As filed with the Securities and Exchange Commission
                            on October 20, 1995

                                                 Registration No. 33-__________ 


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                            ___________________


                                  Form S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            ___________________


                       NORTHWEST NATURAL GAS COMPANY
             (Exact name of registrant as specified in charter)

                            ___________________


             OREGON                                  93-0256722 
  (State or other jurisdiction                      (IRS Employer 
of incorporation or organization)                Identification No.) 

      220 NW Second Avenue 
        Portland, Oregon                                97209 
      (Address of Principal                          (Zip Code) 
       Executive Offices) 

                            ___________________

                       Northwest Natural Gas Company
                         Retirement K Savings Plan
                            ____________________

                                 C. J. Rue
                                 Secretary
                       Northwest Natural Gas Company
                            220 NW Second Avenue
                             Portland, OR 97209
                               (503) 226-4211




                    (Name, address and telephone number,
                 including area code, of agent for service)

<PAGE>2 
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------- 
                                            Proposed    Proposed     Amount 
                                            Maximum     Maximum        of 
                            Amount          Offering    Aggregate    Regis- 
Title of Securities         to Be           Price Per   Offering     tration 
to Be Registered           Registered       Share(1)    Price(1)     Fee 
- ---------------------------------------------------------------------------- 
<C>                      <C>                 <C>        <C>           <C>    
Common Stock,  
$3 1/6 par value         200,000 Shares      $32.25     $6,450,000    $2,224 

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein. 
- ---------------------------------------------------------------------------- 
<FN>
(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457(h) under the Securities Act of 1933.  The 
      calculation of the registration fee is based on $32.25, which was the 
      average of the high and low prices of the Common Stock on October 16, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues. 
</TABLE>
<PAGE>II-1 
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents By Reference. 
            --------------------------------------- 

            The following documents filed by Northwest Natural Gas 
Company (the "Company") and the Northwest Natural Gas Company 
Retirement K Savings Plan (the "Plan") with the Securities and 
Exchange Commission are incorporated herein by reference: 

            (a)   The Company's and the Plan's latest annual reports 
      filed pursuant to Section 13(a) or 15(d) of the Securities 
      Exchange Act of 1934. 

            (b)   All other reports filed pursuant to Section 13(a) or 
      15(d) of the Securities Exchange Act of 1934 since the end of the 
      fiscal year covered by the annual reports, referred to in (a) 
      above. 

            (c)   The description of the Common Stock of the Company 
      contained in the Company's registration statement filed under 
      section 12 of the Securities Exchange Act of 1934, including any 
      amendment or report filed for the purpose of updating the 
      description. 

            All reports and other documents subsequently filed by the 
Company or the Plan pursuant to sections 13(a) and (c), 14 and 15(d) 
of the Securities Exchange Act of 1934, as amended, prior to the 
filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all 
securities remaining unsold, shall be deemed to be incorporated by 
reference herein and to be a part hereof from the date of the filing 
of such reports and documents. 

Item 4.     Description of Securities. 
            ------------------------- 

            Not Applicable. 

Item 5.     Interests of Named Experts and Counsel. 
            -------------------------------------- 

            Not Applicable. 

Item 6.     Indemnification of Directors and Officers. 
            ----------------------------------------- 

            The Oregon Business Corporation Act (the "Act") provides, in 
general, that a director or officer of a corporation who has been or 
is threatened to be made a  
<PAGE>II-2 
defendant in a legal proceeding because that person is or was a 
director or officer of the corporation: 

            (a)   shall be indemnified by the corporation for all 
expenses of such litigation when the director or officer is wholly 
successful on the merits or otherwise; 

            (b)   may be indemnified by the corporation for the expenses, 
judgments, fines and amounts paid in settlement of such litigation 
(other than a derivative lawsuit) if he or she acted in good faith and 
in a manner reasonably believed to be in, or at least not opposed to, 
the best interests of the corporation (and, in the case of a criminal 
proceeding, had no reasonable cause to believe the conduct was 
unlawful); and 

            (c)   may be indemnified by the corporation for expenses of a 
derivative lawsuit (a suit by a shareholder alleging a breach by a 
director or officer of a duty owed to the corporation) if he or she 
acted in good faith and in a manner reasonably believed to be in, or 
at least not opposed to, the best interests of the corporation, 
provided the director or officer is not adjudged liable to the 
corporation. 

            The Act also authorizes the advancement of litigation 
expenses to a director or officer upon receipt of a written 
affirmation of the director's or officer's good faith belief that the 
standard of conduct has been met and a written undertaking by such 
director or officer to repay such expenses if it is ultimately 
determined that he or she is not entitled to be indemnified.  The Act 
also provides that the indemnification provided thereunder shall not 
be deemed exclusive of any other rights to which those indemnified may 
be entitled under any bylaw, agreement, vote of shareholders or 
disinterested directors or otherwise. 

            The Company's Bylaws provide that the Company shall 
indemnify directors and officers to the fullest extent permitted under 
the Act, thus making mandatory the discretionary indemnification 
authorized by the Act. 

            The Company's Restated Articles of Incorporation provide 
that the Company shall indemnify its officers and directors to the 
fullest extent permitted by law, which may be broader than the 
indemnification authorized by the Act. 

            The Company's shareholders have approved and the Company has 
entered into indemnity agreements with its directors and officers 
which provide for indemnity to the fullest extent permitted by law and 
also alter or clarify the statutory indemnity in the following 
respects: 
<PAGE>II-3 
            (1)   prompt advancement of litigation expenses is provided 
if the director or officer makes the required affirmation and 
undertaking; 

            (2)   the director or officer is permitted to enforce the 
indemnity obligation in court and the burden is on the Company to 
prove that the director or officer is not entitled to indemnification; 

            (3)   indemnity is explicitly provided for judgments and 
settlements in derivative actions; 

            (4)   prompt indemnification is provided unless a 
determination is made that the director or officer is not entitled to 
indemnification; and 

            (5)   partial indemnification is permitted if the director or 
officer is not entitled to full indemnification. 

            The Company maintains in effect a policy of insurance 
providing for reimbursement to the Company of payments made to 
directors and officers as indemnity for damages, judgments, 
settlements, costs and expenses incurred by them which the Company may 
be required or permitted to make according to applicable law, common 
or statutory, or under provisions of its Restated Articles of 
Incorporation, Bylaws or agreements effective under such laws. 

Item 7.     Exemption from Registration Claimed. 
            ----------------------------------- 

            Not Applicable. 

Item 8.     Exhibits. 
            -------- 

    4A.     Restated Articles of Incorporation of the Company.  
            Incorporated by reference to Exhibit 3a to the Company's 
            Annual Report on Form 10-K for the year ended December 31, 
            1994, File No. 0-994 (the "1994 Form 10-K"). 

    4B.     Bylaws of the Company.  Incorporated by reference to 
            Exhibit 3b to the 1994 Form 10-K. 

    5A.     Internal Revenue Service determination letter. 

    5B.     Opinion of Counsel about amendments to the Plan. 

    15.     Letter about unaudited interim financial information. 

   23A.     Consent of Independent Accountants. 
<PAGE>II-4 
   23B.     Consent of Counsel.  See 5B. 

    24.     Power of Attorney.  See Page II-6. 

Item 9.     Undertakings.
            ------------ 

      (a)   The undersigned registrant hereby undertakes: 

            (1)   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement: 

                  (i)   To include any prospectus required by section 
10(a)(3) of the Securities Act of 1933; 

                 (ii)   To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually or 
in the aggregate, represents a fundamental change in the information 
set forth in the registration statement; 

                (iii)   To include any material information with respect 
to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information in 
the registration statement; 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed 
by the registrant pursuant to section 13 or section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in 
the registration statement. 

            (2)   That, for the purpose of determining any liability 
under the Securities Act of 1933, each new post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof. 

            (3)   To remove from registration by means of a post- 
effective amendment any of the securities being registered which 
remain unsold at the termination of the offering. 

      (b)   The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 
that is incorporated by reference in the registration statement shall 
be deemed to be a new registration  
<PAGE>II-5 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof. 

      (c)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in the 
opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against 
such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue. 
<PAGE>II-6 
                                  POWER OF ATTORNEY 

            Each director and/or officer of the registrant whose 
signature appears below hereby appoints Bruce R. DeBolt and C. J. Rue, 
and each of them severally, as his or her attorney-in-fact to sign in 
his or her name and behalf, in any and all capacities stated below, 
and to file with the Securities and Exchange Commission, any and all 
amendments, including post-effective amendments, to this registration 
statement, and the registrant hereby also appoints each such Agent for 
Service as its attorney-in-fact with like authority to sign and file 
any such amendments in its name and behalf. 

                                     SIGNATURES 

            The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has 
reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this registration statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Portland, State of Oregon, on October 20, 
1995. 

                                    NORTHWEST NATURAL GAS COMPANY 


                                    By  BRUCE R. DeBOLT 
                                        ------------------------------------ 
                                        Bruce R. DeBolt, Senior Vice 
                                        President and Chief Financial 
                                        Officer 

            Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by the following 
persons in the capacities indicated on October 20, 1995. 

Signature                                             Title 
- ---------                                             ----- 

Principal Executive Officer: 

ROBERT L. RIDGLEY                         President and Chief Executive 
- --------------------------                Officer and Director 
Robert L. Ridgley 

Principal Financial Officer: 

BRUCE R. DeBOLT                           Senior Vice President, Finance, 
- --------------------------                and Chief Financial Officer 
Bruce R. DeBolt 
<PAGE>II-7 
Principal Accounting Officer: 

D. JAMES WILSON                           Treasurer and Controller  
- ------------------------- 
D. James Wilson 

Directors: 

MARY ARNSTAD                              Director 
- ------------------------- 
Mary Arnstad 

THOMAS E. DEWEY, JR.                      Director 
- ------------------------- 
Thomas E. Dewey, Jr. 

TOD R. HAMACHEK                           Director 
- ------------------------- 
Tod R. Hamachek 

RICHARD B. KELLER                         Director 
- ------------------------- 
Richard B. Keller 

WAYNE D. KUNI                             Director 
- ------------------------- 
Wayne D. Kuni 

DWIGHT A. SANGREY                         Director 
- ------------------------- 
Dwight A. Sangrey 

MELODY C. TEPPOLA                         Director 
- ------------------------- 
Melody C. Teppola 

RUSSELL F. TROMLEY                        Director 
- ------------------------- 
Russell F. Tromley 

BENJAMIN R. WHITELEY                      Director 
- ------------------------- 
Benjamin R. Whiteley 

WILLIAM R. WILEY                          Director   
- ------------------------- 
William R. Wiley 

CARLTON WOODARD                           Director 
- ------------------------- 
Carlton Woodard 


            The Plan.  Pursuant to the requirements of the 
Securities Act of 1933, the Administrative Committee of the Plan 
has duly caused this registration statement to be signed on its 
<PAGE>II-8 
behalf by the undersigned, thereunto duly authorized, in the City 
of Portland, State of Oregon, on October 20, 1995. 


                                    NORTHWEST NATURAL GAS COMPANY 
                                    RETIREMENT K SAVINGS PLAN 


                                    By  C. J. RUE 
                                        ------------------------------- 
                                        C. J. Rue 
<PAGE>
                                    EXHIBIT INDEX 

Exhibit 
Number            Document Description 
- -------           -------------------- 

   4A             Restated Articles of Incorporation         
                  of the Company.  Incorporated by 
                  reference to Exhibit 3a to the  
                  Company's Annual report on Form 10-K 
                  for the year ended December 31, 1994, 
                  File No. 0-994 (the "1994 Form 10-K"). 

   4B             Bylaws of the Company.  Incorporated 
                  by reference to Exhibit 3b to the 1994 
                  Form 10-K.               

   5A             Internal Revenue Service determination letter. 

   5B             Opinion of Counsel about amendments to the Plan. 

   15             Letter about unaudited interim financial information. 

  23A             Consent of Independent Accountants. 

  23B             Consent of Counsel.  See 5B. 

   24             Power of Attorney.  See Page II-6.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, RETIREMENT K SAVINGS PLAN", "secsgml_size_bytes": 18874}]
{"company-data": {"conformed-name": "NORTHWEST NATURAL GAS CO", "cik": "0000073020", "assigned-sic": "4924", "irs-number": "930256722", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63585", "film-number": "95583070"}, "business-address": {"street1": "220 NW SECOND AVE", "city": "PORTLAND", "state": "OR", "zip": "97209", "phone": "5032264211"}}
As filed with the Securities and Exchange Commission
                            on October 20, 1995

                                                 Registration No. 33-__________ 

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                            ___________________

                                  Form S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            ___________________

                       NORTHWEST NATURAL GAS COMPANY
             (Exact name of registrant as specified in charter)

                            ___________________

             OREGON                                  93-0256722 
  (State or other jurisdiction                      (IRS Employer 
of incorporation or organization)                Identification No.) 

      220 NW Second Avenue 
        Portland, Oregon                                97209 
      (Address of Principal                          (Zip Code) 
       Executive Offices) 

                            ___________________

                       Northwest Natural Gas Company
                         Retirement K Savings Plan
                            ____________________

                                 C. J. Rue
                                 Secretary
                       Northwest Natural Gas Company
                            220 NW Second Avenue
                             Portland, OR 97209
                               (503) 226-4211

                    (Name, address and telephone number,
                 including area code, of agent for service)
2
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------- 
                                            Proposed    Proposed     Amount 
                                            Maximum     Maximum        of 
                            Amount          Offering    Aggregate    Regis- 
Title of Securities         to Be           Price Per   Offering     tration 
to Be Registered           Registered       Share(1)    Price(1)     Fee 
- ----------------------------------------------------------------------------
Common Stock,  
$3 1/6 par value         200,000 Shares      $32.25     $6,450,000    $2,224 

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein. 
- ----------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457(h) under the Securities Act of 1933.  The 
      calculation of the registration fee is based on $32.25, which was the 
      average of the high and low prices of the Common Stock on October 16, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues.
II-1 
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents By Reference. 
            --------------------------------------- 

            The following documents filed by Northwest Natural Gas 
Company (the "Company") and the Northwest Natural Gas Company 
Retirement K Savings Plan (the "Plan") with the Securities and 
Exchange Commission are incorporated herein by reference: 

            (a)   The Company's and the Plan's latest annual reports 
      filed pursuant to Section 13(a) or 15(d) of the Securities 
      Exchange Act of 1934. 

            (b)   All other reports filed pursuant to Section 13(a) or 
      15(d) of the Securities Exchange Act of 1934 since the end of the 
      fiscal year covered by the annual reports, referred to in (a) 
      above. 

            (c)   The description of the Common Stock of the Company 
      contained in the Company's registration statement filed under 
      section 12 of the Securities Exchange Act of 1934, including any 
      amendment or report filed for the purpose of updating the 
      description. 

            All reports and other documents subsequently filed by the 
Company or the Plan pursuant to sections 13(a) and (c), 14 and 15(d) 
of the Securities Exchange Act of 1934, as amended, prior to the 
filing of a post-effective amendment which indicates that all 
securities offered hereby have been sold or which deregisters all 
securities remaining unsold, shall be deemed to be incorporated by 
reference herein and to be a part hereof from the date of the filing 
of such reports and documents. 

Item 4.     Description of Securities. 
            ------------------------- 

            Not Applicable. 

Item 5.     Interests of Named Experts and Counsel. 
            -------------------------------------- 

            Not Applicable. 

Item 6.     Indemnification of Directors and Officers. 
            ----------------------------------------- 

            The Oregon Business Corporation Act (the "Act") provides, in 
general, that a director or officer of a corporation who has been or 
is threatened to be made a
II-2 
defendant in a legal proceeding because that person is or was a 
director or officer of the corporation: 

            (a)   shall be indemnified by the corporation for all 
expenses of such litigation when the director or officer is wholly 
successful on the merits or otherwise; 

            (b)   may be indemnified by the corporation for the expenses, 
judgments, fines and amounts paid in settlement of such litigation 
(other than a derivative lawsuit) if he or she acted in good faith and 
in a manner reasonably believed to be in, or at least not opposed to, 
the best interests of the corporation (and, in the case of a criminal 
proceeding, had no reasonable cause to believe the conduct was 
unlawful); and 

            (c)   may be indemnified by the corporation for expenses of a 
derivative lawsuit (a suit by a shareholder alleging a breach by a 
director or officer of a duty owed to the corporation) if he or she 
acted in good faith and in a manner reasonably believed to be in, or 
at least not opposed to, the best interests of the corporation, 
provided the director or officer is not adjudged liable to the 
corporation. 

            The Act also authorizes the advancement of litigation 
expenses to a director or officer upon receipt of a written 
affirmation of the director's or officer's good faith belief that the 
standard of conduct has been met and a written undertaking by such 
director or officer to repay such expenses if it is ultimately 
determined that he or she is not entitled to be indemnified.  The Act 
also provides that the indemnification provided thereunder shall not 
be deemed exclusive of any other rights to which those indemnified may 
be entitled under any bylaw, agreement, vote of shareholders or 
disinterested directors or otherwise. 

            The Company's Bylaws provide that the Company shall 
indemnify directors and officers to the fullest extent permitted under 
the Act, thus making mandatory the discretionary indemnification 
authorized by the Act. 

            The Company's Restated Articles of Incorporation provide 
that the Company shall indemnify its officers and directors to the 
fullest extent permitted by law, which may be broader than the 
indemnification authorized by the Act. 

            The Company's shareholders have approved and the Company has 
entered into indemnity agreements with its directors and officers 
which provide for indemnity to the fullest extent permitted by law and 
also alter or clarify the statutory indemnity in the following 
respects:
II-3 
            (1)   prompt advancement of litigation expenses is provided 
if the director or officer makes the required affirmation and 
undertaking; 

            (2)   the director or officer is permitted to enforce the 
indemnity obligation in court and the burden is on the Company to 
prove that the director or officer is not entitled to indemnification; 

            (3)   indemnity is explicitly provided for judgments and 
settlements in derivative actions; 

            (4)   prompt indemnification is provided unless a 
determination is made that the director or officer is not entitled to 
indemnification; and 

            (5)   partial indemnification is permitted if the director or 
officer is not entitled to full indemnification. 

            The Company maintains in effect a policy of insurance 
providing for reimbursement to the Company of payments made to 
directors and officers as indemnity for damages, judgments, 
settlements, costs and expenses incurred by them which the Company may 
be required or permitted to make according to applicable law, common 
or statutory, or under provisions of its Restated Articles of 
Incorporation, Bylaws or agreements effective under such laws. 

Item 7.     Exemption from Registration Claimed. 
            ----------------------------------- 

            Not Applicable. 

Item 8.     Exhibits. 
            -------- 

    4A.     Restated Articles of Incorporation of the Company.  
            Incorporated by reference to Exhibit 3a to the Company's 
            Annual Report on Form 10-K for the year ended December 31, 
            1994, File No. 0-994 (the "1994 Form 10-K"). 

    4B.     Bylaws of the Company.  Incorporated by reference to 
            Exhibit 3b to the 1994 Form 10-K. 

    5A.     Internal Revenue Service determination letter. 

    5B.     Opinion of Counsel about amendments to the Plan. 

    15.     Letter about unaudited interim financial information. 

   23A.     Consent of Independent Accountants.
II-4 
   23B.     Consent of Counsel.  See 5B. 

    24.     Power of Attorney.  See Page II-6. 

Item 9.     Undertakings.
            ------------ 

      (a)   The undersigned registrant hereby undertakes: 

            (1)   To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration statement: 

                  (i)   To include any prospectus required by section 
10(a)(3) of the Securities Act of 1933; 

                 (ii)   To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement (or the 
most recent post-effective amendment thereof) which, individually or 
in the aggregate, represents a fundamental change in the information 
set forth in the registration statement; 

                (iii)   To include any material information with respect 
to the plan of distribution not previously disclosed in the 
registration statement or any material change to such information in 
the registration statement; 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed 
by the registrant pursuant to section 13 or section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in 
the registration statement. 

            (2)   That, for the purpose of determining any liability 
under the Securities Act of 1933, each new post-effective amendment 
shall be deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering 
thereof. 

            (3)   To remove from registration by means of a post- 
effective amendment any of the securities being registered which 
remain unsold at the termination of the offering. 

      (b)   The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 
that is incorporated by reference in the registration statement shall 
be deemed to be a new registration
II-5 
statement relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the initial bona 
fide offering thereof. 

      (c)   Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in the 
opinion of the Securities and Exchange Commission such indemnification 
is against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification against 
such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by 
it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.
II-6 
                                  POWER OF ATTORNEY 

            Each director and/or officer of the registrant whose 
signature appears below hereby appoints Bruce R. DeBolt and C. J. Rue, 
and each of them severally, as his or her attorney-in-fact to sign in 
his or her name and behalf, in any and all capacities stated below, 
and to file with the Securities and Exchange Commission, any and all 
amendments, including post-effective amendments, to this registration 
statement, and the registrant hereby also appoints each such Agent for 
Service as its attorney-in-fact with like authority to sign and file 
any such amendments in its name and behalf. 

                                     SIGNATURES 

            The Registrant.  Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has 
reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this registration statement 
to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Portland, State of Oregon, on October 20, 
1995. 

                                    NORTHWEST NATURAL GAS COMPANY 

                                    By  BRUCE R. DeBOLT 
                                        ------------------------------------ 
                                        Bruce R. DeBolt, Senior Vice 
                                        President and Chief Financial 
                                        Officer 

            Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed below by the following 
persons in the capacities indicated on October 20, 1995. 

Signature                                             Title 
- ---------                                             ----- 

Principal Executive Officer: 

ROBERT L. RIDGLEY                         President and Chief Executive 
- --------------------------                Officer and Director 
Robert L. Ridgley 

Principal Financial Officer: 

BRUCE R. DeBOLT                           Senior Vice President, Finance, 
- --------------------------                and Chief Financial Officer 
Bruce R. DeBolt
II-7 
Principal Accounting Officer: 

D. JAMES WILSON                           Treasurer and Controller  
- ------------------------- 
D. James Wilson 

Directors: 

MARY ARNSTAD                              Director 
- ------------------------- 
Mary Arnstad 

THOMAS E. DEWEY, JR.                      Director 
- ------------------------- 
Thomas E. Dewey, Jr. 

TOD R. HAMACHEK                           Director 
- ------------------------- 
Tod R. Hamachek 

RICHARD B. KELLER                         Director 
- ------------------------- 
Richard B. Keller 

WAYNE D. KUNI                             Director 
- ------------------------- 
Wayne D. Kuni 

DWIGHT A. SANGREY                         Director 
- ------------------------- 
Dwight A. Sangrey 

MELODY C. TEPPOLA                         Director 
- ------------------------- 
Melody C. Teppola 

RUSSELL F. TROMLEY                        Director 
- ------------------------- 
Russell F. Tromley 

BENJAMIN R. WHITELEY                      Director 
- ------------------------- 
Benjamin R. Whiteley 

WILLIAM R. WILEY                          Director   
- ------------------------- 
William R. Wiley 

CARLTON WOODARD                           Director 
- ------------------------- 
Carlton Woodard 

            The Plan.  Pursuant to the requirements of the 
Securities Act of 1933, the Administrative Committee of the Plan 
has duly caused this registration statement to be signed on its
II-8 
behalf by the undersigned, thereunto duly authorized, in the City 
of Portland, State of Oregon, on October 20, 1995. 

                                    NORTHWEST NATURAL GAS COMPANY 
                                    RETIREMENT K SAVINGS PLAN 

                                    By  C. J. RUE 
                                        ------------------------------- 
                                        C. J. Rue
EXHIBIT INDEX 

Exhibit 
Number            Document Description 
- -------           -------------------- 

   4A             Restated Articles of Incorporation         
                  of the Company.  Incorporated by 
                  reference to Exhibit 3a to the  
                  Company's Annual report on Form 10-K 
                  for the year ended December 31, 1994, 
                  File No. 0-994 (the "1994 Form 10-K"). 

   4B             Bylaws of the Company.  Incorporated 
                  by reference to Exhibit 3b to the 1994 
                  Form 10-K.               

   5A             Internal Revenue Service determination letter. 

   5B             Opinion of Counsel about amendments to the Plan. 

   15             Letter about unaudited interim financial information. 

  23A             Consent of Independent Accountants. 

  23B             Consent of Counsel.  See 5B. 

   24             Power of Attorney.  See Page II-6.