltz
                                          Controller
                                      Assistant Treasurer

                                  14
                                <PAGE>