SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                       FORM 10-K/A

                                     AMENDMENT NO. 2

    [X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                       For the fiscal year ended DECEMBER 31, 1996

                                           or

    [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
           For the Transition period from ________________ to _______________




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

1-5532                      PORTLAND GENERAL CORPORATION             93-0909442
                            (an Oregon Corporation)
                            121 SW Salmon Street
                            Portland, Oregon 97204
                            (503) 464-8820

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

</TABLE>
Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S><C>                                                               <C>
                                                                     Name of each exchange
                     TITLE OF EACH CLASS                              ON WHICH REGISTERED
   Portland General Corporation
    Common Stock, $3.75 par value per share                          New York Stock Exchange
                                                                     Pacific Stock Exchange

   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:
   Portland General Corporation
    None

   Portland General Electric Company,
       7.75% Series, Cumulative Preferred Stock, no par value
</TABLE>
                                            1
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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 ]

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       .

The aggregate market value of Portland General Corporation voting stock held by
non-affiliates  of  the registrant as of February 28, 1997 (based on  the  last
sales price on the New York Stock Exchange as of such date) was $2 billion.

The number of shares  outstanding  of  the  registrants'  common  stocks  as of
February 28, 1997 was:
                            Portland General Corporation      51,391,536
                            Portland General Electric Company 42,758,877
                              (owned by Portland General Corporation)


                           DOCUMENT INCORPORATED BY REFERENCE

The  information required to be included in Part III hereof is incorporated  by
reference  from Portland General Corporation's definitive proxy statement to be
filed on or about May 27, 1997.




                                       SIGNATURES


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


                            PORTLAND GENERAL CORPORATION
                                     (Registrants)


June 27, 1997               By                /S/ JOSEPH E. FELTZ
                                                Joseph E. Feltz
                                             Assistant Controller
                                             Assistant Treasurer

                                               *Joseph M. Hirko
                                               Sr. Vice President
                                            Chief Financial Officer

                            *Signed on behalf of this person.

June 27, 1997               By                /S/ JOSEPH E. FELTZ
                                                Joseph E. Feltz
                                              Assistant Controller
                                              Assistant Treasurer

                                            2
<PAGE>

                 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE
                                                                           
                                                                      
(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].                              X     X

(3)       ARTICLES OF INCORPORATION AND BYLAWS

        * Restated Articles of Incorporation of Portland General
          Corporation [Pre-effective Amendment No. 1 to Form S-4,
          Registration No. 33-1987, dated December 31, 1985,
          Exhibit (B)].                                                    X

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

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

        * 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)].                                       X

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

        * Bylaws of Portland General Corporation as amended on
          February 5, 1991 [Form 10-K for the fiscal year
          ended December 31, 1990, Exhibit (10)].                          X

        * 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)].                            X

(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;

</TABLE>
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<PAGE>
                   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE


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

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

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

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

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

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

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

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

(10)      MATERIAL CONTRACTS

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

        * 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)].          X     X

        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)].                                                   X     X

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

</TABLE>
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<PAGE>
                   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE

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

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

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

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

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

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

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

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

        * 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)].      X     X



        * Portland General Corporation Outside Directors'
          Deferred Compensation Plan, 1996 Restatement
          dated January 1, 1996 [Form 10-Q for the quarter
          ended June 30, 1996, Exhibit (10)].                              X     X

        * Portland General Corporation Outside Directors'
          Deferred Compensation Plan, Amendment No. 1
          dated October 18, 1996 [Form 10-Q for the quarter
          ended June 30, 1996, Exhibit (10)].                              X     X

</TABLE>
                                            5
<PAGE>
                   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE

(10)    * Portland General Corporation Outside Directors'
CONT.     Deferred Compensation Plan, 1996 Restatement,
          Amendment No. 2 dated November 4, 1996
          [Form 10-K for the fiscal year ended December 31,
          1996, Exhibit (10)].                                             X      X

        * Portland General Corporation Retirement Plan for
          Outside Directors, 1996 Restatement dated January 1, 1996
          [Form 10-Q for the quarter ended June 30, 1996,
          Exhibit (10)].                                                   X     X

        * Portland General Corporation Outside Directors' Life
          Insurance Benefit Plan, 1996 Restatement dated
          January 1, 1996 [Form 10-Q for quarter ended
          June 30, 1996, Exhibit (10)].                                    X     X

        * Portland General Corporation Outside Directors' Life
          Insurance Benefit Plan, 1996 Restatement, Amendment
          No. 1 dated September 10, 1996 [Form 10-Q for the
          quarter ended September 31, 1996, Exhibit (10)].                 X     X

        * Portland General Corporation Outside Directors' Stock
          Compensation Plan, Amended and Restated December 6,
          1996 [Form 10-K for the fiscal year ended December 31,           X
          1991, Exhibit (10)].

        * Portland General Corporation Outside Directors' Stock
          Compensation Plan, Amendment No. 1 dated October 2,
          1996 [Form 10-K for the fiscal year ended December 31,
          1996, Exhibit (10)].                                             X

               EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

        * Portland General Corporation Management Deferred
          Compensation Plan, 1996 Restatement dated January 1,
          1996 [Form 10-Q for the quarter ended June 30, 1996,
          Exhibit (10)].                                                   X     X

        * Portland General Corporation Management Deferred
          Compensation Plan, Amendment No. 1 dated October 18,
          1996  [Form 10-Q for the quarter ended June 30, 1996,
          Exhibit (10)].                                                   X     X

        * Portland General Corporation Management Deferred
          Compensation Plan, 1996 Restatement, Amendment No. 2
          dated November 4, 1996 [Form 10-K for the fiscal year
          ended December 31, 1996, Exhibit (10)].                          X

        * Portland General Corporation Senior Officers Life
          Insurance Benefit Plan, 1996 Restatement Amendment No. 1
          dated October 22, 1996 [Form 10-Q for the quarter ended
          March 31, 1996, Exhibit (10)].                                   X     X
</TABLE>
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<PAGE>                                      
                   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE

(10)    * Portland General Corporation Annual Incentive Master Plan
CONT.     [Form 10-K for the fiscal year ended December 31, 1987,
          Exhibit (10)].                                                   X     X


        * Portland General Corporation 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)].                                                           X     X

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

        * 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)].                                                         X

        * Portland General Corporation Supplemental Executive
          Retirement Plan, 1996 Restatement dated January 1, 1996
          [Form 10-Q for the quarter ended March 31, 1996,
          Exhibit (10)].                                                   X     X

        * Portland General Corporation Supplemental Executive
          Retirement Plan, Amendment No. 1 dated January 1, 1991,
          [Form 10-K for the fiscal year ended December 31, 1991,          X     X
          Exhibit (10)].

        * Change in Control Severance Agreement, effective October 1,
          1994 [Form 10-K for the fiscal year ended December 31, 1994,
          Exhibit (10)].                                                   X     X

        * Portland General Corporation Amended and Restated 1990
          Long-Term Incentive Master Plan, 1996 Restatement
          dated September 10, 1996 [Form 10-K for the fiscal year
          ended December 31, 1996, Exhibit (10)].                          X

        * Portland General Corporation 1990 Long-Term Incentive
          Master Plan, Amendment No. 1 dated February 8, 1994
          [Form 10-K for the fiscal year ended December 31, 1993,
          Exhibit (10)].                                                   X

(23)      CONSENTS OF EXPERTS AND COUNSEL

          Portland General Corporation Consent of Independent
          Public Accountants (filed herewith).                             X

        * Portland General Electric Company Consent of Independent
          Public Accountants [Form 10-K for the fiscal year
          ended December 31, 1996, Exhibit (10)].                                X
</TABLE>
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<PAGE>
                   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>     <C>                                                               <C>   <C>
NUMBER                                           EXHIBIT                  PGC   PGE


(24)      POWER OF ATTORNEY

        * Portland General Corporation Power of Attorney
          [Form 10-K for the fiscal year ended December 31, 1996,
          Exhibit (24)].                                                   X

        * Portland General Electric Company Power of Attorney
          [Form 10-K for the fiscal year ended December 31, 1996,
          Exhibit (24)].                                                         X

        * Portland General Corporation Power of Attorney
          (filed herewith).                                                X



(99)      ADDITIONAL EXHIBITS

          Form 11-K relating to Employee Stock Purchase Plan of
          Portland General Corporation [Form 10-K for the fiscal year
          ended December 31, 1996, Exhibit (24)].                          X

        * Form 11-K relating to Retirement Savings Plan of Portland
          General Corporation (filed herewith)                             X

</TABLE>

* 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 M. Hirko
              Senior Vice President
              Chief Financial Officer

              Portland General Corporation
              121 SW Salmon Street
              Portland, OR 97204

                                            8
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