PORTLAND GENERAL CORPORATION
                            AMENDED AND RESTATED
                 OUTSIDE DIRECTORS' STOCK COMPENSATION PLAN
                               AMENDMENT NO. 1

     THIS   AMENDMENT   to   the  Amended  and  Restated  Portland  General
Corporation Outside Directors' Stock Compensation Plan (the "Plan") is made
and  entered  into this 2nd day  of  October,  1996,  by  Portland  General
Corporation (the "Corporation");

     WHEREAS, the  Corporation  has  established  the  Plan  as amended and
restated February 6, 1996; and

     WHEREAS, pursuant to Section 11.1 of the Plan, the Board  of Directors
of  the  Corporation  may  amend  the  Plan, provided that the Plan is  not
amended  more  than  once  each  six months and  no  such  amendment  shall
adversely affect any then outstanding Award; and

     WHEREAS, the Board of Directors,  by resolutions adopted September 10,
1996, deems it in the best interest of the  Corporation  to amend the Plan,
and that the following amendment does not adversely affect  any outstanding
Award under the Plan;

     NOW, THEREFORE, effective as of September 10, 1996, the Plan is hereby
amended as follows:

     Section 4.1 is amended to read as follows:

     "4.1.  VESTING; DELIVERY OF SHARES; FORFEITURES.

          4.1  Subject to Sections 3.2(a) and 4.2 through 4.5,  shares
     of Common Stock  in  an Award shall vest 100 percent on the third
     Anniversary Date.  Five-Year  Awards  and Transition Awards shall
     vest and be released as set forth in Section  8.  Notwithstanding
     the  foregoing,  all  Shares  of Common Stock in any  outstanding
     Award  shall  vest  100  percent  on   the   effective  date  and
     consummation  of  the  merger of Enron Corporation  and  Portland
     General Corporation agreed  to in that certain Agreement and Plan
     of


PAGE 1 - AMENDMENT NO. 1 - ODSC PLAN

                                  

     Merger  by  and  between  Enron  Corporation,   Portland  General
     Corporation and New Falcon Corp., dated as of July  20,  1996, as
     that Agreement may be amended or restated from time to time.

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


                              PORTLAND GENERAL CORPORATION


                         By:  /S/ JOSEPH M. HIRKO

                              Joseph M. Hirko
                              Senior Vice President-Finance


PAGE 2 - AMENDMENT NO. 1 - ODSC PLAN