SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM 10-Q





    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES EXCHANGE ACT OF 1934
                     For the quarterly period ended MARCH 31, 1997



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

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

The number of shares outstanding of the registrants'  common stocks as of April
30, 1997 are:

                   Portland General Corporation                  51,406,352
                   Portland General Electric Company             42,758,877
                            (owned by Portland General Corporation)

                                     1
                                   <PAGE>



                           TABLE OF CONTENTS

                                                             PAGE NUMBER

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

PART I.   PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
          FINANCIAL INFORMATION

             Management's Discussion and Analysis of
              Financial Condition and Results of Operations....... 3
             Consolidated Statements of Income.....................8
             Consolidated Statements of Retained Earnings..........8
             Consolidated Balance Sheets...........................9
             Consolidated Statements of Cash Flow.................10
             Notes to Consolidated Financial Statements...........11
             Portland General Electric Company and
              Subsidiaries Financial Information..................12

PART II.  OTHER INFORMATION

             Item 1 - Legal Proceedings...........................16
             Item 6 - Exhibits and Reports on Form 8-K............16
             Signature Page.......................................17


                              DEFINITIONS

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

                                   2  
                                 <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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

FINANCIAL AND OPERATING OUTLOOK

PORTLAND GENERAL CORPORATION - HOLDING COMPANY

Portland  General Corporation (Portland General or PGC),  an  electric  utility
holding company,  was  organized  in  December 1985.  Portland General Electric
Company  (PGE  or  the  Company),  an electric  utility  company  and  Portland
General's principal operating subsidiary,  accounts  for  substantially  all of
Portland General's assets, revenues and net income.


                            PROPOSED MERGER

GENERAL
During 1996 Portland General entered into an Amended and Restated Agreement and
Plan  of  Merger (Original Merger Agreement) with Enron Corp. (Enron) and Enron
Oregon Corp.  (New  Enron),  a  wholly-owned subsidiary of Enron.  The Original
Merger Agreement was approved by  the  shareholders  of  both  Enron and PGC on
November  12,  1996.  In  April 1997 the Original Merger Agreement was  amended
(Amended Merger Agreement)  by  the  First  Amendment  to  Amended and Restated
Agreement and Plan of Merger (First Amendment). The principal  effects  of  the
First  Amendment are (i) to reduce the PGC conversion ratio to 0.9825 shares of
New Enron  Common  Stock for each share of PGC Common Stock (as compared to one
share of  New Enron  Common  Stock for each share of PGC Common Stock under the
Original Merger Agreement) and (ii) to address issues raised through the merger
approval process, including to  provide  guaranteed  merger related benefits to
PGE's electricity customers of $141 million.

Under the terms of the Amended Merger Agreement, Portland  General  will  merge
into  New Enron (Merger) and each share of the common stock of Portland General
will be  converted  into  0.9825  shares  of  the  common  stock  of New Enron.
Immediately prior to the consummation of the Merger, Enron will merge  into New
Enron  for  the  purpose  of  reincorporating  Enron in Oregon (Reincorporation
Merger).

APPROVALS AND CONSENTS
OPUC  -  Portland  General  Electric  (PGE),   an electric  utility  and  PGC's
principal subsidiary, is subject to the jurisdiction  of  the OPUC with respect
to its electric utility operations.  The approval of the OPUC  is  required for
any  transaction  in which a person seeks to acquire the power to exercise  any
substantial influence over the policies and actions of a public utility subject
to OPUC's jurisdiction.   Upon completion of the Merger, Enron will be the sole
owner of PGE common stock.  On August 30, 1996, Enron filed an application with
the OPUC seeking approval of  the  Merger.  The OPUC must approve the merger if
they find that it will serve the customers  of  PGE in the public interest.  In
making that finding the OPUC may consider whether  the  change  in ownership of
PGE will impair the ability of the utility to provide adequate service  at just
and reasonable rates. On April 29, 1997, following extensive discussions, Enron
and PGC finalized a settlement agreement on their proposed merger with the OPUC
Staff  and  other  interested  parties.  The  stipulation  agreement  has  been
presented  to the OPUC for approval. As one of the conditions of the agreement,
under the Amended  Merger  Agreement,  the  two companies will guarantee merger
related benefits to PGE's retail electricity customers of $141 million. A final
order from the Commission will be issued by June 4, 1997.

                                      3 
                                    <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


SHAREHOLDER - Approval of the Amended Merger Agreement by PGC shareholders (but
not  Enron shareholders) is required as a result  of  the  First  Amendment.  A
shareholder vote is scheduled to take place at PGC's annual shareholder meeting
scheduled on June 24, 1997.

OTHER  -  All  mandatory  approvals  for  consummation  of the Merger have been
obtained except for approval by the OPUC.

OPERATIONS AFTER THE BUSINESS COMBINATION
When  the  merger  is  complete,  Portland General will cease  to  exist.  PGE,
Portland  General's utility subsidiary  will  retain  its  name,  most  of  its
functions,  maintain  its  principal  corporate offices in Portland, Oregon and
will be a subsidiary of Enron, an integrated  natural gas company headquartered
in Houston, Texas.  Essentially all of Enron's operations are conducted through
its subsidiaries and affiliates which are principally engaged in the gathering,
transportation  and wholesale marketing of natural  gas;  the  exploration  and
production  of  natural   gas   and   crude   oil;  the  production,  purchase,
transportation  and  marketing  of natural gas liquids  and  refined  petroleum
products; the independent development, promotion, construction and operation of
power plants, natural gas liquids  facilities  and pipelines; and the non-price
regulated purchasing and marketing of energy related commitments.

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


PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY

COMPETITION

The Energy Policy Act of 1992 (Energy Act) set the  stage for change in federal
and state regulations aimed at increasing both wholesale and retail competition
in  the  electric industry.  The Energy Act eased restrictions  on  independent
power production  and  granted authority to the FERC to mandate open access for
the wholesale transmission  of electricity. The FERC has taken steps to provide
a framework for increased competition  in  the electric industry.  In 1996, the
FERC issued Order 888 requiring non-discriminatory  open access transmission by
all public utilities that own interstate transmission.

FERC actions apply only to the wholesale transmission  of  electricity.   Terms
and  conditions  of retail transmission service are subject to individual state
regulation.  Since  the  passage  of  the  Energy  Act,  various  state utility
commissions  have addressed retail wheeling proposals which would allow  retail
customers direct  access  to generation suppliers, marketers, brokers and other
service providers in a competitive  marketplace  for  energy  services. Several
states have implemented pilot programs to evaluate the effects that competition
will  have on retail customers. Other states, such as California,  have  passed
legislation  that  mandates  the  phase  in  of retail wheeling.  Several bills
proposing  retail  competition  have been introduced  during  the  1997  Oregon
legislative session. Industry restructuring  bills are also being introduced at
the federal level.

PGE will file a plan with the OPUC on or before  60  days  after the closing of
the Enron / PGC merger (see Proposed Merger Discussion above),  to  open  PGE's
service territory to competition. This plan will allow  residential, commercial
and  industrial  customers  to  choose their energy supplier and will include a
proposal to separate  PGE's competitive  and  monopoly businesses. In addition,
the plan will include a proposal for the treatment  of  transition  or stranded
costs.

                                    4
                                  <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


RETAIL CUSTOMER GROWTH AND ENERGY SALES

Weather adjusted retail energy sales grew 4.7% for the three months ended March
31, 1997 compared to the same period last year. Commercial and industrial sales
increased by 8.2% and 8.7%, respectively due to strong growth in most  industry
segments.  Sales  to  high-tech  and  lumber  industries increased by over 20%,
whereas  sales to paper manufactures remained flat.  Metals  manufactures  have
begun to rebound  from  prior  year  production  cutbacks. The addition of over
5,300  customers  resulted in residential sales growth  of  2.1%.  The  Company
expects 1997 retail energy sales growth to be approximately 7.0%.

QUARTERLY INCREASE IN RETAIL CUSTOMERS

QUARTER/YEAR   RESIDENTIAL   COMMERCIAL/INDUSTRIAL

4Q 94          4247          379
1Q 95          3010          270
2Q 95          2194          509
3Q 95          2145          435
4Q 95          5566          554
1Q 96          3633          539
2Q 96          3664           76
3Q 96          3021          594
4Q 96          5151          877
1Q 97          3953          509

WHOLESALE MARKETING

The surplus of electric generating capability in the Western U.S., the entrance
of numerous wholesale  marketers  and  brokers into the market, and open access
transmission is contributing to increasing  pressure on the price of power.  In
addition the development of financial markets  and  NYMEX  electricity contract
trading has led to increased price discovery available to market  participants,
further  adding  to the competitive pressure on wholesale margins.  During  the
first quarter PGE's  wholesale  revenues  increased $78 million compared to the
same period last year, accounting for 32% of  total  revenues  and 57% of total
sales.   In  future years PGE will continue its participation in the  wholesale
marketplace to  balance  its  supply  of  power to meet the needs of its retail
customers,  manage  risk and to administer PGE's  current  long-term  wholesale
contracts.  Due to increasing  volatility  and  reduced  margins resulting from
increased  competition,  long-term  wholesale  marketing  activities   will  be
performed by PGE's non-regulated affiliates.

POWER SUPPLY

Current  projections  forecast  the annual runoff of the Columbia River at  The
Dalles to be 144 percent of normal,  assuming normal precipitation for the rest
of the run-off season.   Given this forecast,  1997  hydro  conditions  will be
more  favorable than those experienced in 1996. Not since the early 1980's  has
the region  had  more  favorable  hydro  conditions.   Current water conditions
should result in continued high levels of hydro generation during the January -
July   run-off  season  as  well  as  provide  ample water supplies  to  refill
reservoirs for the remainder of the year.  As a   result of the availability of
low-cost hydro generation, most PGE thermal plants are currently in economic or
maintenance shutdown.   Hydro generation will continue  to be a major factor in
the availability of low-cost secondary power and the economic  displacement  of
higher cost thermal generation.

                                      5
                                    <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


RESULTS OF OPERATIONS

The following discussion focuses on utility operations, unless otherwise noted.
Due  to  seasonal  fluctuations  in  electricity sales, as well as the price of
wholesale  energy  and  fuel  costs,  quarterly   operating  earnings  are  not
necessarily indicative of  results to be expected for calendar year 1997.

1997 COMPARED TO 1996 FOR THE THREE MONTHS ENDED MARCH 31

Portland General earned $59 million or $1.16 per share for the first quarter of
1997. 1997 earnings include non-operating income items of  $17 million.

Excluding the non-operating income items, 1997 quarterly  earnings  would  have
been  $42 million or $0.82 per share compared to $49 million or $0.97 per share
in first quarter 1996.  Reduced earnings were the result of a decline in retail
revenues  caused  by lower prices and warmer temperatures during winter heating
months. Decreased operating expenses partially offset lower retail revenues.

Retail revenues were  down for the period due to a December 1996 rate decrease.
This decrease was partially  offset  by  additional revenues resulting from the
addition of over 17,000 retail customers since  the  first  quarter of 1996 and
sales strong growth experienced in industrial and commercial customer classes.

Wholesale  revenues  increased $78 million from 1996 due  to increased  trading
activities coupled with a 3% rise in average sales prices.

Purchased power and fuel  expense  increased  $76  million or 95% to supply the
increase in wholesale and native loads. Energy purchases  were  up  65%  due to
increased  wholesale activity.  Firm purchases averaged 16.2 mills compared  to
14.6 mills last  year  due  to  increased  gas  prices.   Spot market purchases
averaged 12.5 mills compared to an average 9.3 mills in 1996.  Favorable  hydro
conditions led to thermal plant displacement, also increasing power purchases.

PGE  thermal  generation  increased  208,227  MWh, but accounted for only 5% of
total Company energy requirements compared to 27% two years ago.

                       RESOURCE MIX/VARIABLE POWER COSTS

                                             Average Variable
                    Resource Mix             Power Cost (Mills/kWh)

                    1997   1996              1997   1996
Generation           13%    17%               4.3    4.4
Firm Purchases       81     67               16.2   14.6
Spot Purchases        6     16               12.5    9.3
  Total Resources   100%   100%    Average   15.0   12.9

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

                                    6
                                  <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


Operating  expenses  (excluding  variable  power, depreciation  and  income
taxes)  decreased  $9 million due to reduced production,  distribution  and
administrative expenditures.  The  first  quarter  of  1996  included  non-
recurring storm and flood related expenditures.

Other Income increased primarily due to $17 million of non-operating events
representing  the   recovery   of   litigation and related costs associated
with Portland General's  non-utility businesses.


CASH FLOW

PORTLAND GENERAL CORPORATION

Portland General requires cash to pay dividends to its common stockholders,
to provide funds to its subsidiaries,  to meet debt service obligations and
for day to day operations.  Sources of cash are dividends from PGE, leasing
rentals, short- and intermediate-term borrowings and the sale of its common
stock. In order to meet periodic liquidity  and operational needs. Portland
General maintains a $20 million one-year credit facility.

Portland  General received $16 million in dividends  from  PGE  during  the
first quarter of 1997 and $2 million in proceeds from the exercise of stock
options and  purchases  under the Employee Stock Purchase Plan. In addition
Portland General received  cash  recoveries of litigation and related costs
associated with Portland General's non-utility businesses.

PORTLAND GENERAL ELECTRIC COMPANY

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

A  significant portion of cash from operations comes from depreciation  and
amortization  of  utility  plant,  charges  which are recovered in customer
revenues  but  require  no  current  cash  outlay.    Changes  in  accounts
receivable  and  accounts payable can also be significant  contributors  or
users of cash.  Cash  flows  did  not  change significantly compared to the
first quarter of 1996.

INVESTING ACTIVITIES include improvements  to  generation, transmission and
distribution  facilities  and  continued investment  in  energy  efficiency
programs. Through March 31, 1997  nearly  $36 million has been expended for
capital  projects,  primarily improvements to  the  Company's  distribution
system to support the addition of new customers to PGE's service territory.

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

FINANCING ACTIVITIES  -  In  March  1997 the Company retired $24 million of
First Mortgage bonds. In addition, the  Company reduced its short term debt
balances by $19 million during the quarter.

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

                                     7
                                   <PAGE>

                           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF INCOME FOR THE
                            THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                            (UNAUDITED)


                                                   Three Months Ended
                                                   March 31
                                                   1997           1996
                                                   (Thousands of Dollars)

OPERATING REVENUES                                 $   368,075    $   300,581
OPERATING EXPENSES
   Purchased power and fuel                            156,679         80,216
   Production and distribution                          20,111         21,952
   Maintenance and repairs                               7,946         13,249
   Administrative and other                             25,153         27,685
   Depreciation and amortization                        39,291         37,533
   Taxes other than income taxes                        15,297         14,893
                                                       264,477        195,528
OPERATING INCOME BEFORE INCOME TAXES                   103,598        105,053
                                                 
INCOME TAXES                                            39,548         37,049

NET OPERATING INCOME                                    64,050         68,004

OTHER INCOME (DEDUCTIONS)
   Interest expense                                    (19,119)       (19,768)
   Allowance for funds used during construction            296            242
   Preferred dividend requirement - PGE                   (581)          (986)
   Other - net of income taxes ($9,378) and $726        14,731          1,870

NET INCOME                                            $ 59,377    $    49,362

COMMON STOCK
   Average shares outstanding                       51,375,172     51,063,105
   Earnings per average share                            $1.16          $0.97
   Dividends declared per share                          $0.32          $0.32
                            
                CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
                     THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                    (Unaudited)

                                                   Three Months Ended
                                                   March 31
                                                   1997           1996
                                                   (Thousands of Dollars)

BALANCE AT BEGINNING OF PERIOD                     $   197,812    $   135,885
NET INCOME                                              59,377         49,362
ESOP TAX BENEFIT AND OTHER                                (530)          (530)
                                                       256,659        184,717
DIVIDENDS DECLARED ON COMMON STOCK                      16,449         16,352

BALANCE AT END OF PERIOD                           $   240,210    $   168,365



The accompanying notes are an integral part of these consolidated statements.

                                      8
                                    <PAGE>

                           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                            AS OF MARCH 31, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                                       (Unaudited)
                                                                       March 31       December 31
                                                                       1997           1996
                                                                       (Thousands of Dollars)
<S>                                                                    <C>            <C>

                                   ASSETS
ELECTRIC UTILITY PLANT - ORIGINAL COST
   Utility plant (includes Construction Work in
    Progress of $26,922 and $36,919)                                   $ 2,931,815    $ 2,899,746
   Accumulated depreciation                                             (1,152,599)    (1,124,337)
                                                                         1,779,216      1,775,409
   Capital leases - less amortization of $31,225 and $30,569                 6,094          6,750
                                                                         1,785,310      1,782,159

OTHER PROPERTY AND INVESTMENTS
   Leveraged leases                                                        150,785        150,695
   Trojan decommissioning trust, at market value                            80,153         78,448
   Corporate owned life insurance, less loans of $26,411 and $26,411        86,128         83,666
   Contract termination receivable                                         109,522        111,447
   Other investments                                                        29,770         29,745
                                                                           456,358        454,001
CURRENT ASSETS
   Cash and cash equivalents                                                65,511         29,802
   Accounts and notes receivable                                           139,115        125,314
   Unbilled and accrued revenues                                            44,577         53,317
   Inventories, at average cost                                             34,710         32,903
   Prepayments and other                                                    27,550         17,613
                                                                           311,463        258,949
DEFERRED CHARGES
 Unamortized regulatory assets
   Trojan investment                                                       269,781        275,460
   Trojan  decommissioning                                                 277,116        282,131
   Income taxes recoverable                                                189,534        195,592
   Debt reacquisition costs                                                 27,440         28,063
   Conservation investments - secured                                       78,360         80,102
   Energy efficiency programs                                               13,149         11,974
   Other                                                                    21,072         22,575
 WNP-3 settlement exchange agreement                                       161,050        163,217
 Miscellaneous                                                              30,171         29,026
                                                                         1,067,673      1,088,140
                                                                       $ 3,620,804    $ 3,583,249
                       CAPITALIZATION  AND LIABILITIES
CAPITALIZATION
   Common stock equity
   Common stock, $3.75 par value per share, 100,000,000
    shares authorized, 51,405,317 and 51,317,828 shares outstanding    $   192,788    $   192,442
   Other paid-in capital - net                                             586,251        584,272
   Unearned compensation                                                    (2,373)        (3,072)
   Retained earnings                                                       240,210        197,812
                                                                         1,016,876        971,454
   Cumulative preferred stock of subsidiary
     Subject to mandatory redemption                                        30,000         30,000
   Long-term debt                                                          930,814        933,042
                                                                         1,977,690      1,934,496
CURRENT LIABILITIES
   Long-term debt and preferred stock due within one year                   68,692         92,559
   Short-term borrowings                                                    73,422         92,027
   Accounts payable and other accruals                                     143,050        149,255
   Accrued interest                                                         15,671         14,372
   Dividends payable                                                        17,409         17,386
   Accrued taxes                                                            84,051         30,985
                                                                           402,295        396,584
OTHER
   Deferred income taxes                                                   610,384        614,576
   Deferred investment tax credits                                          46,006         47,314
   Deferred gain on contract termination                                   110,290        112,697
   Trojan decommissioning and transition obligation                        354,632        357,844
   Miscellaneous                                                           119,507        119,738
                                                                         1,240,819      1,252,169
                                                                       $ 3,620,804    $ 3,583,249
The accompanying notes are an integral part of these
consolidated balance sheets.
</TABLE>

                                     9
                                   <PAGE>


                       PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
                         THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                        (UNAUDITED)



                                                   Three Months Ended
                                                   March 31
                                                   1997        1996
                                                   (Thousands of Dollars)

CASH PROVIDED (USED) BY -

OPERATIONS:
  Net income                                       $ 59,377    $ 49,362
  Adjustment to reconcile net income to net cash
   provided by operations:
     Depreciation and amortization                   31,501      29,113
     Amortization of WNP-3 exchange agreement         2,167       1,296
     Amortization of Trojan investment                6,051       5,825
     Amortization of Trojan decommissioning           3,510       3,510
     Amortization of deferred items - other           3,501      (1,473)
     Deferred income taxes - net                        552      (4,772)
     Other noncash revenues                            (349)       (383)
  Changes in working capital:                 
     (Increase) Decrease in receivables              (4,923)        404
     (Increase) Decrease in inventories              (1,807)       (521)
     Increase (Decrease) in payables                 48,266      26,896
     Other working capital items - net               (9,937)     (8,538)
  Trojan decommissioning expenditures                (2,626)       (530)
  Deferred items - other                             (5,214)     (2,083)
  Miscellaneous - net                                 6,174       4,704
                                                    136,243     102,810
INVESTING ACTIVITIES:                      
  Utility construction - new resources                    -         (11)
  Utility construction - other                      (35,832)    (33,274)
  Energy efficiency programs                         (1,746)     (2,711)
  Rentals received from leveraged leases              5,711       5,576
  Nuclear decommissioning trust deposits             (3,510)     (4,439)
  Nuclear decommissioning trust withdrawals           2,725       1,356
  Other                                              (4,250)     (7,008)
                                                    (36,902)    (40,511)
FINANCING ACTIVITIES:
  Short-term borrowings - net                       (18,605)      2,151
  Borrowings from Corporate Owned Life Insurance          -       1,312
  Long-term debt issued                                   -      35,000
  Long-term debt retired                            (25,431)    (82,595)
  Repayment of nonrecourse borrowings for
    leveraged leases                                 (4,966)     (4,874)
  Common stock issued                                 1,795       1,433
  Dividends paid                                    (16,425)    (15,303)
                                                    (63,632)    (62,876)
INCREASE (DECREASE) IN CASH AND          
  CASH EQUIVALENTS                                   35,709        (577)

CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF PERIOD                                          29,802      11,919
CASH AND CASH EQUIVALENTS AT THE END
  OF PERIOD                                        $ 65,511    $ 11,342

Supplemental disclosures of cash flow information
  Cash paid during the period:
    Interest, net of amounts capitalized           $ 16,533    $ 16,901
    Income taxes                                      2,194           -

The accompanying notes are an integral part of these consolidated statements.

                                       10
                                     <PAGE>

                PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE  1  -   PRINCIPLES   OF  INTERIM STATEMENTS

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

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


NOTE 2 - LEGAL MATTERS

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

The November 1994 ruling, by a different
judge  of  the  same  court,  upheld the
Commission's   1993  Declaratory  Ruling
(DR-10).  In DR-10  the  OPUC ruled that
PGE could recover and  earn  a return on
its   undepreciated  Trojan  investment,
provided  certain  conditions  were met.
The  Commission relied on a 1992  Oregon
Department  of Justice opinion issued by
the Attorney  General's  office  stating
that the Commission had the authority to
set prices including recovery of and  on
investment in plant that is no longer in
service.

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

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

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

                                       11
                                     <PAGE>

            PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

             FINANCIAL STATEMENTS AND RELATED INFORMATION

                           TABLE OF CONTENTS

                                                          PAGE
                                                          NUMBER

   Management    Discussion   and Analysis of
    Financial Condition and Results of Operations*        3-7

   Financial        Statements                            13-15

   Notes to Financial Statements**                        11


 * The discussion is substantially
   the same as that disclosed by
   Portland     General    and,
   therefore, is incorporated by reference
   to the information  on the page
   numbers listed above.

** The notes are substantially  the
   same as those disclosed by
   Portland   General   and   are
   incorporated by reference to the
   information  on the page numbers
   shown above.

                                     12
                                   <PAGE>

                        Portland General Electric Company and Subsidiaries

                             CONSOLIDATED STATEMENTS OF INCOME FOR THE
                            THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                            (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                          March 31
                                                          1997        1996
                                                          (Thousands of Dollars)
<S>                                                       <C>         <C>
OPERATING REVENUES                                        $367,682    $300,195

OPERATING EXPENSES
 Purchased power and fuel                                  156,679      80,216
 Production and distribution                                20,111      21,952
 Maintenance and repairs                                     7,946      13,249
 Administrative and other                                   24,444      27,070
 Depreciation and amortization                              39,291      37,512
 Taxes other than income taxes                              15,173      14,847
 Income taxes                                               38,907      37,273
                                                           302,551     232,119
NET OPERATING INCOME                                        65,131      68,076
OTHER INCOME (DEDUCTIONS)                                   
  Other                                                        461        (333)
  Income taxes                                               1,005       1,144
                                                             1,466         811
INTEREST CHARGES
  Interest on long-term debt and other                      18,058      16,537
  Interest on short-term borrowings                          1,071       2,488
  Allowance for borrowed funds used during construction       (296)       (242)
                                                            18,833      18,783

NET INCOME                                                  47,764      50,104

PREFERRED DIVIDEND REQUIREMENT                                 581         986

INCOME AVAILABLE FOR COMMON STOCK                         $ 47,183    $ 49,118

                         CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
                              THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                              (Unaudited)

                                                          Three Months Ended
                                                          March 31
                                                          1997        1996
                                                          (Thousands of Dollars)

BALANCE AT BEGINNING OF PERIOD                            $292,124    $246,282
NET INCOME                                                  47,764      50,104
ESOP TAX BENEFIT AND OTHER                                    (530)       (530)
                                                           339,358     295,856
DIVIDENDS DECLARED
  Common stock                                              13,682      14,966
  Preferred stock                                              581         986
                                                            14,263      15,952
BALANCE AT END OF PERIOD                                  $325,095    $279,904

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

                                       13
                                     <PAGE>

        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                            AS OF MARCH 31, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                      (Unaudited)    
                                                                      March 31       December 31
                                                                      1997           1996
                                                                      (Thousands of Dollars)
<S>                                                                   <C>            <C>
                            
                            ASSETS
ELECTRIC UTILITY PLANT - ORIGINAL COST
  Utility plant (includes Construction Work in
   Progress of $26,922 and $36,919)                                   $ 2,931,815    $ 2,899,746
  Accumulated depreciation                                             (1,152,599)    (1,124,337)
                                                                        1,779,216      1,775,409
  Capital leases - less amortization of $31,225 and $30,569                 6,094          6,750

                                                                        1,785,310      1,782,159
OTHER PROPERTY AND INVESTMENTS
  Contract termination receivable                                         109,522        111,447
  Trojan decommissioning trust, at market value                            80,153         78,448
  Corporate owned life insurance, less loans of $26,411 and $26,411        54,143         51,410
  Other investments                                                        21,526         20,700
                                                                          265,344        262,005
CURRENT ASSETS                                                                       
  Cash and cash equivalents                                                32,456         19,477
  Accounts and notes receivable                                           157,587        145,372
  Unbilled and accrued revenues                                            44,577         53,317
  Inventories, at average cost                                             34,710         32,903
  Prepayments and other                                                    26,590         16,476
                                                                          295,920        267,545
DEFERRED CHARGES
  Unamortized regulatory assets
   Trojan investment                                                      269,781        275,460
   Trojan  decommissioning                                                277,116        282,131
   Income taxes recoverable                                               189,534        195,592
   Debt reacquisition costs                                                27,440         28,063
   Conservation investments - secured                                      78,360         80,102
   Energy efficiency programs                                              13,149         11,974
   Other                                                                   21,072         22,575
  WNP-3 settlement exchange agreement                                     161,050        163,217
  Miscellaneous                                                            28,808         27,389
                                                                        1,066,310      1,086,503
                                                                      $ 3,412,884    $ 3,398,212
                    CAPITALIZATION AND LIABILITIES
CAPITALIZATION
  Common stock equity
   Common stock, $3.75 par value per share, 100,000,000 shares 
    authorized, 42,758,877 shares outstanding                         $   160,346    $   160,346
   Other paid-in capital - net                                            476,253        475,055
  Retained earnings                                                       325,095        292,124
  Cumulative preferred stock
   Subject to mandatory redemption                                         30,000         30,000
  Long-term debt                                                          930,814        933,042
                                                                        1,922,508      1,890,567
CURRENT LIABILITIES
  Long-term debt and preferred stock due within one year                   68,692         92,559
  Short-term borrowings                                                    73,422         92,027
  Accounts payable and other accruals                                     144,466        144,712
  Accrued interest                                                         15,656         14,372
  Dividends payable                                                        14,551         17,117
  Accrued taxes                                                            72,269         31,485
                                                                          389,056        392,272
OTHER
  Deferred income taxes                                                   492,045        497,734
  Deferred investment tax credits                                          46,006         47,314
  Deferred gain on contract termination                                   110,290        112,697
  Trojan decommissioning and transition costs                             354,632        357,844
  Miscellaneous                                                            98,347         99,784
                                                                        1,101,320      1,115,373
                                                                      $ 3,412,884    $ 3,398,212
The accompanying notes are an integral part of
these consolidated balance sheets.
</TABLE>

                                  14
                                <PAGE>

                        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
                            THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                            (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended

                                                                                             March 31
                                                                                             1997              1996
                                                                                             (Thousands of Dollars)
<S>                                                                                          <C>               <C>
CASH PROVIDED (USED IN)
  OPERATIONS:
      Net Income                                                                             $ 47,764          $ 50,104
      Non-cash items included in net income:
          Depreciation and amortization                                                        31,501            29,092
          Amortization of WNP-3 exchange agreement                                              2,167             1,296
          Amortization of Trojan investment                                                     6,051             5,825
          Amortization of Trojan decommissioning                                                3,510             3,510
          Amortization of deferred charges - other                                              3,501            (1,473)
          Deferred income taxes - net                                                            (890)           (2,600)
     Changes in working capital:
         (Increase) Decrease in receivables                                                    (3,337)           (1,589)
         (Increase) Decrease in inventories                                                    (1,807)             (521)
          Increase (Decrease) in payables                                                      42,178            35,447
         Other working capital items - net                                                    (10,114)           (8,737)
     Trojan decommissioning expenditures                                                       (2,626)             (530)
     Deferred charges - other                                                                  (5,214)           (2,083)
     Miscellaneous - net                                                                        1,759             4,047
                                                                                              114,443           111,788
INVESTING ACTIVITIES:
     Utility construction - new resources                                                           -               (11)
     Utility construction - other                                                             (35,832)          (33,274)
     Energy efficiency programs                                                                (1,746)           (2,711)
     Nuclear decommissioning trust deposits                                                    (3,510)           (4,439)
     Nuclear decommissioning trust withdrawals                                                  2,725             1,356
     Other investments                                                                         (2,235)           (7,008)
                                                                                              (40,598)          (46,087)
FINANCING ACTIVITIES:
     Short-term debt - net                                                                    (18,605)            2,151
     Borrowings from Corporate Owned Life Insurance                                                 -             1,312
     Long-term debt issued                                                                          -            35,000
     Long-term debt retired                                                                   (25,431)          (82,595)
     Dividends paid                                                                           (16,830)          (14,669)
                                                                                              (60,866)          (58,801)
INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                                             12,979             6,900
CASH AND CASH EQUIVALENTS AT THE BEGINNING
  OF PERIOD                                                                                    19,477             2,241
CASH AND CASH EQUIVALENTS AT THE END
  OF PERIOD                                                                                  $ 32,456          $  9,141
Supplemental disclosures of cash flow information
   Cash paid during the period:
      Interest, net of amounts capitalized                                                   $ 16,533          $ 15,713
      Income taxes                                                                              5,304            (7,437)

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

                                        15
                                      <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                    PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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

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

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

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

            NUMBER   EXHIBIT                        PGC   PGE

             24      Power of Attorney              X     X

             27      Financial Data Schedule - UT   X     X
                     (Electronic Filing Only)
             
b.  Reports on Form 8-K

March 12, 1997 -  Item 5.  Other Events: Settlement conferences end without
                  settlement.

April 11, 1997 -  Item 5.  Other Events: Merger Agreement amended.

                                  16
                                <PAGE>


                            SIGNATURES

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


                        PORTLAND GENERAL CORPORATION
                        PORTLAND GENERAL ELECTRIC COMPANY
                                 (Registrants)


May 15, 1997              By          /S/ JOSEPH E. FELTZ
                                      Joseph E. Feltz
                                      Assistant Controller
                                      Assistant Treasurer

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


                                      *Signed on behalf of this person.


May 15, 1997              By          /S/ JOSEPH E. FELTZ
                                      Joseph E. Feltz
                                      (Attorney-in-Fact)
                                      






                                    17
                                  <PAGE>