AMENDMENT NO. 1

                  TO PORTLAND GENERAL CORPORATION

               MANAGEMENT DEFERRED COMPENSATION PLAN



 THIS AMENDMENT to the Portland General Corporation Management Deferred
 Compensation Plan (the "Plan") is made and entered into this 1st day of
 April, 1995, by the Senior Administrative Officer of Portland General
 Corporation, an Oregon Corporation;

 WHEREAS, the Company has established the Plan as restated October 1, 1994;
 and

 WHEREAS, pursuant to Section 10.1 of the Plan, the Senior Administrative
 Officer may amend the Plan from time to time as may be necessary for
 administrative purposes and legal compliance;

 NOW, THEREFORE, Section 2.13(e) of the Plan is hereby amended as follows:

 2.13  ELIGIBILE EMPLOYEE.

 (e)  The threshold amount effective April 1, 1995 and any subsequent year
 shall be eighty-five thousand dollars ($85,000).  Such amount may be
 adjusted by the Senior Administrative Officer each subsequent calendar
 year or at any other time as the Senior Administrative Officer deems
 necessary.

 IN WITNESS WHEREOF, the Company has caused this instrument to be executed
 as of the day and year first above written.

                              PORTLAND GENERAL CORPORATION


                              BY:      /S/ DONALD F. KIELBLOCK
                                         Donald F. Kielblock
                                     Senior Administrative Officer