As filed with the Securities and Exchange Commission on September 28, 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
                           1985 Stock Option Plan
                             ------------------

                             Robert L. Ridgley
                   President and Chief Executive Officer
                       Northwest Natural Gas Company
                            220 NW Second Avenue
                             Portland, OR 97209
                               (503) 226-4211

          Bruce R. DeBolt                        Robert G. Schuur
   Senior Vice President, Finance,                 Reid & Priest
    and Chief Financial Officer                 40 West 57th Street
       220 NW Second Avenue                    New York, New York 10019
      Portland, Oregon 97209                        (212) 603-2000
          (503) 226-4211

                  (Names, addresses and telephone numbers,
                including area code, of agents for service)


<PAGE>
                      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         500,000 Shares  $30.9375      $15,468,750    $5,334.05

--------------------------------------------------------------------------------

(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 $30.9375, which was
      the average of the high and low prices of the Common Stock on
      September 25, 1995 as reported in The Wall Street Journal for NASDAQ
      National Market Issues.



                                     2

<PAGE>
                                 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") with the Securities and Exchange
Commission are incorporated herein by reference:

            (a)   The Company's latest annual report filed
      pursuant to Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 or the latest prospectus filed
      pursuant to Rule 424(b) under the Securities Act of 1933
      that contains audited financial statements for the
      Company's latest fiscal year for which such statements
      have been filed.

            (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
      report or prospectus 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 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-1

<PAGE>
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-2
<PAGE>
            (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.

       5.   Opinion of Counsel.

      23.   Consent of Independent Accountants.

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


                                    II-3
<PAGE>
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
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.


                                    II-4
<PAGE>
      (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-5
<PAGE>
                             POWER OF ATTORNEY

            Each director and/or officer of the registrant whose
signature appears below hereby appoints Robert L. Ridgley,
Bruce R. DeBolt and Robert G. Schuur, the Agents for Service
named in this registration statement, 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

            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 May
25, 1995.

                                    NORTHWEST NATURAL GAS COMPANY


                                    By ROBERT L. RIDGLEY
                                       ----------------------------
                                       Robert L. Ridgley, President
                                       and Chief Executive 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 May 25, 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-6
<PAGE>
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


                                    II-7
<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.

  5            Opinion of Counsel.

 23            Consent of Independent Accountants.

 24            Power of Attorney.  See Page II-6.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17983}]
{"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": "033-63017", "film-number": "95576881"}, "business-address": {"street1": "220 NW SECOND AVE", "city": "PORTLAND", "state": "OR", "zip": "97209", "phone": "5032264211"}}
As filed with the Securities and Exchange Commission on September 28, 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
                           1985 Stock Option Plan
                             ------------------

                             Robert L. Ridgley
                   President and Chief Executive Officer
                       Northwest Natural Gas Company
                            220 NW Second Avenue
                             Portland, OR 97209
                               (503) 226-4211

          Bruce R. DeBolt                        Robert G. Schuur
   Senior Vice President, Finance,                 Reid & Priest
    and Chief Financial Officer                 40 West 57th Street
       220 NW Second Avenue                    New York, New York 10019
      Portland, Oregon 97209                        (212) 603-2000
          (503) 226-4211

                  (Names, addresses and telephone numbers,
                including area code, of agents for service)
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         500,000 Shares  $30.9375      $15,468,750    $5,334.05

--------------------------------------------------------------------------------

(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 $30.9375, which was
      the average of the high and low prices of the Common Stock on
      September 25, 1995 as reported in The Wall Street Journal for NASDAQ
      National Market Issues.

                                     2
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") with the Securities and Exchange
Commission are incorporated herein by reference:

            (a)   The Company's latest annual report filed
      pursuant to Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 or the latest prospectus filed
      pursuant to Rule 424(b) under the Securities Act of 1933
      that contains audited financial statements for the
      Company's latest fiscal year for which such statements
      have been filed.

            (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
      report or prospectus 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 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-1
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-2
(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.

       5.   Opinion of Counsel.

      23.   Consent of Independent Accountants.

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

                                    II-3
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
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.

                                    II-4
(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-5
POWER OF ATTORNEY

            Each director and/or officer of the registrant whose
signature appears below hereby appoints Robert L. Ridgley,
Bruce R. DeBolt and Robert G. Schuur, the Agents for Service
named in this registration statement, 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

            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 May
25, 1995.

                                    NORTHWEST NATURAL GAS COMPANY

                                    By ROBERT L. RIDGLEY
                                       ----------------------------
                                       Robert L. Ridgley, President
                                       and Chief Executive 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 May 25, 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-6
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

                                    II-7
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.

  5            Opinion of Counsel.

 23            Consent of Independent Accountants.

 24            Power of Attorney.  See Page II-6.