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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                  ------------
                                    FORM 10-K
                                  ------------

(Mark One)
[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

                        COMMISSION FILE NUMBER 333-13791

                               ENRON OREGON CORP.
             (Exact name of registrant as specified in its charter)

             OREGON                                     76-0511381
  (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
 OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                                 ENRON BUILDING
                     1400 SMITH STREET, HOUSTON, TEXAS 77002
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-853-6161
                                  ------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None





     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

       Yes [X]      No [  ]

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

     As of March 15, 1997 there were 1,000 shares of common stock outstanding,
each of which was owned by the registrant's parent, Enron Corp.



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                               ENRON OREGON CORP.
                                    FORM 10-K

                                TABLE OF CONTENTS

                                     PART I
                                                                          Page

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

Item 2.  Properties   .................................................     1

Item 3.  Legal Proceedings.............................................     1

Item 4.  Submission of Matters to a Vote of Security Holders...........     1

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related 
         Stockholder Matters...........................................     2

Item 6.  Selected Financial Data.......................................     2

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

Item 8.  Financial Statements and Supplementary Data...................     2

Item 9.  Changes in and Disagreements with Accountants on Accounting 
         and Financial Disclosure......................................     2

                                    PART III

Item 10. Directors and Executive Officers of the Registrant............     2

Item 11. Executive Compensation........................................     3

Item 12. Security Ownership of Certain Beneficial Owners and Management     3

Item 13. Certain Relationships and Related Transactions................     3

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on 
         Form 8-K......................................................     3



<PAGE>   3


                                     PART I

ITEM 1. BUSINESS

NOTE: Enron Oregon Corp. (the "Company" or "New Enron") was incorporated under 
the laws of the State of Oregon on July 19, 1996 as a wholly owned subsidiary 
of Enron Corp. ("Enron"). The Company was formed solely for the purpose of 
effecting the transactions contemplated by the Amended and Restated Agreement
and Plan of Merger dated as of July 20, 1996 and amended and restated as of 
September 24, 1996 (the "Merger Agreement") among Enron, the Company and 
Portland General Corporation, an Oregon corporation ("PGC").

         Under the Merger Agreement, and subject to the terms and conditions
thereof, (i) Enron will be reincorporated as an Oregon corporation by merging
with and into New Enron (the "Reincorporation Merger") and (ii) immediately
thereafter, PGC will merge with and into New Enron, with New Enron being the
surviving corporation (the "PGC Merger" and, together with the Reincorporation
Merger, the "Mergers"). The Merger Agreement provides that if certain regulatory
reforms are enacted, the structure of the transactions contemplated by the
Merger Agreement will be revised to eliminate the Reincorporation Merger.

         On November 12, 1996, the respective stockholders of Enron and PGC
voted to adopt and approve the transactions contemplated by the Merger
Agreement. Completion of the Mergers remains subject to satisfaction of
regulatory approvals and other customary closing conditions, including approval
by the Oregon Public Utilities Commission.

         As a result, New Enron has not issued any of its authorized shares,
except for 1,000 shares of Common Stock issued to Enron in connection with the
formation of New Enron. Furthermore, New Enron has no assets, liabilities or
equity as of December 31, 1996 (or as of the date hereof), except for immaterial
amounts of cash contributed by Enron in connection with the formation of New
Enron. In addition, New Enron has conducted no operations and has incurred no
liabilities.

         ACCORDINGLY, THERE ARE NO FINANCIAL STATEMENTS OR MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IN THIS
REPORT.

         Upon the consummation of the Mergers, the assets, liabilities and
equity of Enron and PGC will become assets, liabilities and equity of New Enron
and will be included in New Enron's financial statements.

ITEM 2. PROPERTIES

         None

ITEM 3. LEGAL PROCEEDINGS

         None

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

         None


                                       1
<PAGE>   4



                                     PART II

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

         All of the Registrant's 1,000 shares of Common Stock, no par value, are
owned by the Registrant's parent, Enron Corp. There is no established trading
market for the Registrant's Common Stock.

ITEM 6. SELECTED FINANCIAL DATA

         See NOTE in Item 1 above.

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

         See NOTE in Item 1 above.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See NOTE in Item 1 above.

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

         None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         DIRECTORS

Edmund P. Segner,III (43)        Edmund P. Segner,  III is the sole director of
                                 the Company,  having been elected on July 19,
                                 1996.  Since  October  1992,  Mr.  Segner
                                 has  served  as  Executive  Vice  President  
                                 and  Chief of Staff of Enron Corp.,  the  
                                 Registrant's  parent company.  From October 
                                 1990 through  October 1992,  Mr. Segner served
                                 as Senior Vice  President of  Investor,  
                                 Public &  Government  Relations  of Enron 
                                 Corp.  Mr. Segner  is also a  director  of 
                                 Enron Oil & Gas  Company  and Enron Global 
                                 Power & Pipelines L.L.C.

         EXECUTIVE OFFICERS

Edmund P. Segner,III (43)        Mr. Segner was elected President of the  
                                 Company in July 1996. Since  1988, Mr. Segner 
                                 has served in a variety of managerial 
                                 positions with Enron Corp., the Registrant's 
                                 parent company.

William D. Gathmann (43)         Mr. Gathmann was elected Vice President, 
                                 Finance and Treasurer of the Company
                                 in July 1996. Mr. Gathmann also serves as
                                 Vice President, Finance and Treasurer
                                 of Enron Corp., the Company's parent.
                                 From May 1994 to July 1996, Mr. Gathmann
                                 was Vice President, Finance of Enron
                                 Development Corp. From January 1991
                                 to May 1994, Mr. Gathmann was an
                                 Assistant Treasurer of Enron Corp.  

                                       2
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ITEM 11. EXECUTIVE COMPENSATION

         No compensation has been paid to date by the Company to its director or
officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth the required information with respect to
each person who is the beneficial owner of more than 5% of the Common Stock.

<TABLE>
<CAPTION>

                                                                   AMOUNT AND NATURE
                                                                     OF BENEFICIAL
           NAME AND ADDRESS OF                                      OWNERSHIP AS OF            PERCENT
            BENEFICIAL OWNER                 TITLE OF CLASS          MARCH 15, 1997           OF CLASS
            ----------------                 --------------          --------------           --------
<S>                                          <C>                    <C>                       <C>
             Enron Corp.                      Common Stock,              1,000                   100
             1400 Smith Street                no par value
             Houston, Texas  77002
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

         None

CHANGES IN CONTROL

         None

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

                                                 PART IV

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

         (A)      EXHIBITS

         2.1      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, New Enron and PGC (incorporated by reference
                  to Exhibit 2.1 to New Enron's Registration Statement on Form
                  S-4, Registration No. 333-13791).

         3.1      Restated  Articles of Incorporation  of New Enron  
                  (incorporated by reference to Exhibit 3.1 to New Enron's 
                  Registration Statement on Form S-4, Registration No.
                  333-13791).

         3.2      Form of Bylaws of New Enron (incorporated by reference to
                  Exhibit 3.2 to New Enron's Registration Statement on 
                  Form S-4, Registration No. 333-13791).

         3.3      Form of Series  Designation for the New Enron Cumulative  
                  Second Preferred Convertible Stock (incorporated by 
                  reference to Exhibit 3.3 to New Enron's Registration Statement
                  on Form S-4, Registration No. 333-13791).

         3.4      Form of Series Designation for the New Enron 9.142% Perpetual
                  Second  Preferred Stock (incorporated by reference to 
                  Exhibit 3.4 to New Enron's Registration Statement on
                  Form S-4, Registration No. 333-13791).

        27.1      Financial Data Schedule

         (B)      REPORTS ON FORM 8-K.

                  None

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                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 28th day of
March, 1997.

                                  ENRON OREGON CORP.
                                  (Registrant)



                                  By: /s/ WILLIAM D. GATHMANN
                                     ------------------------------
                                          William D. Gathmann
                                          Vice President, Finance and Treasurer



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on March 28, 1997 by the following persons on
behalf of the Registrant and in the capacities indicated.


           SIGNATURE                              TITLE

   /s/ EDMUND P. SEGNER, III              President and Director
-----------------------------------       (Principal Executive Officer)
       (Edmund P. Segner, III)             

   /s/ WILLIAM D. GATHMANN                Vice President, Finance and Treasurer
-----------------------------------       (Principal Financial and 
       (William D. Gathmann)               Accounting Officer) 



                                       4



<PAGE>   7

                                 EXHIBIT INDEX

         2.1      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, New Enron and PGC (incorporated by reference
                  to Exhibit 2.1 to New Enron's Registration Statement on Form
                  S-4, Registration No. 333-13791).

         3.1      Restated  Articles of Incorporation  of New Enron  
                  (incorporated by reference to Exhibit 3.1 to New Enron's 
                  Registration Statement on Form S-4, Registration No.
                  333-13791).

         3.2      Form of Bylaws of New Enron (incorporated by reference to
                  Exhibit 3.2 to New Enron's Registration Statement on 
                  Form S-4, Registration No. 333-13791).

         3.3      Form of Series  Designation for the New Enron Cumulative  
                  Second Preferred Convertible Stock (incorporated by 
                  reference to Exhibit 3.3 to New Enron's Registration Statement
                  on Form S-4, Registration No. 333-13791).

         3.4      Form of Series Designation for the New Enron 9.142% Perpetual
                  Second  Preferred Stock (incorporated by reference to 
                  Exhibit 3.4 to New Enron's Registration Statement on
                  Form S-4, Registration No. 333-13791).

        27.1      Financial Data Schedule