BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

In the Matter of the Request of
NORTHWEST NATURAL GAS COMPANY
for an Order Establishing Compliance With RCW 80.08.040 With Respect to the 
Proposed Issuance and Sale of Up to an Additional 200,000 Shares of its Common 
Stock Pursuant to the Employee Stock Purchase Plan
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	)	        DOCKET UG-001244
		         ORDER ESTABLISHING COMPLIANCE WITH 
		        RCW 80.08.040

BACKGROUND 
                  1. On August 17, 2000, Northwest Natural Gas Company 
(Northwest or Company), filed an application with the Commission under the 
provisions of RCW 80.08.040 for an order establishing compliance with the 
requirements of that statute. The filing concerns the Company's proposed 
offering, issuance and sale, of up to an additional 200,000 authorized but 
unissued shares of its Common Stock $3 1/6 par value (Common Stock), through 
Northwest's Employee Stock Purchase Plan.
                  2. RCW 80.08.040 requires the Company to file certain 
information with the Commission and authorizes the Company, at its option, to 
request the Commission to enter an order that the Company has complied with the 
requirements of RCW 80.08.040. The Company has filed the information required 
by RCW 80.08.040 and has requested that the Commission confirm that the Company 
has complied with the requirements of RCW 80.08.040.
                  3. This matter was brought before the Commission at its 
August 30, 2000 regularly scheduled open meeting. The Commissioners, having 
been fully advised in the matter, and having determined the following order to 
be consistent with RCW 80.08.040 directed the Secretary to enter the following 
order and related provisions. 
FINDINGS 
                 THE COMMISSION FINDS: 
                  4. Northwest, an Oregon corporation, is a public service 
company subject to the jurisdiction of this Commission under the provisions of 
chapter 80.08 RCW. 
                  5. As to form, the application and information filed herein 
meet the requirements of chapter 80.08 RCW and the rules and regulations of the 
Commission adopted pursuant thereto.
                  6. The Company's application in this Docket contains: (a) a 
description of the purpose for which the issuance is made and a certification 
by an officer that proceeds from such financing are for one or more of the 
purposes allowed by chapter 80.08 RCW; (b) a description of the proposed 
issuance, including the terms of financing; and (c) a statement as to why the 
proposed transaction is in the public interest.
                  7. An order consistent with the above findings should be 
entered.
ORDER
                 THE COMMISSION ORDERS: 
                  8. Northwest Natural Gas Company has complied with the 
requirements of  RCW 80.08.040. 
                  9. Northwest Natural Gas Company shall file a Reporting of 
Security Transactions required by WAC 480-143-340.
                  10. This order shall in no way affect the authority of this 
Commission over rates, service, accounts, valuations, estimates or 
determination of costs, or any matters whatsoever that may come before it, nor 
shall anything herein be construed as an acquiescence in any estimate or 
determination of costs, or any valuation of property claimed or asserted.
                  DATED at Olympia, Washington, and effective this 30TH day of 
August 2000.
                  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
                                                              CAROLE J. WASHBURN
                                                              Executive 
Secretary