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

                                        FORM 10-K

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

                            Commission File Number 1-5532-99

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

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

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

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

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

                                                         NAME OF EACH EXCHANGE
 TITLE OF EACH CLASS                                     ON WHICH REGISTERED

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

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

TITLE OF CLASS
Portland General Electric Company,
 7.75% Series, Cumulative Preferred Stock, no par value        None

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

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

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

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

                                        1
                                      <PAGE>


                                  DEFINITIONS


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

Abbreviations
 OR ACRONYMS                         TERM

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

                                        2
                                      <PAGE>

                               TABLE OF CONTENTS
                                                                          PAGE

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

PART I
      Item 1.  Business....................................................  4

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

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


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

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

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

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

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

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

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

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

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

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

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

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

                                        3
                                      <PAGE>


                                Part I



ITEM 1. BUSINESS


                                    GENERAL

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

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

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


                              OPERATING REVENUES

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

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

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

                                        4
                                      <PAGE>


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

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


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


                                  REGULATION

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

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

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

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

                                        5
                                      <PAGE>

                           OREGON REGULATORY MATTERS

CUSTOMER CHOICE

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

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

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

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

RESIDENTIAL EXCHANGE PROGRAM
The  Regional  Power  Act  (RPA),  passed in 1980, attempted to resolve growing
power supply and cost inequities between  customers  of government and publicly
owned  utilities,  who  have  priority access to the low-cost  power  from  the
federal hydroelectric system, and  the  customers  of IOUs. The RPA created the
residential exchange program to ensure that all residential  and farm customers
in the region, the vast majority of which are served by IOUs,  receive  similar
benefits from the publicly funded federal power system. Exchange benefits,  and
any  related  changes in the amount of benefits, have generally passed directly
to PGE's customers  in  the  form  of  price  increases or decreases. Effective
January  1998 rates for PGE's residential and small  farm  customers  increased
11.9% due  to  the  Bonneville  Power Administration's (BPA) elimination of the
Residential Exchange Credit. PGE  has  contested  this  decision and is working
with the BPA to resolve the issue.

                                        6
                                      <PAGE>

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


                           COMPETITION AND MARKETING

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

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

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

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

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

                                        7
                                      <PAGE>


                                 POWER SUPPLY

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

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

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

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

JANUARY RESERVE MARGIN WSCC REGION

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



                                        8
                                      <PAGE>


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

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

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

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



                                        9
                                      <PAGE>


                                  FUEL SUPPLY

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

COAL

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

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

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


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


NATURAL GAS

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

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

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


                                        10
                                      <PAGE>

                             ENVIRONMENTAL MATTERS

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

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

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

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

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

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

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

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

                                        11
                                      <PAGE>

ITEM 2.           PROPERTIES



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

                                    OREGON

                                        12
                                      <PAGE>

Generating facilities owned by PGE are set forth in the following table:
<TABLE>
<CAPTION>

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


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

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

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

                                        13
                                      <PAGE>

ITEM 3. LEGAL PROCEEDINGS

                                    UTILITY

UTILITY REFORM PROJECT V. OPUC, MULTNOMAH COUNTY CIRCUIT COURT

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

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

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

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

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

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

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

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


                                        14
                                      <PAGE>

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

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

                                        15
                                      <PAGE>





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


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

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

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



ITEM 6.   SELECTED FINANCIAL DATA




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

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

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

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


                                        16
                                      <PAGE>


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


RESULTS OF OPERATIONS

                                    GENERAL

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

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

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

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


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


PGE ELECTRICITY SALES GRAPH:
(BILLIONS OF KWH)

1993    Residential     6.8
        Commercial      6.0
        Industrial      3.8
        Wholesale       2.7

1994    Residential     6.7
        Commercial      6.2
        Industrial      3.9
        Wholesale       2.7

1995    Residential     6.6
        Commercial      6.4
        Industrial      4.1
        Wholesale       3.4

1996    Residential     7.1
        Commercial      6.5
        Industrial      3.9
        Wholesale      10.2

1997    Residential     7.0
        Commercial      7.0
        Industrial      4.2
        Wholesale      26.9



                            MEGAWATT-HOURS SOLD
                                    (THOUSANDS)

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


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




                                        17
                                      <PAGE>


<TABLE>
<CAPTION>


                   MEGAWATT-HOURS/VARIABLE POWER COSTS

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


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

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

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

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

OPERATING EXPENSES GRAPH:
($ MILLIONS)

1993    Depreciation            125
        Operating Costs         357
        Variable Power          303

1994    Depreciation            128
        Operating Costs         334
        Variable Power          338

1995    Depreciation            140
        Operating Costs         356
        Variable Power          285

1996    Depreciation            162
        Operating Costs         410
        Variable Power          308

1997    Depreciation            155
        Operating Costs         378
        Variable Power          675


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

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

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

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

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

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

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

                                        18
                                      <PAGE>


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

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

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

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


                                   CASH FLOW

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

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

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

CAPITAL EXPENDITURES GRAPH:
($ MILLIONS)

1993            149
1994            246
1995            234
1996            200
1997            180


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

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

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

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


                                        19
                                      <PAGE>


FINANCIAL AND OPERATING OUTLOOK

PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY

BUSINESS COMBINATION

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

CUSTOMER CHOICE

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

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

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

REGULATION AND COMPETITION

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

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


                                        20
                                      <PAGE>


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

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

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

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

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

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

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

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


                                        21
                                      <PAGE>



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

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

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

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

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

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

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

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

                                        22
                                      <PAGE>


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

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

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

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

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

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


                                        23
                                      <PAGE>


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING


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

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

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

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

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

                                        24
                                      <PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

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

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

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

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





                                                           Arthur Andersen LLP

Portland, Oregon
January 20 , 1998

                                        25
                                      <PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

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

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

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

                                                           Arthur Andersen LLP

Portland, Oregon,
January 20, 1998

                                        26
                                      <PAGE>


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

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


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

                                        27
                                      <PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME


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

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

                                       28
                                     <PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


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

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

                                        29
                                      <PAGE>


              PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS


PORTLAND  GENERAL  ELECTRIC   COMPANY   AND  SUBSIDIARIES  NOTES  TO  FINANCIAL
STATEMENTS


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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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


                                    30
                                  <PAGE>


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

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

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

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

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

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

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

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

                                          31
                                        <PAGE>



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

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

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

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

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

                                        32
                                      <PAGE>


NOTE 2 - EMPLOYEE BENEFITS

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

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

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


<TABLE>
<CAPTION>
                                                         1997                   1996                 1995
<S>                                                      <C>                    <C>                  <C>
ASSUMPTIONS:
   Discount rate used to calculate PBO                   7.25%                  7.50%                7.00%
   Rate of increase in future compensation levels        5.25                   5.50                 5.00
   Long-term rate of return on assets                    9.00                   8.50                 8.50
</TABLE>
<TABLE>
<CAPTION>
COMPONENTS OF NET PERIODIC PENSION EXPENSE
 (MILLIONS OF DOLLARS):
<S>                                                      <C>                    <C>                  <C>
   Service cost                                          $   6                  $   7                $   5
   Interest cost on PBO                                     17                     15                   15
   Actual return on plan assets                            (71)                   (38)                 (59)
   Net amortization and deferral                            43                     15                   37
   Net periodic pension expense/(benefit)                $  (5)                $   (1)               $  (2)
</TABLE>

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

                                          33
                                        <PAGE>


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

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

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


                                      34
                                    <PAGE>


NOTE 3 - INCOME TAXES

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

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

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

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

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


                                               35
                                             <PAGE>


NOTE 4 - COMMON AND PREFERRED STOCK


COMMON AND PREFERRED STOCK

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

 (millions of dollars)
  except share amounts)


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

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

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

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


</TABLE>

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

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

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

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

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


                                        36
                                      <PAGE>


NOTE 5 - CREDIT FACILITIES AND DEBT

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

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

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

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


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

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

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

                                        37
                                      <PAGE>


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

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


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

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


                                      38
                                    <PAGE>


NOTE 6 - OTHER FINANCIAL INSTRUMENTS

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

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

OTHER INVESTMENTS - Other investments approximate market value.

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

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

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

<TABLE>
<CAPTION>

                               1997                                 1996

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

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

</TABLE>


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


NOTE 7 - COMMITMENTS

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

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


                                        39
                                      <PAGE>


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

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

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

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

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

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


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


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


                                        40
                                      <PAGE>


NOTE 8 - WNP-3 SETTLEMENT EXCHANGE AGREEMENT

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


NOTE 9 - JOINTLY OWNED PLANT

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

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


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


NOTE 10 - LEGAL MATTERS

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

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

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

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


NOTE 11 - TROJAN NUCLEAR PLANT

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

                                        41
                                      <PAGE>


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

TROJAN DECOMMISSIONING LIABILITY
      (millions of dollars)

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

Decommissioning                          $296
Transition costs                           17
Total Trojan obligation                  $313


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

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

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

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

  Ending Balance                         $84           $78


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

                                        42
                                      <PAGE>


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

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

                                        43
                                      <PAGE>


                QUARTERLY COMPARISON FOR 1997 AND 1996 (UNAUDITED)



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


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






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


None.


                                        44
                                      <PAGE>


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



DIRECTORS OF THE REGISTRANT (*)


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

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

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

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

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


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

                                        45
                                      <PAGE>



EXECUTIVE OFFICERS OF THE REGISTRANT (*)


<TABLE>
<CAPTION>

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

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

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

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

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

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

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


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


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


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

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


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

</TABLE>
                                        46
                                      <PAGE>




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


<TABLE>
<CAPTION>

NAME                           AGE  BUSINESS      EXPERIENCE

<S>                            <C>  <C>

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


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


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


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

                                        47
                                      <PAGE>


ITEM 11.  EXECUTIVE COMPENSATION


                          Summary Compensation Table

The following table  sets forth the total compensation earned for each year
ended December 31, 1997, 1996,  1995 by the Chief Executive Officer and the
four most highly compensated executive officers of PGE.
<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                   Annual Compensation                   Compensation           All Other

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

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

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

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

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

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


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

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

                          Aggregate Restricted Stock Holdings

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


                                       48
                                     <PAGE>



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

<TABLE>
<CAPTION>

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

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

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

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

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

</TABLE>

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

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

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

                                       49
                                     <PAGE>



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

                        Options/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>


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

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

Ken L. Harrison             120,000{(2)}      0.71%             $41.4375          07/01/07       $3,127,178        $7,924,884
                             33,335{(5)}      0.20%              41.5625          12/31/04          564,032         1,314,434
                              7,430{(6)}      0.04%              41.5625          12/31/07          194,209           492,163

Peggy Y. Fowler              30,000{(2)}      0.18%             $41.4375          07/01/07       $  781,795        $1,981,221
                             10,260{(5)}      0.06%              41.5625          12/31/04          173,600           404,563
                              3,255{(6)}      0.02%              41.5625          12/31/07           85,081           215,611

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

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

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

</TABLE>

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


                                      50
                                    <PAGE>


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

                                                   Aggregate  Stock Options/SAR
Exercised During 1997
                                                   and Stock Options/SAR Values
at December 31, 1997
<TABLE>
<CAPTION>



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

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

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


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

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


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

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


                                       51
                                     <PAGE>


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

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

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

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

                                            52
                                          <PAGE>

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

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

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

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None


                                      53
                                    <PAGE>


ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT

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

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                      54
                                    <PAGE>


                                Part IV

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


(A) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

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

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

   EXHIBITS
   See Exhibit Index on Page 58 of this report.

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

      Residential Exchange Program

      WNP-3 Settlement Exchange Agreement


                                       55
                                     <PAGE>



                                  SIGNATURES

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

                                    Portland General Electric Company



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

                                         Chairman of the Board and
                                         Chief Executive Officer


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


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


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


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



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


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


                                       56
                                     <PAGE>


                     PORTLAND GENERAL ELECTRIC COMPANY AND
                     SUBSIDIARIES

                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


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

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

(3)  ARTICLES OF INCORPORATION AND BYLAWS

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                        57
                                      <PAGE>


                     PORTLAND GENERAL ELECTRIC COMPANY AND
                                  SUBSIDIARIES

                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


(10)  MATERIAL CONTRACTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      * Restated and Amended Trust Indenture, Mortgage and Security Agreement,
        dated  February 27, 1986 [Form 10-K for the fiscal year ended December
        31, 1985, Exhibit (10)].

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

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

                                       58
                                     <PAGE>


                     PORTLAND GENERAL ELECTRIC COMPANY AND
                                  SUBSIDIARIES

                                 EXHIBIT INDEX

NUMBER                                                                  EXHIBIT


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

              EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

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

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

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

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

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

(23)    CONSENTS OF EXPERTS AND COUNSEL

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

(24)    POWER OF ATTORNEY

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



* Incorporated by reference as indicated.



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

             Joseph E. Feltz
             Controller
             Chief Accounting Officer

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


                                       59
                                     <PAGE>