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 SEPTEMBER 30, 1996



                        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



  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
 September 30, 1996 are:

        Portland General Corporation                     51,203,763
        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 ..................12
              Consolidated Statements of Retained Earnings .......12
              Consolidated Balance Sheets ........................13
              Consolidated Statements of Cash Flow ...............14
              Notes to Consolidated Financial Statements .........15
              Portland General Electric Company and
               Subsidiaries Financial Information ................18

 PART II.  OTHER INFORMATION

              Item 1 - Legal Proceedings .........................21
              Item 6 - Exhibits and Reports on Form 8-K ..........21
              Signature Page .....................................23


                              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
 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 Systen 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

 On  July  20,  1996,  Portland  General  entered into an Agreement and Plan of
 Merger with Enron, a Delaware corporation,  to merge in a tax-free, stock-for-
 stock transaction.  The transaction which has been approved by both companies'
 boards of directors, will entitle Portland General shareholders to receive one
 share of Enron common stock for each share of  Portland  General  common stock
 held by them.

Under the terms of the merger agreement, Enron will reincorporate in Oregon to
 allow it to qualify  as  an intrastate holding company that is exempt from the
 registration requirements  of  PUHCA.   In  the event that PUHCA is amended or
 repealed in a manner that would make this reincorporation no longer necessary,
 PGC will merge directly into the present Enron.  PGE,
 Portland General's utility subsidiary, will retain its name, most of its
 functions and maintain its principal corporate offices in Portland, Oregon.

  The  merger is subject to the approval of each company's shareholders.   Both
 Enron and  PGC  have scheduled special shareholder meetings each of which will
 take place on November  12,  1996  in  which  shareholders  of record for each
 corporation as of September 23, 1996 will vote upon a proposal  to approve the
 Merger Agreement.  The affirmative vote of holders of a majority of the shares
  of  both the PGC Common Stock and Enron Voting Stock outstanding is  required
 for merger  approval  under the state laws where each company is incorporated.
 In addition the merger  is  conditioned  upon,  among other things, regulatory
 approvals including those already initiated at the  OPUC  and the FERC.  It is
 anticipated that the regulatory procedures can be completed  in  less  than 12
 months from the date of the merger agreement.

  The merger agreement may be terminated by Enron if the average of the closing
 prices  of  Enron  Common  Stock  during the 20 consecutive trading day period
 ending five trading days prior to the  date  of  the  special  meeting  of the
  shareholders  of  Portland  General is more than $47.25 per share, and may be
 terminated by PGC if the average  of  the closing prices of Enron Common Stock
 during such period is less than $36.25 per share.

 APPROVALS AND CONSENTS

OPUC - Upon completion of the merger, Enron will be the owner of the PGE common
 stock.  PGE 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 acquires the power to exercise  any  substantial
  influence  over the policies and actions of a public utility subject  to  its
 jurisdiction.   On  August  30,  1996,  Enron  filed  an  application with the
 Commission 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 the public utility will impair the ability of the
 utility to provide  adequate  service at just and reasonable rates.  Enron has
  requested  OPUC  action  on its application  by  early  1997.   There  is  no
 assurance, however, that the OPUC will have taken any action by such time.


                                       3
                                    <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


 In addition to Enron's application  for  approval of the merger, PGE has filed
 an application seeking the OPUC's approval  to  change  certain  provisions of
 PGE's tariffs.  PGE will also seek OPUC approval for the separation from PGE 
 of certain nonutility  business  and  activities  (see  the  PGE,  Rate  
 Proposal discussion below).

 FERC - The approval of the FERC is required to consummate the merger under the
 Federal Power Act, which provides that no public utility may sell or otherwise
 dispose of its jurisdictional facilities or, directly or indirectly, merge  or
  consolidate  such  facilities  with  those of any other person or acquire any
  security  of  any  other  public  utility  without   first   having  obtained
  authorization  from  the  FERC.  Under the Federal Power Act, the  FERC  will
  approve  a  merger  if it finds  such  merger  "consistent  with  the  public
 interest".  On September 20, 1996, Enron and PGC filed an application with the
 FERC seeking approval  of  the  merger  under  the  Federal  Power Act.  It is
 expected that the FERC will not take action on the application  until sometime
 in 1997.

  OTHER  -  The  merger will require the consent and approval of various  other
 regulatory agencies.  PGC and Enron will seek to obtain all necessary consents
 and approvals in order  to  consummate  the  merger.   It  is anticipated that
 regulatory procedures can be completed in less than 12 months from the date of 
 the merger agreement.


 PORTLAND GENERAL ELECTRIC COMPANY - ELECTRIC UTILITY

 REGULATORY MATTERS

 RATE PROPOSAL  - On August 6, 1996 PGE submitted a proposed  rate  plan to the
 OPUC which included approximately $25 million in proposed rate reductions  for
  1997  and  acceleration  of  the recovery of PGE's Trojan investment.  Trojan
 ceased commercial operations in  early  1993  and  in  March  1995,  the  OPUC
 authorized the recovery in rates of PGE's remaining investment in Trojan.  The
  price  and earnings reductions in PGE's proposal stem primarily from
 savings in  variable  power  costs  representing, in part, benefits from PGE's
 decision to close Trojan.  PGE believes  it  appropriate to apply a portion of
 such savings to offset the accelerated amortization  of the Trojan investment.
 PGE believes acceleration of the amortization of the Trojan  investment  would
 benefit PGE customers by reducing their total payment over time and  is
  consistent with PGE's objective of reducing its level of regulatory assets in
  anticipation   of   an   increasingly  competitive  market.   PGE's  proposed
 amortization  would  result  in  an  additional $18 million of
  before  tax expense for calendar year 1997 and, based on  current  forecasts,
 would reduce  the  total  amortization period by as much as nine years.  PGE's
 proposed plan, if adopted,  would  result  in  a  $43  million before tax ($28
  million after tax) reduction to PGE's 1997 earnings, consisting  of  a  $25
 million before tax ($15 million after tax) decrease due to the rate reductions
 and an $18 million  before  tax  ($13  million  after  tax)  decrease  due  to
  accelerated  amortization  of  its  Trojan investment.  As part of the plan,
  PGE proposed acceleration of eligibility  for  PGE's market-based retail
  rates  for  certain  customers;  reductions  in  the  rate charged  to  PGE's
 residential customers; a direct access experiment for certain large industrial
  customers;  development  of  tariffs  for  time  of  day  and  direct  access
 experiments for residential and small commercial customers.  

  In  response  to  PGE's plan, the  OPUC staff proposed to recommend
  adoption  of  the  proposals  included in  PGE's  plan  but  with  a
 modification of the rate consequences of the Trojan accelerated amortization,
 plus an additional $51 million in rate  reductions for 1997.  The OPUC
 staff's proposal, if adopted, would result in a $93  million  before  tax ($57
  million  after  tax)  reduction  to  PGE's  1997 earnings.  Formal settlement
 discussions with the OPUC staff are currently scheduled for November 1996.
                                       

                                       4
                                    <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


PGE's rate plan is based  on a forecast that assumes regulatory approval of the 
merger between Portland General and Enron.  The Company has included 
in the plan a request to accelerate certain of the rate reductions  upon  the  
OPUC's  approval  of the merger application.

 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.

 For further information regarding the legal challenges to the OPUC's authority
 to grant recovery of PGE's Trojan investment see Item 3, Legal proceedings, of
 Portland General's and PGE's Forms 10-K for the year ended December 31, 1995.

 LEAST COST ENERGY PLANNING - On August  26,  1996  the OPUC acknowledged PGE's
 1995-1997 Integrated Resource Plan (IRP).  The OPUC  adopted Least Cost Energy
 Planning for all energy utilities in Oregon with the goal of selecting the mix
 of options that yields an adequate and reliable supply  of energy at the least
 cost to the utilities and customers.  The IRP reflects:   a  recognition  that
  the  geographic  area we presently serve no longer defines our customer base;
the accelerated pace of technological change; transition of a key fuel, natural
 gas, to a market commodity;  and  the  development of a vibrant  electricity
  marketplace.  The IRP outlines a strategy which emphasizes: (1) the  purchase
 of  energy in the marketplace at competitive prices, (2) acquisition of energy
 efficiency  at reduced levels while maintaining market presence and capability
 for possible  future  increases  when  justified,  (3)  economical  use of our
  existing  assets  and  (4)  the  use  of other supply-side actions, including
  acquisition of renewable resources.  

 BONDABLE CONSERVATION INVESTMENT - The OPUC  designated  $81  million of PGE's
 energy efficiency investment as Bondable Conservation  Investment,
 pursuant to  recent  Oregon  legislation,  and  approved  PGE's  request 
 to issue conservation bonds collateralized by the future revenue stream 
 assured by the OPUC designation.  Subsequently, PGE issued a 10 year 
 conservation bond which is expected to provide an estimated $21 million in 
 present value savings to customers while granting PGE immediate
 recovery of its energy efficiency program expenditures.  Future revenues 
 collected from customers will pay debt service obligations.  Once the 
 Commission designates a Bondable Conservation Investment it may not 
 revalue or affect the timing of the revenue stream.  Therefore, the OPUC 
 may not remove the debt service obligation from rates.
 
 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 
 

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           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


 restrictions on
 independent power production and granted authority to the FERC to mandate open
 access for the wholesale transmission of electricity.

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

 The FERC action applies only to the wholesale transmission  of electricity and
 does not proscribe terms and conditions of retail transmission  service  which
  is  subject  to individual state regulation.  Since the passage of the Energy
 Act, various state  utility  commissions  have addressed proposals which would
  allow  retail  customers  direct access to generation  suppliers,  marketers,
 brokers and other service providers  in  a  competitive marketplace for energy
  services (retail wheeling).  Although presently  operating  in  a  cost-based
 regulated  environment, PGE expects increasing competition from other forms of
 energy and other  suppliers  of  electricity.   While the Company is unable to
  determine  the  future  impact  of increased competition,  it  believes  that
 ultimately it will result in reduced retail as well as wholesale prices.


 RETAIL CUSTOMER GROWTH AND ENERGY SALES

 Weather adjusted retail energy sales  grew  0.5%  for  the  nine  months ended
  September 30, 1996 compared to the same period last year.  Residential  sales
  grew   1.7%   while   commercial   sales   increased   2.3%.   High-tech  and
  transportation  industrial  sales  were strong as  well;  however,  continued
 production cutbacks by paper and metal  manufacturers  caused total industrial
  sales to decline approximately 4.4% for the year.  Year-to-date energy sales
  also  reflect  the  impact  of  the  winter  windstorms  and  flooding  which
 interrupted service  for  extended  periods.   As  a result, the Company has
 revised its projected weather adjusted retail energy load  growth  to  be less
  than 1 percent for 1996.  Actual sales growth (non-weather adjusted) is 
  projected to  be approximately 3.5%.

 <GRAPH>

 Graph Descripton:

 Quarterly Increase in Retail Customers

 Quarter/Year  Residential         Commercial/Industrial
 2Q 94         2476                550
 3Q 94         2219                454
 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

 </GRAPH>


 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 will contribute to increasing pressure
 on the price of power.  In addition the development of financial  markets  and
  the  NYMEX  futures  trading  have  led to increased information available to
 market participants, further adding to  the  competitive pressure on wholesale
 prices.

 Company wholesale revenues continue to make a  growing  contribution providing
 nearly 22% of total 
 



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                                    <PAGE>

           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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

 
 operating revenues for the quarter and  16%  year to date,
 representing a significant increase over the same periods in 1995.  The
 growth in wholesale sales  is  in  part  attributed  to PGE's aggressive sales
  efforts  as  part  of  the  Company's  plan to expand its existing  marketing
 capabilities and activities throughout the Western U.S.

POWER SUPPLY

Hydro conditions for the year have been extremely favorable.  1996 January-to-
July runoff on the Columbia River was the fourth largest since 1930 and totaled
132% of normal.  As a result, the Company has benefited from lower variable
power costs due to the abundance of hydro generation throughout the region.
However, hydro conditions for the remainder of the year are highly dependent
upon levels of precipitation.  The runoff season has left the region with
reservoir levels in the region at approximately 97% of capacity compared to
91% in 1995.  Nearly full reservoirs will allow the region to use 
rainfall for generation of electricity rather than to fill reservoirs for 
electric generation during the winter months.



 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 1996.

 1996 COMPARED TO 1995 FOR THE THREE MONTHS ENDED SEPTEMBER 30

  Portland General earned $21 million or $0.40 per share for the third  quarter
 of  1996  compared  to  earnings  of  $14  million or $0.28 per share in 1995.
 Earnings for 1996 include $10 million in after tax  charges for
 Enron/PGC merger related costs and revenue refund  provisions.   Earnings  for
  1995  include  a  $13  million, after tax, regulatory disallowance related to
 unrecoverable deferred power costs.  Operating earnings improved over 1995 due
 to decreases in wholesale  power  prices  driven by favorable hydro conditions
 coupled with a competitive wholesale market,  continued  growth of residential
 and high-tech industrial demand and the success of Company wholesale marketing
  efforts.   Decreased demand from paper and wood products customers  adversely
 impacted revenues and earnings.

 Operating revenues  of $260 million increased 17% compared to the same period
 last year.  Retail revenues  of  $199  million  were  comparable  to the third
  quarter  last year, while wholesale revenues of $58 million, increased  177%.
 Continued robust sales to high-tech customers as well as
 residential  and  commercial classes, along with positive effects of higher 
 average sales prices, contributed to revenue increases  from these customers.
 However, production cutbacks by paper manufacturers, PGE's largest 
 manufacturing customer group
 coupled  with  $10  million  in  revenue  refund  provisions related to energy
 efficiency programs kept total retail revenues comparable to 1995.

 Residential and Commercial sales benefited from warm  summer  weather,
  increasing 3.4% and  2.3%
 respectively.  Mean temperatures for July and August 
  exceeded those of last year, with a resultant increase  in  air  conditioning
 loads  for  the  residential  and  commercial customer classes.  Additionally,
 there was a 17,600 increase in total retail customers compared
 to the end of the quarter last year.
 The number of residential customers grew 2.8%  over  the past twelve
  months,  exceeding  the  Company's 10 year annual growth rate of 2.2%.   High
 tech, construction and services  industries  together  represented  growth  of
  7.2%,  
 

                                       7
                                    <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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


 high  tech  was  11.8%,  for  the  quarter which helped compensate for
 weakness in lumber and paper industries.  

 Wholesale revenues jumped $37 million from 1995, despite a 44% drop in average
 sale prices.  Company marketing  efforts  increased  the level of sales as PGE
  was  able to profitably broker much of the surplus NW hydro-generated  power.
 For the quarter, wholesale sales comprised 42% of total kWh sales.

 Continued decline in  the  price per kWh of variable power was reflected in
 earnings as total costs increased  only   $19  million or 29% to support a 50%
  increase in total Company sales.  An abundant  supply  of  wholesale
 power,  much  of  it  hydro-generated,  kept more expensive thermal generation
 below 1995 levels throughout the region.   PGE  took  advantage of competitive
  wholesale prices and purchased 67% of its power requirements.   However,  PGE
 had  good  performance  from  its  generating facilities which provided 33% of
 total Company loads at an average cost  of  7.4  mills  (10  mills  =  1 cent)
  compared  to  8.4  mills in 1995.  Coyote Springs provided nearly 6% of total
 energy requirements at  5.7 mills.  Hydro plant generation
 also provided 6% of total loads, with increased production reflecting improved
 water conditions on the Clackamas River system.   Energy purchases were up 84%
 providing nearly all of the incremental energy to support  the  demand created
  by  wholesale  sales.   Increased  mid-Columbia generation helped reduce  the
 average cost of firm purchases.


                         RESOURCE MIX/VARIABLE POWER COSTS
 
                                                         Average Variable
                        Resource Mix                  Power Cost (Mills/kWh)
                       1996      1995                 1996              1995
 Generation             33%       46%                  7.4               8.4
 Firm Purchases         54        35                  14.7              24.5
 Spot Purchases         13        19                   8.7              11.4
   Total Resources     100%      100%     Average     12.9              16.0



 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.

 Operating expenses (excluding  variable  power,  depreciation  and  income
  taxes)  increased  $10  million  or 16% compared to 1995 primarily due to
 additional  firm natural gas transportation  capacity  and  operating costs
 related to Coyote Springs.  Additionally, efforts to complete distribution
 projects deferred as a result of the winter storms and increased  customer
  marketing  and  service  costs  also contributed to this increase.  Lower
 operating costs at Company coal generating plants as well as a decrease in
 general administration costs helped partially offset the increases for the
 quarter.

  Other  Income  decreased $11 million,  excluding  the  1995  $13  million
 regulatory disallowance,  due  to  Enron/PGC  merger costs, lower interest
 income on regulatory asset balances and decreased AFDC.


                                       8
                                    <PAGE>

           
           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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

 1996 COMPARED TO 1995 FOR THE NINE MONTHS ENDED SEPTEMBER 30

  Portland  General earned $103 million or $2.03 per  share  for  the  nine
 months ended September 30, 1996 compared to $45 million or $0.88 per share
 in 1995.  1995  earnings  include  regulatory disallowances of $50 million
 after tax.  Excluding the disallowances, 1995 earnings would have been $94
 million.  Improved earnings for the year include the benefits of plentiful
 water conditions, favorable weather conditions, a growing residential
  customer  base 
  and the Company's aggressive wholesale marketing
 efforts.  These factors also contributed to the Company achieving record
 sales during the year as well as establishing new record peak loads for both
 the summer and winter seasons.

 Operating revenues  of $794 million increased $92 million compared to the
 same period last year  driven  by  a  $69  million  increase  in wholesale
 revenues combined with $23 million of retail revenue increases.   Retail
  revenue  gains were largely due to 1995 rate increases accompanied by  2%
 higher energy  sales.  These gains were partially offset by a $16 million
 revenue refund provision related to energy efficiency programs and Oregon
 excise tax "kicker" benefits.

 Favorable  weather  conditions  contributed to higher energy sales in both
  residential  and  commercial  classes   with  significantly  colder  mean
 temperatures in January and February by 2.6  and 4.5 degrees respectively,
 and warmer mean summer weather in July and August by  1.4 and 3.1 degrees
 respectively.  Industrial loads have benefited from the growth
  in  high-tech  industries;  however,  weak demand from paper  and  metals
 manufacturers has led to a 6.8% decline  in sales for the year.  Wholesale
 revenues comprised 36% of PGE loads and an  additional  5.5 million in MWh
 sales.  The average sales price was 49% below last year.

 The price per kWh of variable power dropped 24% keeping total variable 
 power costs
  to  a  $13  million  increase despite a 39% rise in total Company  energy
 requirements.  Optimal  hydro  conditions  brought steep reductions in the
  cost of wholesale power in general as well as  the  cost  of  firm  power
 purchased from the mid-Columbia projects.  PGE hydro projects generated 9%
 of  the Company's energy needs, with an 11% increase in production levels.
 PGE's  thermal  plants  operated  efficiently,  however,  excluding Coyote
   Springs,   thermal  plant  generation  was  down  50%  due  to  economic
 displacement early  in  the  year as power purchases provided 79% of total
 PGE loads.

                         RESOURCE MIX/VARIABLE POWER COSTS

                                                         Average Variable
                        Resource Mix                  Power Cost (Mills/KWh)
                       1996      1995                 1996              1995
 Generation             21%       37%                  5.9               7.5
 Firm Purchases         64        36                  13.2              24.7
 Spot Purchases         15        27                   9.0              10.7
   Total Resources     100%      100%     Average     12.1              16.0


 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.


  Operating  expenses (excluding variable  power,  depreciation  and
 income taxes)  were  $28 million or 14% higher than last year.  The
  increase  is  primarily   due  to  additional  operating costs related
  to Coyote Springs including fixed  natural  gas
  transportation  costs,   increased   costs  for  transmission  and
 distribution most of
 


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                                    <PAGE>

           
           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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

  which is related to storm related repair costs and maintenance projects 
  deferred during winter storms, and an
  increase in planned customer marketing and support costs  to  meet
 1996  marketing  objectives.    PGE realized decreased costs at its
 coal generating facilities due to lower levels of operation.

  Depreciation,  Decommissioning  and   Amortization  increased  $15
 million, or 15%,  due to depreciation taken  on  Coyote Springs and
 other 1995 plant additions.  Excluding regulatory  disallowances of
 $50 million, other income and deductions declined $15  million  due
 to merger costs, the absence of carrying costs on regulatory assets
  for  the current year and decreased AFDC.


 CASH FLOW

 PORTLAND GENERAL CORPORATION

  Portland  General  requires cash to pay dividends  to  its  common
 shareholders, 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.  During the third
  quarter  of  1996  Portland General received $56 million  in  cash
 dividends from PGE.   Portland  General  used  a portion of these
 proceeds to retire $30 million in medium term notes  which  matured
 in September 1996.

   Portland  General  has  agreed,  as  to  itself,  PGE  and  other
 subsidiaries,  to  certain limitations on its ability to declare or
 pay dividends on or  repurchase  or  redeem  its  securities, issue
  securities,  or incur indebtedness pending consummation  of  the
 merger with  Enron.   This  is  not expected to interfere
 with the ability of Portland General or PGE  to  declare dividends,
  obtain financing or conduct its business operations  in  a  manner
 consistent  with  past practice.  For further information regarding
 these limitations please  see  the  Merger  Agreement included with
 Portland General's Form 8-K dated July 20, 1996.

 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.  Improved  cash  flow  for the current year reflects a higher
  percentage of cash revenues combined  with  lower  variable  power
 costs.

  INVESTING   ACTIVITIES   include   improvements   to   generation,
  transmission  and distribution facilities and continued investment
 in energy efficiency  programs.   Capital  expenditures for 1996 of
  approximately  $170  million are expected to be  fully  funded  by
 operating cash flows.   Through  September  30,  1996  nearly  $144
  million  has  been expended for capital projects, including energy
 efficiency programs,  primarily  for  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.


                                      10
                                    <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

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

 
 FINANCING  ACTIVITIES  -  In  August 1996 PGE issued $50 million in
 additional medium-term notes due September 1999.  The proceeds were
  used to pay down outstanding short-term  debt.   The  Company  has
 entered  into  an  interest rate swap agreement for the same period
 which effectively puts  PGE  in a floating rate position on the 
 additional $50 million of long term debt.

 In early October 1996 the Company issued a 10 year $81 million
 energy conservation bond with  a  coupon  rate  of 6.91%.  The
  bond  is collateralized by the OPUC's designation of a portion of the 
  Company's  energy efficiency  investments  as  Bondable
 Conservation Investment.

 The issuance of additional preferred stock and First Mortgage Bonds
 requires PGE to meet earnings coverage and security provisions  set
  forth  in the Articles of Incorporation and Indenture securing its
 First Mortgage  Bonds.   As  of  September  30,  1996,  PGE has the
  capability to issue preferred stock and additional First  Mortgage
 Bonds in amounts sufficient to meet capital requirements.


                                      11
                                    <PAGE>


                           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF INCOME FOR THE
           THREE  MONTHS  AND  NINE  MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                            (UNAUDITED)

<TABLE>
<CAPTION>
 
<S>                                                 <C>            <C>             <C>             <C>
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)
 OPERATING REVENUES                                 $  260,091     $  222,612      $  794,097      $  701,681
 OPERATING EXPENSES
   Purchased power and fuel                             83,073         64,428         211,632         198,740
   Production and distribution                          22,698         15,963          64,668          47,404
   Maintenance and repairs                              12,016         10,563          37,110          31,880
   Administrative and other                             27,653         25,346          82,904          76,895
   Depreciation and amortization                        38,889         33,340         114,972          99,583
   Taxes other than income taxes                        12,336         11,889          39,995          38,672
                                                       196,665        161,529         551,281         493,174
 OPERATING INCOME BEFORE INCOME TAXES                   63,426         61,083         242,816         208,507
 INCOME TAXES                                           18,684         20,817          79,655          71,509
 NET OPERATING INCOME                                   44,742         40,266         163,161         136,998
 OTHER INCOME (DEDUCTIONS)
   Regulatory disallowances - net of income
    taxes of  $8,441 and $25,542                             -        (12,859)              -         (49,567)
   Interest expense                                    (20,894)       (19,592)        (60,497)        (58,921)
   Allowance for funds used during construction            609          3,608           1,351           8,682
   Preferred dividend requirement - PGE                   (581)        (2,380)         (2,212)         (7,380)
   Other - net of income taxes                          (3,335)         5,138           1,779          14,818
 NET INCOME                                         $   20,541     $   14,181      $  103,582      $   44,630
 COMMON STOCK
   Average shares outstanding                       51,158,923     50,798,082      51,110,760      50,696,185
   Earnings per average share                            $0.40          $0.28           $2.03           $0.88
   Dividends declared per share                          $0.32          $0.30           $0.96           $0.90
                                       
                                       
                                       CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
                                  THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                                            (Unaudited)
                                                            
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)
 BALANCE AT BEGINNING OF PERIOD                     $  185,081     $  117,777      $  135,885      $  118,676
 NET INCOME                                             20,541         14,181         103,582          44,630
 ESOP TAX BENEFIT AND OTHER                               (530)          (470)         (1,665)         (1,418)
                                                       205,092        131,488         237,802         161,888
 DIVIDENDS DECLARED ON COMMON STOCK                     16,384         15,247          49,094          45,647
 BALANCE AT END OF PERIOD                           $  188,708     $  116,241      $  188,708      $  116,241
 
 
 The accompanying notes are an integral part of these consolidated statements.

</TABLE>

                                                        12
                                                      <PAGE>

                           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                          AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

<TABLE>
<CAPTION>

 <S>                                                                           <C>                 <C>         
                                                                               (Unaudited)
                                                                               September 30        December 31
                                                                                   1996               1995
                                                                                     (Thousands of Dollars)
                                       ASSETS
 ELECTRIC UTILITY PLANT - ORIGINAL COST
   Utility plant (includes Construction Work in Progress of
     $50,616 and $33,382)                                                       $2,856,770         $2,754,280
   Accumulated depreciation                                                     (1,104,274)        (1,040,014)
                                                                                 1,752,496          1,714,266
   Capital leases - less amortization of $29,953 and $27,966                         7,365              9,353
                                                                                 1,759,861          1,723,619
 OTHER PROPERTY AND INVESTMENTS
   Leveraged leases                                                                150,721            152,666
   Trojan decommissioning trust, at market value                                    77,726             68,774
   Corporate owned life insurance, less loans of $27,763 and $26,432                77,639             74,574
   Other investments                                                                40,463             28,603
                                                                                   346,549            324,617
 CURRENT ASSETS
   Cash and cash equivalents                                                        17,114             11,919
   Accounts and notes receivable                                                   113,356            104,815
   Unbilled and accrued revenues                                                    25,527             64,516
   Inventories, at average cost                                                     34,832             38,338
   Prepayments and other                                                            25,629             16,953
                                                                                   216,458            236,541
 DEFERRED CHARGES
   Unamortized regulatory assets
     Trojan investment                                                             283,888            301,023
     Trojan  decommissioning                                                       294,077            311,403
     Income taxes recoverable                                                      206,794            217,366
     Debt reacquisition costs                                                       28,682             29,576
     Energy efficiency programs                                                     83,222             77,945
     Other                                                                          26,153             27,611
   WNP-3 settlement exchange agreement                                             164,512            168,399
   Miscellaneous                                                                    29,051             29,917
                                                                                 1,116,379          1,163,240
                                                                                $3,439,247         $3,448,017
                           CAPITALIZATION  AND LIABILITIES
 CAPITALIZATION
   Common stock equity
   Common stock, $3.75 par value per share, 100,000,000 shares authorized,       
     51,203,763 and 51,013,549 shares outstanding                               $  192,010         $  191,301
   Other paid-in capital - net                                                     579,346            574,468
   Unearned compensation                                                            (6,275)            (8,506)
   Retained earnings                                                               188,708            135,885
                                                                                   953,789            893,148
   Cumulative preferred stock of subsidiary
     Subject to mandatory redemption                                                30,000             40,000
   Long-term debt                                                                  869,059            890,556
                                                                                 1,852,848          1,823,704
 CURRENT LIABILITIES
   Long-term debt and preferred stock due within one year                           81,582            105,114
   Short-term borrowings                                                           174,893            170,248
   Accounts payable and other accruals                                              96,781            133,405
   Accrued interest                                                                 17,385             16,247
   Dividends payable                                                                17,347             16,668
   Accrued taxes                                                                    51,364             15,151
                                                                                   439,352            456,833
 OTHER
   Deferred income taxes                                                           631,608            652,846
   Deferred investment tax credits                                                  48,031             51,211
   Trojan decommissioning and transition obligation                                368,036            379,179
   Miscellaneous                                                                    99,372             84,244
                                                                                 1,147,047          1,167,480
                                                                                $3,439,247         $3,448,017

 The accompanying notes are an integral part of these consolidated balance sheets.

</TABLE>
                                                      
                                                        13
                                                      <PAGE>

                           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
                  THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                            (UNAUDITED)

<TABLE>
<CAPTION>
 
<S>                                                 <C>            <C>             <C>             <C>
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)
 CASH PROVIDED (USED) BY -
 OPERATIONS:
   Net income                                       $   20,541     $   14,181      $  103,582      $   44,630
   Adjustments to reconcile net income to net
     cash provided by operations:                                                 
      Depreciation and amortization                     30,212         24,695          89,828          75,540
      Amortization of WNP-3 exchange agreement           1,727          1,227           3,887           3,682
      Amortization of Trojan investment                  6,358          6,456          18,118          18,865
      Amortization of Trojan decommissioning             3,510          3,511          10,531           9,826
      Amortization of deferred charges - other             472            (30)            354            (208)
      Deferred income taxes - net                       (1,663)         2,221         (13,522)         (1,651)
      Other noncash revenues                              (419)        (2,282)         (1,218)         (3,969)
      Regulatory disallowance                                -         12,859               -          49,567
      Changes in working capital:
        (Increase) Decrease in receivables               7,177          8,175          29,902          18,976
        (Increase) Decrease in inventories               3,437          5,228           3,506          (2,363)
        Increase (Decrease) in payables                 39,946         16,931           7,401            (176)
        Other working capital items - net               (8,959)       (12,132)         (8,676)        (11,347)
      Trojan decommissioning expenditures               (2,697)        (2,343)         (4,836)         (6,214)
      Deferred items - other                             1,215         (1,122)         12,841          (6,991)
      Miscellaneous - net                                2,679          6,670           5,826          11,713
                                                       103,536         84,245         257,524         199,880
 INVESTING ACTIVITIES:
   Utility construction - new resources                    156         (8,386)            141         (37,797)
   Utility construction - other                        (43,289)       (43,056)       (133,485)       (108,219)
   Energy efficiency programs                           (2,838)        (4,439)        (10,243)        (13,391)
   Rentals received from leveraged leases               11,165          8,050          27,257          19,735
   Nuclear decommissioning trust deposits               (3,742)        (3,046)        (11,692)        (13,553)
   Nuclear decommissioning trust withdrawals             1,782          1,805           3,229           8,413
   Other                                                  (674)         1,638         (11,276)          3,885
                                                       (37,440)       (47,434)       (136,069)       (140,927)
 FINANCING ACTIVITIES:
   Short-term borrowings - net                         (51,639)       (25,856)          4,645         (74,381)
   Borrowings from Corporate Owned Life Insurance            -              -           1,312           2,589
   Long-term debt issued                                50,000              -          85,000          75,000
   Long-term debt retired                              (30,000)             -        (117,661)         (3,045)
   Repayment of nonrecourse borrowings for
     leveraged leases                                   (9,321)        (6,815)        (23,711)        (17,443)
   Preferred stock retired                                   -              -         (20,000)        (10,000)
   Common stock issued                                     784          2,303           2,570           6,865
   Dividends paid                                      (16,355)       (15,218)        (48,415)        (45,757)
                                                       (56,531)       (45,586)       (116,260)        (66,172)
 INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                      9,565         (8,775)          5,195          (7,219)
 CASH AND CASH EQUIVALENTS AT THE BEGINNING
   OF PERIOD                                             7,549         19,098          11,919          17,542
 CASH AND CASH EQUIVALENTS AT THE END
   OF PERIOD                                        $   17,114     $   10,323      $   17,114      $   10,323
 Supplemental disclosures of cash flow
 information
   Cash paid during the period:
     Interest, net of amounts capitalized           $   19,738     $   12,589      $   55,912      $  44,212
     Income taxes                                       11,460         26,220          79,130         67,610
 
 The accompanying notes are an integral part of these consolidated statements.

</TABLE>


                                                        14
                                                      <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 1995 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

 BONNEVILLE PACIFIC LAWSUIT  - On October 7, 1996 the bankruptcy court approved
 the settlement entered into by  Portland General and Portland General Holdings
 (collectively referred to as Portland  General)  with  the  Bonneville Pacific
  Corporation's  (Bonneville)  bankruptcy trustee (Trustee).  Pursuant  to  the
 settlement, Bonneville and its  estate  will  release all claims and causes of
  action,  including  those  asserted  in the Trustee's  civil  action  against
  Portland  General  and its current and former  officers  and  directors.   In
 exchange, Portland General will release any and all claims against Bonneville,
  its estate and related  entities  and  individuals  relating  to  its  equity
 investment in and loans to Bonneville except that Portland General will retain
 ownership of 2 million shares of Bonneville common stock.  The settlement will 
 not have a material impact on Portland General's results of operations.

 Portland General will pursue recovery of certain litigation and settlement
 costs from its Director and Officer liability carrier.  Any such revenues 
 would be recognized into income during periods received.

 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.



                                      15
                                    <PAGE>


           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)


 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.
 

 NOTE 3 - WNP-3 SETTLEMENT EXCHANGE AGREEMENT

 PGE is selling energy received under a WNP-3 Settlement Exchange Agreement 
 (WSA) to WAPA for 25 years, which began October 1990.  Revenues from the 
 WAPA contract are used to support the carrying value of the WSA asset.  A 
 portion of the energy under the WSA contract is sold at market prices.  In 
 light of reduced prices for wholesale power the Company is performing an 
 evaluation for potential impairment of the WSA asset.  This evaluation is 
 expected to be completed during the fourth quarter of 1996.


 NOTE 4 - PROPOSED MERGER

  On  July  20,  1996, Portland General entered into an Agreement and  Plan  of
 Merger with Enron,  a Delaware corporation, to merge in a tax-free, stock-for-
 stock transaction.  The transaction which has been approved by both companies'
 boards of directors, will entitle Portland General shareholders to receive one
 share of Enron common  stock  for  each share of Portland General common stock
 held by them.

Under the terms of the merger agreement, Enron will reincorporate in Oregon to
 allow it to qualify as an intrastate holding company that is exempt  from  the
  registration  requirements  of  PUHCA.  In the event that PUHCA is amended or
 repealed in a manner that would make this reincorporation no longer necessary,
 PGC will merge directly into the present  Enron.  PGE, Portland General's 
 utility subsidiary, will  retain  its  name, most of its functions and 
 maintain its principal corporate offices in Portland, Oregon.

  The merger is subject to the approval of each company's  shareholders.   Both
 Enron  and  PGC have scheduled special shareholder meetings each of which will
 take place on  November  12,  1996  in  which  shareholders of record for each
 corporation as of September 23, 1996 will vote upon  a proposal to approve the
 Merger Agreement.  The affirmative vote of holders of a majority of the shares
  of both the PGC Common Stock and Enron Voting Stock outstanding  is  required
 for  merger  approval under the state laws where each company is incorporated.
 In addition the  merger  is  conditioned,  among  other  things,  upon and the
 completion of regulatory procedures including those already initiated  at  the
  OPUC  and the FERC.  The companies are hopeful that the regulatory procedures
 can be completed in less than 12 months from the date of the agreement.

 The merger  agreement may be terminated by Enron if the average of the closing
 prices of Enron  Common  Stock  during  the  20 consecutive trading day period
  ending five trading days prior to the date of  the  special  meeting  of  the
 shareholders  of  Portland  General  is more than $47.25 per share, and may be
 terminated by PGC if the average of the  closing  prices of Enron Common Stock
 during such period is less than $36.25 per share.

                             <PAGE> 16

 NOTE 5 - SUBSEQUENT EVENT

 Bondable Conservation Investment - In  early  October  1996  the  Company 
 issued a 10 year  $81  million conservation bond with a coupon rate  of 
 6.91%.  The issuance was authorized by the OPUC which earlier designated 
 $81 million of PGE's energy efficiency investment as Bondable Conservation 
 Investment.  The bond is collateralized by the future revenue stream assured
 by the OPUC designation.  The financing provides an estimated $21 million in
 present value savings for customers while granting PGE immediate recovery of
 its energy efficiency program expenditures.  Future revenues collected from
 customers will pay debt service obligations.  Once the Commission designates 
 a Bondable Conservation Investment it may not revalue or affect the timing 
 of the revenue stream.  Therefore, the OPUC may not remove the debt service
 obligation from rates. 


           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*      3-11

     Financial Statements                                18-20

     Notes to Financial Statements**                     15-17




 * 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, excluding the
   Bonneville Pacific litigation discussion contained in Note 2
   which relates solely to Portland General.


                                      17
                                    <PAGE>


                        Portland General Electric Company and Subsidiaries

                             CONSOLIDATED STATEMENTS OF INCOME FOR THE
                  THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                             (UNAUDITED)

<TABLE>
<CAPTION>
 
<S>                                                 <C>            <C>             <C>             <C>
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)

 OPERATING REVENUES                                 $  259,656     $  222,240      $  792,772      $  699,607
 OPERATING EXPENSES
   Purchased power and fuel                             83,074         64,428         211,633         198,740
   Production and distribution                          22,698         15,963          64,668          47,404
   Maintenance and repairs                              12,016         10,563          37,110          31,880
   Administrative and other                             26,726         24,943          80,862          75,904
   Depreciation and amortization                        38,868         33,318         114,909          99,520
   Taxes other than income taxes                        12,325         11,915          39,918          38,650
   Income taxes                                         18,435         21,208          79,492          71,720
                                                       214,142        182,338         628,592         563,818
 NET OPERATING INCOME                                   45,514         39,902         164,180         135,789
 OTHER INCOME (DEDUCTIONS)
 Regulatory disallowances - net of income
     taxes of  $8,441 and $25,542                            -        (12,859)              -         (49,567)
   Allowance for equity funds used
    during construction                                      -          1,274               -           1,960
   Other                                                 2,043          5,348           5,434          14,852
   Income taxes                                             48           (258)            476            (518)
                                                         2,091         (6,495)          5,910         (33,273)
 INTEREST CHARGES
   Interest on long-term debt and other                 17,770         17,735          50,720          51,546
   Interest on short-term borrowings                     2,525          1,217           7,784           5,463
   Allowance for borrowed funds used
    during construction                                   (609)        (2,334)         (1,351)         (6,722)
                                                        19,686         16,618          57,153          50,287
 NET INCOME                                             27,919         16,789         112,937          52,229
 PREFERRED DIVIDEND REQUIREMENT                            581          2,380           2,212           7,380
 INCOME AVAILABLE FOR COMMON STOCK                  $   27,338     $   14,409      $  110,725      $   44,849
 
 
                         CONSOLIDATED STATEMENTS OF RETAINED EARNINGS FOR THE
                    THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                              (Unaudited)
                                           
 
<S>                                                 <C>            <C>             <C>             <C>
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)
 
 BALANCE AT BEGINNING OF PERIOD                     $  295,610     $  222,870      $  246,282      $  216,468
 NET INCOME                                             27,919         16,789         112,937          52,229
 ESOP TAX BENEFIT AND OTHER                               (530)          (470)         (1,665)         (1,418)
                                                       322,999        239,189         357,554         267,279
 DIVIDENDS DECLARED
   Common stock                                         56,014         13,682          88,938          36,772
   Preferred stock                                         581          2,380           2,212           7,380
                                                        56,595         16,062          91,150          44,152
 BALANCE AT END OF PERIOD                           $  266,404     $  223,127      $  266,404      $  223,127
 
 The accompanying notes are an integral part of these consolidated statements.


</TABLE>


                                                        18
                                                      <PAGE>

                       PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEETS
                          AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

<TABLE>
<CAPTION>
 
 <S>                                                                           <C>                 <C>
                                                                               (Unaudited)
                                                                               September 30        December 31
                                                                                   1996               1995
                                                                                     (Thousands of Dollars)
                                       ASSETS
 ELECTRIC UTILITY PLANT - ORIGINAL COST
   Utility plant (includes Construction Work in Progress of
     $50,616 and $33,382)                                                       $2,856,770         $2,754,280
   Accumulated depreciation                                                     (1,104,274)        (1,040,014)
                                                                                 1,752,496          1,714,266
   Capital leases - less amortization of $29,953 and $27,966                         7,365              9,353

                                                                                 1,759,861          1,723,619
 OTHER PROPERTY AND INVESTMENTS
   Trojan decommissioning trust, at market value                                    77,726             68,774
   Corporate owned life insurance, less loans of $27,763 and $26,432                47,096             44,635
   Other investments                                                                35,096             24,943
                                                                                   159,918            138,352
 CURRENT ASSETS
   Cash and cash equivalents                                                         4,561              2,241
   Accounts and notes receivable                                                   113,145            102,592
   Unbilled and accrued revenues                                                    25,527             64,516
   Inventories, at average cost                                                     34,832             38,338
   Prepayments and other                                                            24,316             15,619
                                                                                   202,381            223,306
 DEFERRED CHARGES
   Unamortized regulatory assets
    Trojan investment                                                              283,888            301,023
    Trojan decommissioning                                                         294,077            311,403
    Income taxes recoverable                                                       206,794            217,366
    Debt reacquisition costs                                                        28,682             29,576
    Energy efficiency programs                                                      83,222             77,945
    Other                                                                           26,153             27,611
   WNP-3 settlement exchange agreement                                             164,512            168,399
   Miscellaneous                                                                    27,178             26,997
                                                                                 1,114,506          1,160,320
                                                                                $3,236,666         $3,245,597
                                        
                                        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                                                     471,522            466,325
   Retained earnings                                                               266,404            246,282
   Cumulative preferred stock
    Subject to mandatory redemption                                                 30,000             40,000
   Long-term debt                                                                  869,059            890,556
                                                                                 1,797,331          1,803,509
 CURRENT LIABILITIES
   Long-term debt and preferred stock due within one year                           81,582             75,114
   Short-term borrowings                                                           174,525            170,248
   Accounts payable and other accruals                                              97,656            132,064
   Accrued interest                                                                 16,015             15,442
   Dividends payable                                                                17,117             14,956
   Accrued taxes                                                                    48,473             12,870
                                                                                   435,368            420,694
 OTHER
   Deferred income taxes                                                           508,555            525,391
   Deferred investment tax credits                                                  48,031             51,211
   Trojan decommissioning and transition costs                                     368,036            379,179
   Miscellaneous                                                                    79,345             65,613
                                                                                 1,003,967          1,021,394
                                                                                $3,236,666         $3,245,597

The accompanying notes are an integral part of these consolidated balance sheets.

</TABLE>


                                                        19
                                                      <PAGE>

                        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE
           THREE MONTHS  AND  NINE  MONTHS  ENDED SEPTEMBER 30, 1996 AND 1995
                                            (Unaudited)

<TABLE>
<CAPTION>
 
<S>                                                 <C>            <C>             <C>             <C>
                                                           Three Months Ended           Nine  Months Ended
                                                              SEPTEMBER 30                 September 30
                                                        1996           1995            1996           1995  
                                                                       (Thousands of Dollars)
 
 CASH PROVIDED (USED) BY -
  OPERATIONS:
    Net Income                                      $   27,919     $   16,789      $  112,937      $   52,229
    Adjustments to reconcile net income to net 
    cash provided by operations:
      Depreciation and amortization                     30,188         24,729          89,765          75,533
       Amortization of WNP-3 exchange agreement          1,727          1,227           3,887           3,682
       Amortization of Trojan investment                 6,358          6,456          18,118          18,865
       Amortization of Trojan decommissioning            3,510          3,511          10,531           9,826
       Amortization of deferred charges - other            472            (30)            354            (208)
       Deferred income taxes - net                      (2,180)         2,113          (8,900)          1,423
       Regulatory disallowances                              -         12,859               -          49,567
       Changes in working capital:
          (Increase) Decrease in receivables             7,824          7,997          27,890          21,655
          (Increase) Decrease in inventories             3,437          5,228           3,506          (2,363)
          Increase (Decrease) in payables               33,337         19,678           7,896             781
          Other working capital items - net             (8,583)       (10,946)         (8,697)        (11,156)
      Trojan decommissioning expenditures               (2,697)        (2,343)         (4,836)         (6,214)
      Deferred items - other                             1,215         (1,122)         12,841          (6,991)
      Miscellaneous - net                                1,675          4,864           4,440           9,156
                                                       104,202         91,010         269,732         215,785
 INVESTING ACTIVITIES:
   Utility construction - new resources                    156         (8,386)            141         (37,797)
   Utility construction - other                        (43,289)       (43,056)       (133,485)       (108,219)
   Energy efficiency programs                           (2,838)        (4,439)        (10,243)        (13,391)
   Nuclear decommissioning trust deposits               (3,742)        (3,046)        (11,692)        (13,553)
   Nuclear decommissioning trust withdrawals             1,782          1,805           3,229           8,413
   Other investments                                     (131)            (70)         (9,301)         (3,048)
                                                      (48,062)        (57,192)       (161,351)       (167,595)
 FINANCING ACTIVITIES:                                                                           
   Short-term debt - net                              (49,807)        (25,869)          4,277         (74,381)
   Borrowings from Corporate Owned Life Insurance           -               -           1,312           2,589
   Long-term debt issued                               50,000               -          85,000          75,000
   Long-term debt retired                                   -               -         (87,661)         (3,045)
   Preferred stock retired                                  -               -         (20,000)        (10,000)
   Dividends paid                                     (58,305)        (13,926)        (88,989)        (43,505)
                                                      (58,112)        (39,795)       (106,061)        (53,342)
 INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                    (1,972)         (5,977)          2,320          (5,152)
 CASH AND CASH EQUIVALENTS AT THE BEGINNING
   OF PERIOD                                            6,533          10,415           2,241           9,590
 CASH AND CASH EQUIVALENTS AT THE END                                                            
   OF PERIOD                                        $   4,561      $    4,438      $    4,561      $    4,438
 Supplemental disclosures of cash flow information
    Cash paid during the period:
       Interest, net of amounts capitalized         $  18,601      $   11,375      $   53,485      $   41,768
       Income taxes                                    19,032          27,721          75,667          72,842
 
 The accompanying notes are an integral part of these consolidated statements.

</TABLE>


                                                        20
                                                      <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, 1995.

                              NONUTILITY


 ROGER G. SEGAL, AS THE CHAPTER 11 TRUSTEE FOR BONNEVILLE  PACIFIC  CORPORATION
 V. PORTLAND GENERAL CORPORATION, PORTLAND GENERAL HOLDINGS, INC. ET  AL,  U.S.
 DISTRICT COURT FOR THE DISTRICT OF UTAH
  and  PORTLAND  GENERAL  HOLDINGS, INC. V. THE BONNEVILLE GROUP AND RAYMOND L.
 HIXSON, THIRD JUDICIAL DISTRICT COURT FOR SALT LAKE COUNTY

 On October 7, 1996 the bankruptcy  court  approved the settlement entered into
 by Portland General and Portland General Holdings (collectively referred to as
  Portland  General)  with  the Bonneville Pacific  Corporation's  (Bonneville)
 bankruptcy trustee (Trustee).   Pursuant to the settlement, Bonneville and its
 estate will release all claims and  causes of action, including those asserted
 in the Trustee's civil action against  Portland  General  and  its current and
 former officers and directors.  In exchange, Portland General will release any
  and  all  claims  against  Bonneville,  its  estate and related entities  and
  individuals  relating to its equity investment in  and  loans  to  Bonneville
 except that Portland  General  will  retain  ownership  of 2 million shares of
 common stock of Bonneville.  For further information regarding  the settlement
 see Portland General's report on Form 8-K dated August 23, 1996.


 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 a.  Exhibits

      NUMBER     EXHIBIT                                              PGC   PGE

        10       Portland General Corporation Management
                 Deferred Compensation Plan, 1996 Restatement, 
                 Amendment No. 1, dated October 18, 1996,
                 filed herewith                                        X     X

                 Portland General Corporation Outside Directors'
                 Life Insurance Benefit Plan, 1996 Restatement
                 Amendment No. 1, dated October 22, 1996,
                 filed herewith                                        X     X




                                      21
                                    <PAGE>



           PORTLAND GENERAL CORPORATION AND SUBSIDIARIES
        PORTLAND GENERAL ELECTRIC COMPANY AND SUBSIDIARIES

                    PART II.  OTHER INFORMATION


      NUMBER     EXHIBIT                                              PGC   PGE

        10       Portland General Corporation Outside Directors'
                 Deferred Compensation Plan, 1996 Restatement
                 Amendment No. 1, dated October 18, 1996,
                 filed herewith                                        X     X

                 Portland General Corporation Senior Officers'
                 Life Insurance Benefit Plan, 1996 Restatement,
                 Amendment No. 1, dated October 22, 1996,
                 filed herewith                                        X     X

        27       Financial Data Schedule - UT                          X     X
                 (Electronic Filing Only)

b.  Reports on Form 8-K

    August 23, 1996    - Item 5.  Other Events:  Litigation Settlement between 
                         PGC and Bonneville Pacific trustee.

    September 6, 1996  - Item 5.  Other Events:  OPUC's response to PGE's rate
                         proposal.

    September 11, 1996 - Item 5.  Other  Events:   Postponement of settlement
                         discussions on rate proposal.




                                      22
                                    <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)


 October 24, 1996         By         /S/ JOSEPH M. HIRKO
                                        Joseph M. Hirko
                                    Sr. Vice President and
                                    Chief Financial Officer




                                      23
                                    <PAGE>