______________________________________________________________________________

                       PORTLAND GENERAL ELECTRIC COMPANY



                                       TO



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


                              ____________________

                      Forty-sixth Supplemental Indenture


                              Dated August 1, 1996

                              ____________________


                              First Mortgage Bonds,
                            Medium Term Note Series V





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

                                      <PAGE>



     FORTY-SIXTH  SUPPLEMENTAL INDENTURE, dated August 1, 1996, made
by  and  between  Portland   General  Electric  Company,  an  Oregon
corporation (hereinafter called  the  "Company"), party of the first
part, and Marine Midland Bank (formerly  The  Marine  Midland  Trust
Company  of  New  York),  a  New  York banking corporation and trust
company  (hereinafter called the "Trustee"),  party  of  the  second
part.

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

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

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

SUPPLEMENTAL                                                PRINCIPAL
INDENTURE      DATED            SERIES                      AMOUNT

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


                                    <PAGE>

                                      2

SUPPLEMENTAL                                                PRINCIPAL
INDENTURE      DATED            SERIES                      AMOUNT

Twenty-first   4-1-73   7.95%   Series due April 1, 2003    $ 35,000,000
Twenty-second  10-1-73  8 3/4%  Series due October 1, 2003    17,000,000(4)
Twenty-third   12-1-74  10 1/2% Series due December 1, 1980   40,000,000(1)
Twenty-fourth  4-1-75   10%     Series due April 1, 1982      40,000,000(1)
Twenty-fifth   6-1-75   9 7/8%  Series due June 1, 1985       27,000,000(1)
Twenty-sixth   12-1-75  11 5/8% Series due December 1, 2005   50,000,000(4)
Twenty-seventh 4-1-76   9 1/2%  Series due April 1, 2006      50,000,000(4)
Twenty-eighth  9-1-76   9 3/4%  Series due September 1, 1996  62,500,000(4)
Twenty-ninth   6-1-77   8 3/4%  Series due June 1, 2007       50,000,000(4)
Thirtieth      10-1-78  9.40%   Series due January 1, 1999    25,000,000(4)
Thirty-first   11-1-78  9.80%   Series due November 1, 1998   50,000,000(4)
Thirty-second  2-1-80   13 1/4% Series due February 1, 2000   55,000,000(4)
Thirty-third   8-1-80   13 7/8% Series due August 1, 2010     75,000,000(4)
Thirty-sixth   10-1-82  13 1/2% Series due October 1, 2012    75,000,000(4)
Thirty-seventh 11-15-84 11 5/8% Extendable Series A due
                                November 15, 1999             75,000,000(4)
Thirty-eighth  6-1-85   10 3/4% Series due June 1, 1995       60,000,000(4)
Thirty-ninth   3-1-86   9 5/8%  Series due March 1, 2016     100,000,000(4)
Fortieth       10-1-90  Medium Term Note Series              200,000,000
Forty-first    12-1-91  Medium Term Note Series I            150,000,000
Forty-second   4-1-93   7-3/4% Series due April 15, 2023     150,000,000
Forty-third    7-1-93   Medium Term Note Series II            75,000,000
Forty-fourth   8-24-94  Medium Term Note Series III           75,000,000
Forty-fifth    5-01-95  Medium Term Note Series IV            75,000,000
____________   _______  ___________________________________ ____________

(1) Paid in full at maturity.

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

(3) This entire issue of Bonds was redeemed out of proceeds from the
    sale of First Mortgage Bonds, 4 5/8% Series due 1993.

(4) Redeemed in full prior to maturity.

                                    <PAGE>

                                      3

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

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

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

                                  <PAGE>

                                    4

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

   WHEREAS,  the  Company intends at this time and from time to time
to issue an aggregate  principal  amount of Bonds of the Medium Term
Note Series V not to exceed $50,000,000 under and in accordance with
the terms of the Original Indenture  and the supplemental indentures
above referred to; and

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

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

Registered                                                Registered
No.                                                       $

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

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

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



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

                                 <PAGE>

                                   5

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

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

                                <PAGE>

                                  6

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

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

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

                                 <PAGE>

                                   7

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


Dated:

                      PORTLAND GENERAL ELECTRIC COMPANY,

                      By:  
                        [Title]


Attest:
                        Secretary.

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

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

                      MARINE MIDLAND BANK, AS  TRUSTEE,

                      By:
                      Authorized Officer


                                 <PAGE>

                                   8

                            [Reverse of Bond]

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

   This bond will not be subject to any sinking fund.

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

                                <PAGE>

                                   9

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

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

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

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

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

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

                                <PAGE>

                                  10

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

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

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

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

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

                                 <PAGE>

                                   11

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

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

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

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

                       OPTION TO ELECT REPAYMENT

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

   For this  bond  to  be  repaid,  the  Trustee must receive at 140
Broadway - A Level, New York, New York 10005-1180,  or at such other
place or places of which the Company shall from time  to time notify
the  holder  of  this bond, not more than 60 nor less than  20  days
prior to an Optional  Repayment  Date,  if any, shown on the face of
this bond, this bond with this "Option to Elect 

                                  <PAGE>

                                    12

Repayment" form duly completed.

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

$_____________________     

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

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

and

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

   NOW,  THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, in
order to secure  the  payment  of the principal of, premium, if any,
and interest on all Bonds at any  time  issued and outstanding under
the Original Indenture as supplemented and  modified  by  the forty-
five   supplemental   indentures   hereinbefore   described  and  as
supplemented and modified by this Supplemental Indenture,  according
to  their  tenor,  purport and effect, and to secure the performance
and observance of all  the  covenants  and  conditions  therein  and
herein  contained,  and for the purpose of confirming and perfecting
the lien of the Original  Indenture on the properties of the Company
hereinafter described, or referred  to, and for and in consideration
of the premises and of the mutual covenants  herein  contained,  and
acceptance  of  the  Bonds  of  the Medium Term Note Series V by the
holders thereof, and for other valuable  consideration,  the receipt
whereof  is  hereby  acknowledged,  the  Company  has  executed  and
delivered  this  

                                <PAGE>

                                  13

Supplemental  Indenture  and by these presents does
grant,  bargain,  sell,  warrant, alien, convey,  assign,  transfer,
mortgage, pledge, hypothecate, set over and confirm unto the Trustee
the  following  property,  rights,  privileges  and  franchises  (in
addition to all other property,  rights,  privileges  and franchises
heretofore  subjected  to  the  lien  of  the Original Indenture  as
supplemented by the forty-five supplemental  indentures hereinbefore
described  and not heretofore released from the  lien  thereof),  to
wit:

                               CLAUSE I

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

                              CLAUSE II

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

                              CLAUSE III

   Together   with   all   and   singular   the  plants,  buildings,
improvements,   additions,   tenements,  hereditaments,   easements,
rights,  privileges,  licenses  and   franchises   and   all   other
appurtenances whatsoever belonging or in any wise pertaining to  any
of  the  property hereby mortgaged or pledged, or 

                                 <PAGE>
                               
                                   14

intended so to be,
or any part thereof, and the reversion and reversions, remainder and
remainders,  and  the  rents,  revenues,  issues,  earnings, income,
products and profits thereof, and every part and parcel thereof, and
all the estate, right, title, interest, property, claim  and  demand
of  every  nature  whatsoever  of  the  Company at law, in equity or
otherwise howsoever, in, of and to such property  and every part and
parcel thereof.

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

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

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

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

                                <PAGE>

                                  15
                                    

                             ARTICLE ONE.

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

   SECTION   1.01.   CERTAIN  TERMS OF BONDS OF THE MEDIUM TERM NOTE
SERIES V.  The aggregate principal amount of the Bonds of the Medium
Term  Note  Series  V shall be limited  to  $50,000,000,  excluding,
however, any Bonds of  the  Medium  Term  Note Series V which may be
executed, authenticated and delivered in exchange  for or in lieu of
or  in substitution for other Bonds of such Series pursuant  to  the
provisions  of  the  Original  Indenture  or  of  this  Supplemental
Indenture.

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

                                <PAGE>

                                  16

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

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

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

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

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

   SECTION 1.02.  REDEMPTION PROVISIONS FOR BONDS OF THE MEDIUM TERM
NOTE SERIES V.  The Bonds of the Medium Term Note  Series V shall be
subject to redemption prior to maturity as a whole at any time or in
part from time to time as the Board of Directors of  the Company, or
any officer of the Company acting pursuant to authority  granted  by
the  Board  of Directors may determine, and as set forth on the Form
of Bonds of the  Medium  Term  Note  Series  V  set  forth  in  this
Supplemental Indenture.

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

                                <PAGE>

                                  17

   The Bonds  of  the  Medium Term Note Series V are also subject to
redemption  through the application  of  proceeds  of  the  sale  or
disposition substantially  as  an entirety of the Company's electric
properties at Portland, Oregon,  which  proceeds are required by the
provisions of Section 7.01 of the Original  Indenture  to be applied
to  the  retirement  of Bonds, upon payment of the principal  amount
thereof together with  interest  thereon  payable  to  the  date  of
redemption.

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

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

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

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

                                 <PAGE>

                                   18

   SECTION 1.07.  I.  Each holder  of  any  Bond  of the Medium Term
Note Series V by acceptance of such Bond shall thereby consent that,
at any time after the requisite consents, if any, of  the holders of
Bonds of other series shall have been given as hereinafter provided,
Subsections  A  and  G of Section 1.10 of the Original Indenture  be
amended so as to read as follows:

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

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

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

                                <PAGE>

                                  19

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

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

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

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

   "All  Bonds  credited  against  any  sinking   fund  payment  due
subsequent to 

                                 <PAGE>

                                   20

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

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

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

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

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

                                   21
    
    deemed, either without time
    limit  or  only  so  long  as  any  Bonds  of  such  series  are
    outstanding, to have been  'included in an officers' certificate
    filed with the Trustee as the  basis  for a sinking fund credit'
    and to have been 'made the basis for action or credit hereunder'
    as such term is defined in Subsection H  of  Section 1.10 of the
    Original Indenture, and (b) 166 2/3% of the principal amount of
    Bonds  of  any  series  which shall have been delivered  to  the
    Trustee as a credit, or which  the Company shall have elected to
    apply as a credit, against any sinking  fund  payment due during
    such calendar year for Bonds of any series, or  which shall have
    been redeemed in anticipation of, or out of moneys  paid  to the
    Trustee on account of, any sinking fund payment due during  such
    calendar  year  for Bonds of any series and which as a result of
    having been so made  the  basis  of a credit upon a sinking fund
    payment and/or so redeemed by operation  of a sinking fund shall
    have been disqualified, either without time  limit  or  only  so
    long  as  any  Bonds  of such series are outstanding, from being
    made the basis of the authentication and delivery of Bonds or of
    any other further action  or credit under the Original Indenture
    or any supplemental indenture.   Bonds  delivered to the Trustee
    as, or applied as, a credit against any sinking fund payment and
    Bonds  redeemed  in  anticipation of any sinking  fund  payment,
    regardless  of  the time  when  they  were  actually  delivered,
    applied or redeemed,  for  purposes  of  the  preceding sentence
    shall be deemed to have been delivered, applied  or redeemed, as
    the  case  may  be, on the sinking fund payment date  when  such
    sinking fund payment was due.  Bonds redeemed out of moneys paid
    to the Trustee on  account  of  any  sinking fund payment shall,
    regardless of the date when they were  redeemed, for purposes of
    the second preceding sentence, be deemed  to  have been redeemed
    on the later of (i) the date on which such moneys  were  paid to
    the  Trustee  or  (ii)  the  sinking fund payment date when such
    sinking fund payment was due."

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

       "The  aggregate   amount   of   the   minimum  provision  for
    depreciation as applied to bondable public  utility property and
    the aggregate amount of the minimum provision  for  depreciation
    as applied to bondable public utility property not subject  to a
    prior  lien  from March 31, 1945 to any date shall be the sum of
    the corresponding  minimum  provision  for depreciation for each
    completed calendar year between December 31, 1966 and such date,
    plus  (1) the corresponding 
    
                                 <PAGE>    

                                   22
    
    minimum provision  for  depreciation
    for the  period,  if  any,  from the end of the most recent such
    completed calendar year to such date, in each case determined as
    set forth above, plus (2) $35,023,487.50,  plus  (3)  an  amount
    equal  to  the  aggregate  of  (a)  the  amount  of any property
    additions which, between December 31, 1966 and such date, became
    property additions of the character described in clause  (a)  of
    the second paragraph of this Subsection G and which, thereafter,
    also  between December 31, 1966 and such date, became 'available
    additions' as a result of the fact that all Bonds of such series
    ceased  to  be  outstanding,  and (b) 166 2/3% of the principal
    amount of Bonds of any series which,  between  December 31, 1966
    and such date, become Bonds of the character described in clause
    (b)  of  the  second paragraph of this Subsection G  and  which,
    thereafter, also between December 31, 1966 and such date, became
    'available Bond  retirements'  as  a result of the fact that all
    Bonds of such series ceased to be outstanding."

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

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

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

                                   23

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

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

  "To the extent that

    (a) in any given  year  the  principal  amount  of Bonds made the
        basis  of  a  credit  upon  any sinking fund payment,  and/or
        redeemed  (whether  on a sinking  fund  payment  date  or  in
        anticipation of a sinking  fund  payment) by operation of the
        sinking fund, for Bonds of the 1975  Series,  or for Bonds of
        the 1977 Series, or for Bonds of the 1977 Second  Series,  or
        for  Bonds  of  the  1984  Series,  or  for Bonds of the 1986
        Series, or for Bonds of the 4 7/8% Series  due  1987, or for
        Bonds of the 1990 Series, or for Bonds of the 1991 Series, or
        for Bonds of the 4 5/8% Series due 1993, or for Bonds 
       
                                 <PAGE>       

                                   24
       
        of the
        4 3/4% Series due 1993, or for Bonds of the 1994  Series, or
        for Bonds of the 1995 Series or for Bonds of the 1996 Series,

  does not exceed

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

  to the extent that

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

  does not exceed

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

  the principal amount of Bonds so made the basis of a credit upon a
  sinking  fund  payment  and/or so redeemed  by  operation  of  the
  sinking fund for Bonds of  such  Series  shall  not  (but  without
  limiting  the  use  of the principal amount thereof in calculating
  any minimum provision  for 
  
                                 <PAGE>  

                                   25
  
  depreciation pursuant to the provisions
  of Subsection G of Section  1.10  of the Original Indenture as the
  same  may  be amended in accordance with  the  provisions  of  any
  supplemental  indenture)  be  made the basis of the authentication
  and delivery of Bonds or of any  other  further  action  or credit
  under the Original Indenture or any supplemental indenture; and

  to the extent that

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

  does not exceed

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

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

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

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

   (ii) the aggregate  amounts  set  forth  in  (b) of the paragraph

                                 <PAGE>

                                   26

        immediately preceding with reference to Bonds  of such Series
        for all years,

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

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

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

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

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

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

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

     (3) subsection  H  of Section 1.10 of the Original Indenture be

                                 <PAGE>

                                   27

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

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

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

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

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

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

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

                                   <PAGE>

                                     28

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

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

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

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

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

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

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

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

                                 <PAGE>

                                   29

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

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

                              ARTICLE TWO.

                                TRUSTEE.

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

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

                                 <PAGE>

                                   30

                             ARTICLE THREE.

                       MISCELLANEOUS PROVISIONS.

   SECTION   3.01.    Although   this  Supplemental  Indenture,  for
convenience and for the purpose of  reference,  is  dated  August 1,
1996, the actual date of execution by the Company and by the Trustee
is as indicated by their respective acknowledgments hereto annexed.

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

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

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

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

                                 <PAGE>

                                   31

corporate
seal  to  be  hereunto affixed and attested by one of its  Corporate
Trust Officers, all as of the day and year first above written.


                         PORTLAND GENERAL ELECTRIC
                         COMPANY

                         By:__________________________
                         Title:  SENIOR VICE PRESIDENT
Attest:

___________________________

Title:  ASSISTANT SECRETARY

                                                               (Seal)

                         MARINE MIDLAND BANK

                         By: _________________________

                         Title: ______________________

Attest:

___________________________

Title: ____________________
                                                               (Seal)


                                  <PAGE>

                                    32

State of Oregon
                    } ss.:
County of Multnomah

   The  foregoing  instrument  was  acknowledged  before  me on this ____
day  of August, 1996 by Joseph M. Hirko, a Senior Vice President  of
PORTLAND  GENERAL ELECTRIC COMPANY, an Oregon corporation, on behalf
of said corporation.

                       _____________________________________________
                       Notary Public for Oregon
                       My Commission Expires _______________________

[NOTARIAL SEAL]

                                   <PAGE>

                                     33

State of New York
                  } ss.:
County of _______

   The foregoing  instrument  was  acknowledged before me on this ____ day 
of August, 1996 by _____________________________, a(an) ____________________
of MARINE MIDLAND BANK, a New York banking corporation and trust company, on 
behalf of said corporation.


                       ____________________________________
                       Notary Public, State of New York
                       No. ________________________________
                       Commission Expires _________________

[NOTARIAL SEAL]

                                    <PAGE>

                                      34

State of Oregon
                    } ss.:
County of Multnomah

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

Subscribed and sworn to before me this ____ day of August, 1996.



                       ______________________________________
                       Notary Public for Oregon
                       My Commission Expires ________________

[NOTARIAL SEAL]




















                                            SS 6726

                                 <PAGE>