EXHIBIT (10m.)
                           Northwest Natural Gas
                          INTEROFFICE MEMORANDUM


TO:            Northwest Natural Gas Compensation Committee
FROM:          Robert L. Ridgley
DATE:          September 16, 1994
SUBJECT:       Proposed Agreement as to Retirement of CEO 
                                                               
     At your suggestion, this memorandum addresses those aspects of
the executive succession planning process which will impact me
personally as the Chief Executive Officer.  You have suggested that I
make a specific proposal concerning my plans, so that there may be an
understanding between the Board of Directors and me as we proceed down
the road to the selection of a new CEO.

     If acceptable to the Compensation Committee and the Board of
Directors, I would be delighted to look forward to the following
transition:

     1)   During an Executive Session of the Board, the Board of
Directors would elect a "Lead Director."  This should be done at the
earliest agreed to date.  Forthwith and to that end, Cart Woodard,
Chairman of the Board's Nominating Committee, has been asked to chair
a selection process at the pleasure of the Board.

     2)   The "Lead Director" would preside over all board meetings
when the Chairman is not present.  At least twice per fiscal year, the
"Lead Director" should chair a meeting of only the Board's "outside"
directors to review the company's affairs and any other subject the
outside directors deem necessary. No "inside director" nor corporate
employee should be present at these meetings.

     3)   In addition to his or her formal duties, the Lead Director
will provide a constructive conduit for individual directors to
express views or requests for informal discussion between the Lead
Director and CEO.

     4)   It is my intention to retire as an employee and as President
and CEO during February, 1997, just prior to my 63rd birthday.  At
that time, my tenure as CEO will have been twelve years.

     5)   With the support of all of the directors, I would be honored
and pleased to serve as Chairman of the Board of Directors for a
period of two (2) years, commencing on March 1, 1997.  During my
tenure as Chairman, I would look forward to working closely with the
Lead Director and all other directors to insure that the Board of
Directors, its subsidiary boards and the Board committees provide a
coherent and effective governance structure for the company.

     6)   In addition to my duties on behalf of the Board of
Directors, I would be pleased to make myself available at the call of
the newly selected President and CEO.  This would include consultation
on business issues on which the CEO deems my counsel to be
constructive and appropriate.  It may also include acting as a liaison
for the Company with community organizations and trade associations
when such activity would be in the interest of the Company and is
requested by the CEO.

     7)   If during my two year tenure the Board of Directors wishes
to replace me with a new chairman, it shall retain that prerogative at
all times.  However, should it elect to do so, my business consultancy
and consulting fee as outlined below in Item Number 9, would continue
for the agreed-to Two (2) year term commencing 1 March 1997 and
expiring 28 February, 1999.  Further, in case of my disability or
death, this agreement will continue for my surviving spouse to the
termination of this agreement on 28 February, 1999.

     8)   At the conclusion of my term on February 28, 1999, I would
automatically step down as Chairman of the Board of Directors.  The
Board may elect my successor as deems appropriate.

     9)   In consideration of the commitments which I shall undertake,
the Company shall pay me a consulting fee of $10,000 per month for
twenty-four months commencing with 1 March, 1997.  During that period,
I would also have the continued use of my executive vehicle, in
accordance with company policy and would be reimbursed for reasonable
expenses necessarily incurred in the performance of my duties.

     10)  In addition to the aforementioned compensation, I will also
receive the customary retainer and meeting fees paid to nonmanagement
directors commencing with my relinquishment of the CEO title on
March 1, 1997.

     11)  Following my retirement as President and CEO in February,
1997, I shall vacate my personal office space, which shall be made
available to my successor.  I would expect to have the continued use
of an office with secretarial support and receive reimbursement of
monthly dues and assessments (excluding all personal expenses) for the
Arlington Club and Waverley Country Club until age 72 or retirement
from the Board whichever occurs first.

     If this proposal meets with the pleasure of the Compensation
Committee and the Board of Directors, I would very much appreciate a
resolution to that effect by the Board on September 22, 1994.

DATE:     SEPTEMBER 22, 1994

AGREED TO IN BEHALF OF NORTHWEST NATURAL GAS COMPANY AND ROBERT L.
RIDGLEY, PURSUANT TO THE RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED
ON SEPTEMBER 22, 1994:

NORTHWEST NATURAL GAS COMPANY           ROBERT L. RIDGLEY



BY   /S/ Tod R. Hamachek                     /S/ Robert L. Ridgley
     --------------------------              ---------------------
     TOD R. HAMACHEK, CHAIRMAN               ROBERT L. RIDGLEY 
     COMPENSATION COMMITTEE