EXHIBIT 5A 

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY 
DISTRICT DIRECTOR 
915 SECOND AVENUE, MS 510 
SEATTLE, WA 98174 
                                           Employer Identification Number: 
                                                 93-0256722 
Date:       June 01 1995                   File Folder Number: 
                                                 931003226 
NORTHWEST NATURAL GAS COMPANY              Person to Contact: 
C/O DENNIS LEYBOLD                               DEBRA WITSOE 
900 SW FIFTH AVENUE, SUITE 2300            Contact Telephone Number: 
PORTLAND, OR  97204                              (206) 220-6080 
                                           Plan Name: 
                                                 NORTHWEST NATURAL GAS COMPANY 
                                                 RETIREMENT K SAVINGS PLAN 
                                           Plan Number:  008 

Dear Applicant: 

      We have made a favorable determination on your plan, identified above, 
based on the information supplied.  Please keep this letter in your 
permanent records. 

      Continued qualification of the plan under its present form will depend 
on its effect in operation.  (See section 1.401-1(b)(3) of the Income Tax 
Regulations.)  We will review the status of the plan in operation 
periodically. 

      The enclosed document explains the significance of this favorable 
determination letter, points out some features that may affect the 
qualified status of your employee retirement plan, and provides information 
on the reporting requirements for your plan.  It also describes some events 
that automatically nullify it.  It is very important that you read the 
publication. 

      This letter relates only to the status of your plan under the Internal 
Revenue Code.  It is not a determination regarding the effect of other 
federal or local statutes. 

      This determination is subject to your adoption of the proposed 
amendments submitted in your letter dated May 23, 1995.  The proposed 
amendments should be adopted on or before the date prescribed by the 
regulations under Code section 401(b). 

      Your plan does not consider total compensation for purposes of 
figuring benefits.  In operation, the provision may discriminate in favor 
of employees who are highly compensated.  If this occurs, your plan will 
not remain qualified. 

      This determination letter is applicable for the amendment(s) adopted 
on February 25, 1993. 

      This plan has been mandatorily disaggregated, permissively aggregated, 
or restructured to satisfy the nondiscrimination requirements. 

      This letter is issued under Rev. Proc. 93-39 and considers the 
amendments required by the Tax Reform Act of 1986 except as otherwise 
specified in this letter. 

      This plan satisfies the nondiscriminatory current availability 
requirements of section 1.401(4)-4(b) of the regulations with respect to 
those benefits, rights, and features that are currently available to all 
employees in the plan's coverage group.  For this purpose, the plan's 
coverage group consists of those employees treated as currently benefiting 
for purposes of demonstrating that the plan satisfies the minimum coverage 
requirements of section 410(b) of the Code. 

      This plan qualifies for Extended Reliance described in the last 
paragraph of Publication 794 under the caption "Limitations of a Favorable 
Determination Letter". 

      This letter may not be relied upon with respect to whether the plan 
satisfies the qualification requirements as amended by the Uruguay Round 
Agreements Act, Pub. L. 103-465. 

      The information on the enclosed addendum is an integral part of this 
determination.  Please be sure to read and keep it with this letter. 

      We have sent a copy of this letter to your representatives as 
indicated in the power of attorney. 

      If you have any questions concerning this matter, please contact the 
person whose name and telephone number are shown above. 

                                    Sincerely yours, 

                                    RICHARD R. OROSCO 

                                    Richard R. Orosco 
                                    District Director 
Enclosures: 
Publication 794 
Reporting & Disclosure Guide 
 for Employee Benefit Plans 
Addendum