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Pre-Effective Amendment to Application or Declaration   —   Form U-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-1/A       Pre-Effective Amendment to Application or             32    153K 
                          Declaration                                            
 2: EX-99.1     Opinion of Counsel                                     4     20K 

U-1/A   —   Pre-Effective Amendment to Application or Declaration
Document Table of Contents

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                                                            File No. 070-10309

United States Securities and Exchange Commission
Washington, D.C. 20549
________________________________________
Amendment No. 2 to
Form U-1
 Application/Declaration Under the
Public Utility Holding Company Act of 1935
________________________________________

 Enron Corp.                                   Portland General Electric
Indicated Enron Corp. subsidiaries              Company               
1221 Lamar, Suite 1600                        121 Salmon Street       
Houston, TX 77010-1221                        Portland, Oregon 97204  

 (Names of companies filing this statement
 and addresses of principal executive offices)
________________________________________
 N/A
(Name of top registered holding company)
________________________________________

 Enron Corp.
Attn.: Corporate Secretary
1221 Lamar, Suite 1600
Houston, TX 77010-1221

 (Names and addresses of agents for service)

 The Commission is also requested to send copies
 of any communication in connection with this matter to:

    Robert H. Walls, Jr.                          Markian Melnyk
Executive Vice President and General                  Sonia C. Mendonca   
               Counsel                         LeBoeuf, Lamb, Greene & MacRae,
 David Koogler                                    L.L.P.
Vice President and Assistant General Counsel      1875 Connecticut Avenue NW    
        Enron Corp.                           Washington, DC 20009
     1221 Lamar, Suite 1600                    Telephone: (202) 986-8000
     Houston, TX 77010-1221                    Facsimile: (202) 986-8102
Telephone: (713) 853-6161                                       
Facsimile: (713) 646-6227                                       

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 TABLE OF CONTENTS

Item 1.   Description of the Proposed Transactions............................2 
         A.   Introduction and General Request...............................2
         B.   Enron and its Subsidiaries.....................................2
              1.  Enron......................................................2
              2.  Portland General Electric Company..........................5
                  a.  Introduction...........................................5
                  b.  Portland General is Extensively Insulated from Enron...6
                  c.  Sale or Distribution of Portland General Common Stock..7
              3.  Prisma.....................................................8
         C.   Transactions For Which Relief Is Requested.....................9
              1.  Financing Transactions.....................................9
                  a.  Letters of Credit......................................9
                  b.  Enron Cash Management..................................9
                  c.  Portland General Cash Management Agreements...........10
                d.  Global Trading Contract and Asset Settlement and Sales
                  Agreements................................................10
                  e.  Portland General Financing............................11
                  f.  Foreign Assets........................................14
                  g.  Legal Analysis........................................16
              2.  The Sale of Non-Utility Companies.........................17
              3.  Dividends Out of Capital or Unearned Surplus..............18
        4.  Simplifying Complex Corporate Structure and Dissolving
                  Existing Subsidiaries.....................................20
              5.  Affiliate Transactions....................................21
              6.  Tax Allocation Agreements.................................25
         D.   Reporting.....................................................27
Item 2.   Fees, Commissions and Expenses.....................................28 
Item 3.   Applicable statutory provisions and legal analysis.................28 
Item 4.   Regulatory approvals...............................................28 
Item 5.   Procedure..........................................................28 
Item 6.   Exhibits and Financial Statements..................................28 
Item 7.   Information as to Environmental Effects............................29 

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 AMENDMENT NO. 2 TO FORM U-1
 APPLICATION/DECLARATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

    On April 6, 2005, Enron Corp. filed this Application-Declaration
("Application") in SEC File No. 070-10309. Amendment No. 1 was filed on July 6, 
2005. This Amendment No. 2 restates the Application in its entirety, except for 
exhibits previously filed.                                                      

Item 1.   Description of the Proposed Transactions                              

A.   Introduction and General Request                       

      Enron Corp., an Oregon corporation ("Enron"), and a public utility
holding company, on its behalf and on behalf of its subsidiaries listed in      
Exhibit D (collectively "Applicants"), requests an order of the Securities and  
Exchange Commission ("Commission") under the Public Utility Holding Company Act 
of 1935 ("Act") authorizing certain financing, non-utility corporate            
reorganizations, dividends, affiliate sales of goods and services and other     
transactions described below, until July 31, 2008 to allow Enron and its        
subsidiaries to continue to operate their businesses. The authorizations        
requested herein would extend certain financing and other authorizations granted
by the Commission in the Omnibus and Supplemental Orders as set forth more fully
herein./1 The Applicants' existing authorizations terminate on July 31, 2005.   
Therefore, Applicants respectfully request that the Commission approve the      
instant Application before July 31, 2005. Applicants request that the Commission
reserve jurisdiction over the transactions proposed in this Application for     
periods subsequent to July 31, 2006, until the record is supplemented with      
regard to such transactions. As used in this Application, the term              
"Authorization Period" refers to the period from the issuance of the            
Commission's order granting the Application through July 31, 2006.              

B.   Enron and its Subsidiaries                             

1.   Enron                                        

       Enron is a public utility holding company within the meaning of the
Act by reason of its ownership of all of the outstanding voting securities of   
Portland General Electric Company ("Portland General"), an Oregon electric      
public utility company.                                                         

          Commencing on December 2, 2001, and periodically thereafter, Enron and
certain of its subsidiaries each filed a voluntary petition for relief under    
chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the 
United States Bankruptcy Court for the Southern District of New York            
("Bankruptcy Court"). One hundred eighty (180) Enron-related entities filed     
voluntary petitions. Enron and its subsidiaries that filed voluntary petitions  
are referred to as the "Reorganized Debtors."/2 Portland General, Enron's sole  
public utility subsidiary                                                       

_____________________                                                           
/1 Enron Corp., et al., Holding Co. Act Release No. 27809 (March 9, 2004)       
("Omnibus Order"), Enron Corp., et al., Holding Co. Act Release No. 27882       
(August 6, 2004) ("Supplemental Order ").                                       
/2 As defined under the Plan, the Reorganized Debtors mean the debtors, other   
than the Portland Debtors, from and after the Effective Date of the Plan.       
Portland Debtors means Portland General Holdings, Inc. and Portland Transition  
Company, Inc. As used herein, however, when relief is requested for the         
Reorganized Debtors, the Portland Debtors shall be deemed included in such      
request.                                                                        

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company, did not file a voluntary petition under the Bankruptcy Code and is not 
in bankruptcy. Likewise, many other Enron-affiliated companies that are         
operating companies have not filed bankruptcy petitions and continue to operate 
their businesses.                                                               

          On March 9, 2004, Enron registered as a holding company under the Act.
On that date the Securities and Exchange Commission ("Commission") issued two   
orders. The Omnibus Order authorized Enron and certain subsidiaries to engage in
financing transactions, non-utility corporate reorganizations, the declaration  
and payment of dividends, affiliate sales of goods and services, and other      
transactions needed to allow the applicants to continue their businesses through
the time leading up to the expected sale of Portland General at which point     
Enron would deregister under the Act. The second order, referred to as the "Plan
Order", authorized the Fifth Amended Joint Plan of Affiliated Debtors Pursuant  
to Chapter 11 of the Bankruptcy Code, dated January 9, 2004 ("Fifth Amended     
Plan") under Section 11(f) of the Act. The Plan Order also constituted a report 
on the Fifth Amended Plan under Section 11(g) of the Act and authorized the     
debtors to continue the solicitation of votes of the debtors' creditors/3 for   
acceptances or rejections of the Fifth Amended Plan./4                          

     By order, dated July 15, 2004, the Bankruptcy Court confirmed the
Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors Pursuant to
Chapter 11 of the United States Bankruptcy Code, dated July 2, 2004 (the        
"Plan")./5 The Effective Date of the Plan occurred on November 17, 2004. With   
limited exceptions the Debtors became Reorganized Debtors./6                    

          As explained in the Plan Order, the Plan does not provide for Enron to
survive in the long term as an ongoing entity with any material operating       
businesses. Enron's role as a Reorganized Debtor is to hold and sell assets and 
to manage the litigation of the estates pending the final conclusion of the     
Chapter 11 Cases./7                                                             

        On November 17, 2004, the debtors entered into a Common Equity Trust
Agreement and a Preferred Equity Trust Agreement with Stephen Forbes Cooper LLC,
a New Jersey limited liability company ("SFC")./8 Under the Common Equity Trust 
Agreement and the Preferred Equity Trust Agreement, SFC acts as a trustee of two
trusts formed to hold Enron's Common Stock (the "Common Equity Trust") and four 
classes of preferred stock (the "Preferred Equity Trust"), respectively, which  
were issued pursuant to the Plan on its Effective Date. The beneficiaries of    
these two trusts are the former holders of Enron's Common Stock and four        

______________________                                                          
/3 Creditors are defined as any person or entity holding a claim against the    
debtors' estates or, pursuant to section 102(2) of the Bankruptcy Code, against 
property of the debtors that arose or is deemed to have arisen on or prior to   
the Petition Date, including, without limitation, a claim against any of the    
debtors or debtors in possession of a kind specified in section 502(g), 502(h)or
502(i) of the Bankruptcy Code.                                                  
/4 Enron Corp., Holding Co. Act Release No. 27810 (March 9, 2004) ("Plan        
Order").                                                                        
/5 The Plan and the Fifth Amended Plan do not differ in any material economic   
manner. Modifications to the Plan are available at www.elaw4enron.com.          
/6 See note 2 supra.                                                            
/7 The cases commenced under chapter 11 of the Bankruptcy Code styled In re     
Enron Corp., et al., Chapter 11 Case No. 01-16034 (AJG), Jointly Administered,  
currently pending before the Bankruptcy Court.                                  
/8 SFC has provided management services to the debtors during the course of     
their bankruptcy. Also, prior to the Effective Date, Stephen Cooper, a member of
SFC, has acted as Interim President, Interim Chief Executive Officer and Chief  
Restructuring Officer of Enron.                                                 

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classes of preferred stock that were cancelled on the Effective Date pursuant to
the Plan. The interests in such trusts are uncertificated, non-voting and       
non-transferable, except that such interests may be transferred by the laws of  
descent and distribution. In the highly unlikely event that the value of Enron's
assets exceed the amount of its allowed claims under the Plan, Enron will make  
distributions pursuant to the Plan to the Common Equity Trust and the Preferred 
Equity Trust based upon the relative rights and preferences of the stock of     
Enron that such trusts hold, and such trusts will make distributions to the     
holders of their trust interests. Distributions from the Preferred Equity Trust 
will be made based upon the relative rights and preferences allocated among its 
trusts interests. The Common Equity Trust Agreement and the Preferred Equity    
Trust Agreement do not provide for compensation of SFC as trustee, which        
compensation is, instead, provided for in the Plan Administration Agreement     
(defined below).                                                                

          Pursuant to the Plan, on November 17, 2004, all of Enron's outstanding
stock, including, without limitation, its Common Stock and its Cumulative Second
Preferred Convertible Stock, was cancelled with new shares being issued to the  
Common Equity Trust and the Preferred Equity Trust. Enron continues to believe  
that its common and preferred stock cancelled upon the effectiveness of the Plan
had no value and that stock issued to the trusts also has no value. However, the
Plan provides Enron's former stockholders with a contingent right to receive    
recovery through their interests in the Common Equity Trust or the Preferred    
Equity Trust, as the case may be, in the very unlikely event that the aggregate 
value of the Company's assets exceeds the total amount of allowed claims under  
the Chapter 11 Plan.                                                            

On November 17, 2004 the Reorganized Debtors entered into a 
Reorganized Debtor Plan Administration Agreement (the "Plan Administration      
Agreement") with SFC. Pursuant to the Plan Order and the Plan Administration    
Agreement, SFC was appointed as the Reorganized Debtor Plan Administrator. SFC's
duties generally include administering the Reorganized Debtors' estates in      
accordance with the Plan subject to the review and oversight of Enron's Board of
Directors, while having authority to (i) compromise and settle claims and causes
of action, and (ii) enter into agreements for the disposition of assets, in each
case, falling below certain threshold requirements, without obtaining further   
specific Board approval. To perform its duties under the Plan Administration    
Agreement, SFC may utilize a number of Associate Directors of Restructuring     
selected and approved pursuant to a process set forth therein.                  

       In addition to acting as the trustee of Enron's Common Equity Trust
and Preferred Equity Trust and acting as the Plan Administrator, SFC also serves
as Disbursing Agent. As the Disbursing Agent, SFC is directed under the Plan to 
reserve and hold in escrow for the benefit of each holder of a disputed claim,  
cash, Plan Securities (such as the common stock of Portland General) and other  
interests in estate assets in an amount determined by the Plan. These escrows   
are known as the Disputed Claims Reserves./9 The DCR Overseers (five persons,   
four of whom were selected in consultation with the Creditors' Committee and one
that was selected in consultation with the ENA Examiner), determine how to vote,
or whether to sell, the Plan                                                    

__________________________                                                      
/9 The Disputed Claims Reserves, as more fully defined in the Plan, are         
trusts/escrows held by the Disbursing Agent for the benefit of each holder of a 
disputed claim and an allowed claim, consisting of cash, Plan securities,       
operating trust interests, other trust interests and any dividends, gains or    
income attributable thereto. The Disbursing Agent, also defined in the Plan, is 
the agent appointed by the Bankruptcy Court to effectuate distributions pursuant
to the Plan.                                                                    

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Securities held by the Disputed Claims Reserves. The Enron Board and the DCR    
Overseers currently have the same composition.                                  

         On November 17, 2004, Enron and certain of its affiliates consummated
the sale of 100% of the equity interests of CrossCountry Energy, LLC            
("CrossCountry") to CCE Holdings, LLC, a joint venture of Southern Union Company
and GE Commercial Finance Energy Financial Services, an affiliate of the General
Electric Corporation. CrossCountry was formed in June 2003 to hold interests in 
and operate Enron's interstate natural gas pipeline assets, including Enron's   
interest in Transwestern Pipeline Company, Citrus Corp. and Northern Plains     
Natural Gas Company. CCE Holdings, LLC paid Enron and its affiliates a net cash 
purchase price of approximately $2.1 billion.                                   

2.   Portland General Electric Company            

a.   Introduction                       

   Portland General, incorporated in 1930, is a single, integrated
electric utility engaged in the generation, purchase, transmission,             
distribution, and retail sale of electricity in the State of Oregon. Portland   
General also sells wholesale electric energy to utilities, brokers, and power   
marketers located throughout the western United States. Portland General's      
service area is located entirely within Oregon and covers approximately 4,000   
square miles. It includes 52 incorporated cities, of which Portland and Salem   
are the largest. Portland General estimates that at the end of 2004 its service 
area population was approximately 1.5 million, comprising about 43% of the      
state's population. As of December 31, 2004, Portland General served            
approximately 767,000 retail customers. For the 12 months ended December 31,    
2004, Portland General and its subsidiaries had operating revenues of $1,454    
million and net income of $92 million on a consolidated basis. As of December   
31, 2004, Portland General and its subsidiaries had retained earnings of $637   
million and assets of $3,403 million on a consolidated basis.                   

Portland General has approximately 26,085 miles of electric 
transmission and distribution lines and owns 1,975 MW of generating capacity.   
Portland General has long-term power contracts with four hydroelectric projects 
on the mid-Columbia River, which provide approximately 510 MW of firm capacity  
as well as long-term power contracts with other counterparties, including       
Bonneville Power Administration and other Pacific Northwest utilities. Portland 
General's peak load in 2004 was 3,942 MW, of which approximately 48% was met    
through short-term purchases. At December 31, 2004, Portland General's total    
firm resource capacity, including short-term purchase agreements, was           
approximately 3,941 MW (net of short-term sales agreements of 1,106 MW).        

       On July 2, 1997, Portland General Corporation, the former parent of
Portland General, merged with Enron, with Enron continuing in existence as the  
surviving corporation, and Portland General operating as a wholly owned         
subsidiary of Enron. As of December 31, 2004, Portland General had 2,644        
employees. Portland General files annual, quarterly and periodic reports with   
the Commission under the Securities Exchange Act of 1934. Portland General is   
regulated by the Oregon Public Utility Commission ("OPUC") with regard to its   
rates, terms of service, financings, affiliate transactions and other aspects of
its business. The company is also                                               

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regulated by the Federal Energy Regulatory Commission ("FERC") with respect to  
its activities in the interstate wholesale power markets.                       

                 b.   Portland General is Extensively Insulated from Enron

    Portland General maintains a separate business from Enron in all
material respects by, inter alia, maintaining books and records separate from   
Enron; maintaining its bank accounts separate from Enron; not commingling its   
assets with those of Enron; managing cash separately; holding all of its assets 
in its own name; conducting its own business in its own name; preparing and     
maintaining separate financial statements; showing its assets and liabilities   
separate and apart from those of Enron; paying its own liabilities and expenses 
only out of its own funds; observing all corporate and other organizational     
formalities; maintaining an arm's length relationship with Enron and entering   
into transactions with Enron only as permitted by state and federal authorities;
paying the salaries of its own employees from its own funds; not guaranteeing or
becoming obligated for the debts of Enron; not holding out its credit as        
available to satisfy the obligations of Enron; using separate stationery,       
invoices and checks bearing its own name; not pledging its assets for the       
benefit of Enron; maintaining its own pension plan; holding itself out solely as
a separate entity; correcting any known misunderstanding regarding its separate 
identity; not identifying itself as a division of Enron; and maintaining        
adequate capital in light of its contemplated business operations.              
Notwithstanding the foregoing, as described in Portland General's Annual Report 
on Form 10-K, Portland General may have some liabilities as a consequence of    
being a member of the Enron group.                                              

   In an effort to preserve Portland General's credit rating,/10 a
bankruptcy remote structure for Portland General was created that requires the  
affirmative vote of an independent shareholder who holds a share of limited     
voting junior preferred stock of Portland General before Portland General can be
placed into bankruptcy unilaterally by Enron, except in certain carefully       
prescribed circumstances in which the reason for the bankruptcy is to implement 
a transaction pursuant to which all of Portland General's debt will be paid or  
assumed without impairment.                                                     

    In addition, a number of restrictions were put in place with the
approval of the OPUC at the time of Enron's merger with Portland General        
Corporation. Among other things, Portland General may not make any equity       
distribution to Enron that would cause Portland General's equity capital to fall
below forty-eight percent (48%) of Portland General's total capital without OPUC
approval./11 This obligation is set forth as condition 6 of the stipulation     
attached as Appendix A and made part of OPUC Order No. 97-196 (the "Enron Merger
Order") issued in docket UM 814, the Matter of the Application of Enron Corp.   
for an Order Authorizing the Exercise of Influence over Portland General        
Electric Company.                                                               

_____________________________                                                   
/10 Portland General's ratings are discussed in Item 1.C.1.e below.             
/11 To help the OPUC monitor Portland General's capital structure, condition 9  
to the Enron Merger Order requires Enron to disclose to the OPUC on a timely    
basis (as defined in the condition) its intent to transfer more than five       
percent of Portland General's retained earnings over a six-month period (60 days
before beginning the transfer), its intent to declare a special cash dividend   
from Portland General (30 days before the declaration), and its most recent     
quarterly common stock cash dividend payment (30 days after the declaration).   
Although Portland General has not paid cash dividends to Enron since the second 
quarter of 2001, Portland General may declare and pay a dividend to Enron before
the end of 2005.                                                                

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      In addition, Portland General may issue stocks, bonds, notes, or
other evidences of indebtedness only with the prior approval of the OPUC and can
use the proceeds only for the purpose specified in the OPUC order authorizing   
the issue. Issuance of short-term indebtedness (less than one year) does not    
require OPUC approval. However, OPUC approval is required for Portland General  
to enter into an agreement under which securities are issued for less than one  
year if the agreement itself has a maturity of more than one year. Under ORS    
757.480, Portland General must obtain prior OPUC approval to sell, lease,       
assign, or otherwise dispose of property worth over $100,000 that is "necessary 
or useful in the performance of its duties;" mortgage or otherwise encumber any 
necessary or useful property; or "merge or consolidate any of its lines, plants,
system or other property." Prior OPUC approval is also necessary to dispose of  
or encumber "any franchise, permit or right to maintain and operate (...) or    
perform any service as" a public utility. ORS 757.480(1). Absent that required  
approval, the transaction is void. ORS 757.480(3).                              

                  c.   Sale or Distribution of Portland General Common Stock

        Enron entered into an agreement to sell the common stock of Portland
General to Oregon Electric Utility Company, LLC ("Oregon Electric"), an entity  
financially backed by investment funds managed by the Texas Pacific Group, a    
private equity investment firm./12 The transaction was valued at approximately  
$2.35 billion, including the assumption of debt. On March 10, 2005, the OPUC    
denied Oregon Electric's application for authorization to acquire the common    
stock of Portland General. On April 6, 2005, Oregon Electric and Enron          
terminated the stock purchase agreement. Accordingly, the sale of Portland      
General to Oregon Electric will not proceed. Enron plans to amend its           
application in SEC File No. 70-10239 to seek authorization to issue Portland    
General common stock as provided under the Plan.                                

        Pursuant to the Plan, Enron may continue to attempt to sell Portland
General. Alternatively, Enron may cause Portland General to issue new Portland  
General shares to creditors pursuant to the Plan. The issuance will not take    
place until a sufficient amount of Enron's General Unsecured Claims have been   
resolved such that at least 30% of the Portland General common stock may be     
issued, and any requisite consents have been obtained.                          

         Portland General currently has 42,758,877 shares of common stock, par
value of $3.75 per share, all of which are held by Enron. Upon satisfaction of  
certain conditions contained in the Plan, the existing Portland General common  
stock held by Enron will be cancelled and new Portland General common stock will
be issued. The shares of Portland General to be issued will have no par value,  
of which 80,000,000 shares shall be authorized and of which 62,500,000 shares   
shall be issued under the Plan. The preferred stock of Portland General will    
remain outstanding. At the time of the initial issuance, at least 30% of the new
Portland General common stock will be issued to the holders of certain allowed  
claims, and the shares of Portland General common stock that are not initially  
issued will be transferred to the Disbursing Agent. Under the Plan, the         
Disbursing Agent is deemed to hold all property to be distributed under the Plan
in trust for the persons entitled to receive the same. The Disbursing Agent will
not hold an economic interest in the property and distributions made by the     
Disbursing Agent shall be made at the direction of the Plan Administrator.      

__________________                                                              
/12 Enron Corp. Press Release dated November 18, 2003.                          

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       The Plan Administrator will facilitate the resolution of claims and
litigation, calculate and assist the Disbursing Agent in implementing all       
distributions in accordance with the Plan, and conduct administrative matters   
such as causing the filing of tax returns. As previously noted, the Plan        
Administrator's actions are subject to the review of the Enron Board and, in    
some cases, Board approval is required for transactions exceeding certain dollar
thresholds./13                                                                  

      Although the Disbursing Agent is the record holder of the Portland
General common stock held in the Disputed Claims Reserves, the voting of such   
shares is reserved to the DCR Overseers. The Plan Administrator, with the       
responsibility for managing and administering the affairs of the Reorganized    
Debtors, will provide the DCR Overseers with advice and recommendations         
regarding the exercise of the DCR Overseers' shareholder rights.                

3.   Prisma                                       

    Prisma Energy International Inc. ("Prisma") is a foreign utility
company ("FUCO")./14 Prisma is a Cayman Islands limited liability company that  
was organized on June 24, 2003 for the purpose of acquiring the Prisma assets   
consisting principally of non-U.S. electric and gas utility businesses and      
related intercompany loans and contractual rights. Enron and its affiliates have
contributed the Prisma assets to Prisma in exchange for shares of Prisma Common 
Stock commensurate with the value of the Prisma assets contributed./15          

        Prisma is engaged in the generation and distribution of electricity,
the transportation and distribution of natural gas and liquefied petroleum gas, 
and the processing of natural gas liquids. Prisma owns interests in businesses  
that:                                                                           

 o    Include over 9,600 miles of natural gas transmission and
distribution pipelines;                           

o    Include over 56,000 miles of electric transmission and 
distribution lines;                               

o    Include over 2,100 MW of electric generating capacity; 

o    Serve 6.5 million LPG, gas, and electricity customers; 

o    Are located in 14 countries; and                       

o    Employ over 7,900 people.                              

_________________________                                                       
/13 The Reorganized Debtor Plan Administration Agreement provides that the      
"Plan Administrator shall report to, and follow, as if it were an officer of    
each of the Reorganized Debtors, the direction, guidance and oversight of the   
Board of Directors of Reorganized [Enron]."                                     
/14 See Notification of Foreign Utility Company Status filed on March 9, 2004   
in SEC File No. 073-00063.                                                      
/15 Prisma and Enron and its affiliates have entered into certain ancillary     
agreements, which include a Transition Services Agreement, a tax matters        
agreement ("Prisma Tax Matters Agreement") and a license agreement ("Prisma     
Cross License Agreement"). The employees of Enron and its affiliates who have   
been supervising and managing the Prisma Assets since December 2001, became     
employees of a subsidiary of Prisma effective on or about July 31, 2003. In     
connection therewith, as approved by the Bankruptcy Court, Enron and its        
affiliates entered into four separate Transition Services Agreements pursuant to
which such employees will continue to supervise and manage the Prisma Assets and
other international assets and interests owned or operated by Enron and its     
affiliates. The ancillary agreements, together with the Prisma Contribution and 
Separation Agreement, govern the relationship between Prisma and Enron and its  
affiliates subsequent to the contribution of the Prisma Assets, provide for the 
performance of certain interim services, and define other rights and obligations
until the distribution of shares of capital stock of Prisma pursuant to the Plan
or the sale of the stock to a third party.                                      

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C.   Transactions For Which Relief Is Requested             

1.   Financing Transactions                       

          Applicants describe below proposed financing transactions that require
Commission authorization under the Act. The Applicants hereby request           
authorization for these types of transactions during the Authorization Period.  
In particular, Applicants request, as described herein, authorization for       
intrasystem extensions of credit, cash management arrangements among Enron group
companies other than Portland General, and for the issuance of debt by Portland 
General. For the most part, the authorizations requested herein merely extend,  
during the Authorization Period, the authorizations granted by the Commission in
the Omnibus and Supplemental Orders. In addition, the Applicants seek           
authorization to report any debt issued under Rule 52 on the Rule 24 report for 
the corresponding quarter in lieu of filing a form U-6B-2.                      

a.   Letters of Credit                  

        Under the Omnibus Order, as amended by the Supplemental Order, Enron
extended or replaced the letters of credit that were outstanding under its      
Second Amended DIP Credit Agreement with a new agreement with Wachovia Bank     
National Association. Under this agreement, Enron and certain other Reorganized 
Debtors were authorized to issue letters of credit on a secured basis, in an    
amount not to exceed $25 million, in order to replace the existing letters of   
credit outstanding under the Second Amended DIP Credit Agreement. Applicants,   
other than Portland General, seek authorization to replace or extend such       
letters of credit and to enter into one or more new letter of credit agreements 
for the issuance of letters of credit in an aggregate amount of up to $25       
million, as necessary, during the Authorization Period.                         

      The replacement letters of credit would be cash collateralized and
would not be guaranteed by any subsidiaries of Enron, including Portland        
General. To the extent that a letter of credit is issued on behalf of an Enron  
subsidiary, such subsidiary would post the cash collateral. The reimbursement   
obligations in connection with the letters of credit would not be secured by a  
pledge of Portland General stock under the facilities authorized herein. In     
addition, no letters of credit would be issued on behalf of Portland General.   
The authorization requested herein is substantially the same authorization      
granted by the Commission in the Supplemental Order.                            

b.   Enron Cash Management              

         Following the Effective Date and consistent with the Plan, Applicants
have managed cash on a centralized basis to facilitate implementation of the    
Plan. In the normal course of operations and as approved by the Amended Cash    
Management Order issued by the Bankruptcy Court,/16 Enron and its subsidiaries  
have an active cash management system and overhead cost allocations that result 
in significant intercompany transactions recorded as intercompany payables,     
receivables and debt. With respect to activity in which one party is a          
Reorganized                                                                     

________________                                                                
/16 The Amended order Authorizing Continued Use of Existing Bank Accounts, Cash 
Management System, Checks and Business Forms, and Granting Inter-Company        
Superprioity Claims, Pursuant to 11 U.S.C. ss.ss. 361, 363(e), 362 and 507(b),  
as Adequate Protection (Docket #1666).                                          

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Debtor, an interest rate equal to one month LIBOR plus 250 basis points is      
charged on outstanding balances. With respect to activity between non-debtors,  
no interest is charged.                                                         

     Applicants seek Commission authorization for associate companies,
other than Portland General, to continue to borrow and lend funds during the    
Authorization Period under these terms. Portland General is not a lender to     
Enron or any other Enron group company and will not make loans under the        
authorization requested herein.                                                 

          As the Commission found in the Omnibus Order, such loans are necessary
and appropriate in the public interest and the interest of investors and        
consumers to further the efficient administration of the Plan. Such loans do not
raise the concerns of "milking" associate companies of necessary capital that   
Section 12(a) of the Act was intended to prevent. There is every expectation    
that these loans will be repaid in full./17 Except as noted below, Portland     
General does not seek authorization herein to lend to Enron or any other Enron  
group company. The authorization requested herein merely extends during the     
Authorization Period the authorization granted by the Commission in the Omnibus 
Order.                                                                          

        c.   Portland General Cash Management Agreements

      Portland General has entered into agreements with its wholly-owned
subsidiaries for cash management. The cash management agreements, like typical  
money pools, permit the efficient use of cash resources. Under the agreements,  
Portland General periodically transfers from the bank accounts of each          
subsidiary any cash held in the subsidiary's bank account. If the subsidiary has
cash needs in excess of any amount remaining in the account, upon request,      
Portland General transfers the required amount into the subsidiary's bank       
account. Portland General does not pay interest on the amounts transferred from 
a subsidiary's account unless the closing balance of the amount transferred at  
the end of any month exceeds $500,000. Any interest paid is at an annual rate of
three percent (3%) and is retained by Portland General until returned to the    
subsidiary to meet its cash needs. All administrative expenses are borne by     
Portland General. Portland General seeks authorization to continue to perform   
under such cash management agreements. This proposal restates the relief granted
by the Commission in the Omnibus Order.                                         

                   d.   Global Trading Contract and Asset Settlement and Sales
Agreements                    

       Certain settlement agreements and asset sales entered into by Enron
and its subsidiaries may involve extensions of credit among associate companies 
subject to Section 12(b) of the Act and Rule 45(a). Enron's subsidiaries were   
extensively engaged in retail and/or wholesale trading in various commodities   
including, but not limited to, energy, natural gas, paper pulp, oil and         
currencies. Subsequent to the bankruptcy filings, these companies now are       
engaged in settling these contracts with unaffiliated counterparties. The       
settlement agreements often take the form of global contract or asset           
settlements whereby several Enron subsidiaries seek to settle numerous retail or
wholesale trading and related contracts or claims to assets with a group of     

_____________________                                                           
/17 The cash management arrangements for which Enron seeks authorization herein 
permit the efficient use of the cash resources of the Enron group, without any  
adverse effect on Portland General. The Commission has authorized other cash    
management arrangements that permit the efficient use of cash resources, such as
money pools, as a matter of course. See, e.g., NiSource Inc. et al., Holding Co.
Act Release No. 27789 (Dec. 30, 2003).                                          

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related counterparties. Settlements of energy trading contracts entered into by 
Portland General are not addressed in this section. In addition, asset or stock 
sale agreements may be entered into between Enron and/or its subsidiaries and   
unaffiliated counterparties. The settlements and sales may involve extensions of
credit among associate companies, guaranties and indemnifications. Some of the  
claims resolved in these settlements are in-the-money to the settling Enron     
companies (i.e., money is owed to the settling Enron companies). Other claims   
(which will be resolved through the claims process and result in distributions  
after the approval of the Plan) are out-of-the money (i.e., money is owed by the
settling Enron companies to the settling counterparty companies). Under a       
settlement agreement, or asset or stock sale agreement, the value associated    
with a group of contracts or claims may be netted into a single aggregate       
payment to be paid to or by the appropriate Reorganized Debtor(s) to resolve all
claims between the settling Enron companies and the settling counterparty       
companies. Although undefined at the time of the settlement, each settling      
company presumably has some right to a portion of the settlement proceeds or a  
liability for a portion of the settlement payment, so, arguably, collecting or  
paying the funds centrally would create a form of an intercompany extension of  
credit. Applicants seek to continue to execute settlement agreements and asset  
or stock sale agreements in this fashion, as it is the most efficient manner of 
resolving numerous complex claims and converting them to cash. It would be much 
less efficient for the creditors to first litigate the allocation of claims     
among the numerous Enron subsidiaries and then to negotiate individually with   
counterparties to settle these claims individually. Any settlement or sale      
proceeds or costs aggregated as a result of a settlement will be allocated among
the Enron companies pursuant to the Plan. This proposal restates the relief     
granted by the Commission in the Omnibus Order.                                 

e.   Portland General Financing         

    Portland General is subject to the jurisdiction of the OPUC with
respect to the issuances and sales of securities with maturities of one year or 
longer. OPUC approval also is required for Portland General to enter into an    
agreement under which securities are issued for less than one year if the       
agreement itself has a maturity of more than one year. The issuance of          
securities by Portland General to finance the utility's business with a maturity
of one year or longer would be conducted pursuant to the authorization of the   
OPUC and in reliance on the exemption provided by Rule 52(a) under the Act.     
Portland General seeks authorization herein to issue unsecured debt with a      
maturity of less than one year ("Short-term Debt"). Such securities are not     
required to be authorized by the OPUC and the exemption provided by Rule 52(a), 
therefore, would not be applicable.                                             

       Portland General requests authorization to issue Short-term Debt in
the form of bank or other institutional borrowings, bid notes, commercial paper 
or as otherwise necessary to fund short-term capital requirements. All issuances
of Short-term Debt during the Authorization Period would not exceed $600 million
in aggregate principal amount outstanding at any one time.                      

           Portland General's issuances of Short-term Debt would be generally in
the form of, but not limited to, borrowings from banks and other institutions,  
commercial paper and bid notes or as otherwise may be necessary to replace,     
extend, rearrange, modify or supplement the facilities described above. Portland
General may sell commercial paper, from time to time, in established U.S.,      
Canadian or European commercial paper markets. Such commercial paper would be   
sold                                                                            

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through agents at the discount rate or the coupon rate per annum prevailing at  
the date of issuance for commercial paper of comparable quality and maturities  
sold to commercial paper dealers generally. It is expected that the agents      
placing the commercial paper for Portland General will offer such paper at a    
discount to corporate, institutional and, with respect to European commercial   
paper, individual investors. Institutional investors are expected to include    
commercial banks, insurance companies, pension funds, investment trusts,        
foundations, colleges and universities and finance companies.                   

         Portland General also may establish bank lines of credit, directly or
indirectly through one or more financing subsidiaries. Loans under these lines  
will have maturities of less than one year from the date of each borrowing.     
Alternatively, if the notional maturity of short-term debt is greater than 364  
days, the debt security will include put options at appropriate points in time  
to cause the security to be accounted for as a current liability under U.S.     
generally accepted accounting principles. Portland General also proposes to     
engage in other types of short-term financing generally available to borrowers  
with comparable credit ratings and credit profile, as it may deem appropriate in
light of its needs and market conditions at the time of issuance, provided that 
any such issuance of short-term debt complies with the financing parameters     
included herein. This proposal substantially restates the relief granted by the 
Commission in the Omnibus Order.                                                

        Portland General had two revolving credit facilities with a group of
commercial banks totaling $150 million, consisting of a $50 million 364-day     
facility which expired on May 23, 2005 and a $100 million three-year facility.  
Portland General entered into a new unsecured five-year $400 million revolving  
credit agreement to replace the 364-day facility and the three-year facility.   
The facility allows Portland General to issue letters of credit, in addition to 
borrowings, totaling up to the full amount of the facility, and contains a "term
out" option that allows Portland General to extend the final maturity of the    
facility prior to its initial and each subsequent expiration date for up to an  
additional year. The new credit facility was approved by the OPUC. Portland     
General requests authorization to borrow or issue letters of credit in the      
aggregate amount up to $400 million under the new facility. Such borrowings or  
issuances of letters of credit would count against the $600 million limit on    
Short-term Debt issued by Portland General stated above.                        

    As of December 31, 2004, Portland General had 58.2% common stock
equity as a percentage of total capitalization./18 Portland General's secured   
and unsecured debt ratings are presently investment grade from Moody's Investors
Service ("Moody's"), Standard and Poor's ("S&P") and Fitch Ratings ("Fitch").   
Portland General's credit ratings as of March 31, 2005 are as follows:          

      ----------------------- -------------- -------------- ------------
                       Moody's        S&P            Fitch
      ----------------------- -------------- -------------- ------------
First Mortgage Bonds    Baa2           BBB+           A-    
      ----------------------- -------------- -------------- ------------
Senior Unsecured Debt   Baa3           BBB            BBB+  
      ----------------------- -------------- -------------- ------------
Preferred Stock         Ba2            BBB-           -     
      ----------------------- -------------- -------------- ------------
Commercial Paper        Prime-3        A-2            F-2   
      ----------------------- -------------- -------------- ------------

______________________                                                          
/18 For purposes of this measure, capitalization is defined as the sum of       
common stock equity, preferred stock, and long and short-term debt.             

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      ----------------------- -------------- -------------- ------------
Outlook                 Developing     Developing     Stable
      ----------------------- -------------- -------------- ------------

         Portland General proposes to use funds raised under the authorization
requested herein for general corporate purposes, including (i) financing, in    
part, investments by and capital expenditures of Portland General, (ii)         
financing the working capital requirements of Portland General, (iii) funding   
future investments in subsidiary companies, and (iv) repaying, redeeming,       
refunding or purchasing any securities issued by Portland General. Portland     
General also may issue letters of credit to provide credit support for trading  
contracts and other uses, but would not use any financing authorized herein for 
businesses other than those conducted by Portland General and its subsidiaries. 
Portland General is restricted, without prior OPUC approval, from making        
dividend distributions to Enron that would reduce Portland General's common     
equity capital below 48% of total capitalization (excluding short-term          
borrowings).                                                                    

Financing Parameters                                                            

          The following general terms will be applicable, as appropriate, to the
proposed financing activities by Portland General.                              

Effective Cost of Money                                                         

       The effective cost of capital on Short-term Debt issued by Portland
General under the authorization requested herein will not exceed competitive    
market rates available at the time of issuance for securities having the same or
reasonably similar terms and conditions issued by similar companies of          
reasonably comparable credit quality. In no event will the effective cost of    
capital on any Short-term Debt exceed 300 basis points over the London Interbank
Offered Rate for maturities of less than one year.                              

Issuance Expenses                                                               

           The underwriting fees, commissions or other similar remuneration paid
in connection with the non-competitive issue, sale or distribution of Short-term
Debt will not exceed competitive market rates available at the time in respect  
of the issuance of securities having the same or reasonably similar terms and   
conditions issued by similar companies of reasonably comparable credit quality; 
provided that in no event will such fees and commissions exceed 6% of the       
principal or total amount of the securities being issued. No commission or fee  
will be payable in connection with the issuance and sale of commercial paper,   
except for a commission, payable to the dealer, not to exceed one-eighth of one 
percent per annum in respect of commercial paper sold through the dealer as     
principal.                                                                      

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Common Equity Ratio                                                             

     Portland General represents that it will maintain a common equity
ratio of at least thirty percent of its consolidated capitalization/19 as       
reflected in its most recent Form 10-K or Form 10-Q filed with the Commission.  

Investment Grade Ratings                                                        

      With respect to the securities issuance authority proposed in this
application: (a) Enron or Portland General will notify the Commission of the    
occurrence of a Ratings Event/20 (by means of a letter, via fax, email or       
overnight mail to the Office of Public Utility Regulation) within four business 
days after the occurrence of such event; and (b) within 30 days after the       
occurrence of a Ratings Event, Enron will submit a post-effective amendment to  
the Application explaining the material facts and circumstances relating to that
Ratings Event (including the basis on which, taking into account the interests  
of investors, consumers and the public as well as other applicable criteria     
under the Act, it remains appropriate for Portland General to issue the         
securities for which authorization has been requested in this application.      

f.   Foreign Assets                     

        Enron's foreign pipeline, gas and electricity distribution and power
generation assets typically have FUCO status or exempt wholesale generator      
("EWG") status at the project level. Many of the foreign assets have been       
transferred into Prisma which also is a FUCO. As noted above, the shares of     
Prisma may be issued to creditors in connection with the Plan or Prisma may be  
sold and the proceeds will then be distributed to creditors.                    

       Some Enron group companies, however, are related to the business of
Prisma, but may not qualify for FUCO status because they may not directly or    
indirectly own or operate foreign utility assets. Such companies may, for       
example, have loans outstanding to a FUCO or a subsidiary of a FUCO. In other   
cases, such as settlements or asset reorganizations, the securities of a FUCO   
may be acquired by Enron group companies. Accordingly, Enron and its            
subsidiaries that are not FUCOs or subsidiaries thereof, excluding Portland     
General, request authorization under Section 33(c) and Rule 53(c) thereunder, to
issue new securities for the purpose of financing FUCOs and to acquire FUCO     
securities in connection with financings, settlements and reorganizations. Such 
authorization would be limited to an aggregate amount of $100 million in new    
FUCO investments during the Authorization Period./21 Authorization to           
restructure (e.g., to amend the terms of existing financings) or refinance      
existing FUCO investments would not be                                          

__________________                                                              
/19 Consolidated capitalization is defined to include, where applicable, all    
common-stock equity (comprised of common stock, additional paid-in capital,     
retained earnings, treasury stock and/or other comprehensive income or loss),   
preferred stock, preferred securities, equity-linked securities, long-term debt,
short-term debt, current maturities and/or minority interests.                  
/20 A "Ratings Event" will occur if, during the Authorization Period, (i) any   
security issued by Portland General upon original issuance, if rated, is rated  
below investment grade; or (ii) any outstanding security of Portland General    
that is rated is downgraded below investment grade. For purposes of this        
provision, a security will be deemed to be rated "investment grade" if it is    
rated investment grade by at least one nationally recognized statistical rating 
organization, as that term is used in paragraphs (c)(2)(vi)(E), (F) and (H) of  
rule 15c3-1 under the 1934 Act.                                                 
/21 As of June 30, 2005, no new investments in existing FUCOs had been made.    

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limited./22 In addition, investments made by Prisma and its direct and indirect 
subsidiaries in foreign energy-related businesses that are not supported by an  
Enron guarantee would be exempt under Section 33 and not subject to the limit   
stated above. Such investments may be made from time-to-time to improve the     
value of the assets held by Prisma and to acquire the interests of unaffiliated 
partners in certain foreign utility projects in order to simplify the ownership 
of such projects.                                                               

  FUCO financings would be conducted principally to maintain and
preserve the value of the foreign assets in the bankruptcy estate and not to    
develop significant new projects. The proposed FUCO investments, financings and 
reorganizations would not adversely affect Enron's financial condition and would
be entered into consistent with the Plan, as necessary to support the FUCO      
businesses pending their disposition under the Plan. Portland General will not  
provide any financing or guarantees in connection with the FUCO-related         
transactions proposed herein.                                                   

    Under Rule 53(c), an applicant, such as Enron, that is unable to
satisfy the requirements of paragraphs (a) and (b) of Rule 53,/23 must          
affirmatively demonstrate that the proposed issue and sale of a security to     
finance the acquisition of an EWG, or the guarantee of a security of an EWG:    

(1) Will not have a substantial adverse impact upon the 
     financial integrity of the registered holding company system;
and                                                     

     (2) Will not have an adverse impact on any utility subsidiary
      of the registered holding company, or its customers, or on the
  ability of state commissions to protect such subsidiary or
customers.                                              

       The Commission has typically applied the standards of Rule 53(c) to
the financing of FUCOs in much the same manner as it is applied to EWGs. The    
proposed FUCO financing will not have a substantial adverse impact on the       
financial integrity of the Enron group. The purpose of the proposed financings  
is not for Enron to invest significant additional sums in FUCOs, but to support 
existing FUCO projects to maximize their value for the Reorganized Debtors'     
estate and to restructure existing financing arrangements as necessary to tailor
each financing to the financial condition of the underlying assets. Existing    
unsound financing of FUCOs that cannot be supported by the cash flow of         
underlying assets will be novated or restructured as appropriate and consistent 
with maximizing the value of the estate./24 The relief requested should be      
granted because it will provide the flexibility to maintain important assets in 
the Enron group.                                                                

       The proposed FUCO financing also will not have an adverse impact on
Portland General or its customers or on the ability of state commissions to     
protect such subsidiary or                                                      

_________________                                                               
/22 As an example of the type of existing FUCO investment that Applicants may   
need to restructure, Enron's subsidiary Elektro (a Brazilian electricity        
distribution company) has been capitalized, in large part, by loans that run    
through another Enron subsidiary, Enron Development Funding Ltd. These loans    
must be restructured for regulatory reasons, to reduce foreign exchange         
volatility and to free up significant cash available at Elektro for             
distribution. These intercompany loans are sizeable and exceed $400 million in  
principal amount.                                                               
/23 The lack of reliable historical financial information makes an attempt to   
accurately quantify Enron's "aggregate investment" in FUCOs, within the meaning 
of Rule 53(a), impracticable.                                                   
/24 See, e.g., Allegheny Energy, Inc., et al., Holding Co. Act Release No.      
27797 (Feb. 3, 2004).                                                           

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customers. Portland General will not contribute any portion of the funding for  
the FUCO investments. Portland General is managed and operated in a             
substantially autonomous manner. It has an investment grade credit rating, its  
own credit facility and it has a substantial level of equity in its capital     
structure. Portland General also has adequate financial resources to support its
capital expenditures and operating budget. This proposal restates the relief    
granted by the Commission in the Omnibus Order.                                 

g.   Legal Analysis                     

     Under Section 6 of the Act, a registered holding company needs to
satisfy the criteria of Section 7 of the Act before the Commission will         
authorize the issuance of any securities./25 Section 7(c)(1) provides that the  
SEC shall not authorize the issuance or sale of a security unless such security 
is either (i) a common stock having a par value and voting rights at least equal
to any outstanding security of the company or (ii) a secured bond meeting the   
criteria specified in the statute. Under Section 7(c)(2) (A), a security may be 
authorized to be issued or sold solely for the purpose of refunding, extending, 
exchanging, or discharging an outstanding security of the declarant and/or a    
predecessor company thereof or for the purpose effecting a merger,              
consolidation, or other reorganization.                                         

        The Commission typically authorizes financings of registered holding
companies subject to certain general parameters regarding cost of capital,      
maturity, issuance expenses, common equity ratio and investment grade ratings.  
The Applicants propose to make such financing parameters applicable to Portland 
General, as described above. With respect to financings proposed herein that do 
not involve Portland General, the unique circumstances of such financing        
arrangements do not lend themselves to such general parameters. For example, the
letters of credit discussed herein are not typically made subject to traditional
financing parameters.                                                           

      The financing for which authorization is requested herein would be
issued for the purpose of consolidating and restructuring the Enron group of    
companies and maintaining Enron's operating businesses pending their divestiture
under the Plan. Accordingly, these transactions are for necessary and urgent    
corporate purposes. The Reorganized Debtors continue to have limited alternative
sources of financing. With respect to non-debtors, it would be disruptive to    
their businesses to require them to restructure their existing financing        
arrangements solely because of their status as a subsidiary of a registered     
holding company. Finally, the securities to be issued by Portland General would 
be issued for the purpose of financing Portland General's business as a public  
utility company.                                                                

         In addition, in determining whether to approve the issue or sale of a
security by a registered holding company for purposes other than the acquisition
of an EWG or FUCO, or other transactions by such registered holding company or  
its subsidiaries other than with respect to EWGs or FUCOs, Rule 54 requires that
the Commission shall not consider the effect of the capitalization or earnings  
of any subsidiary which is an EWG or a FUCO upon the registered holding company 
system if the requirements of Rule 53 (a), (b) and (c) are satisfied. Such      

_____________________                                                           
/25 Because "security" is very broadly defined, virtually any issuance of any   
equity, debt or agreement to pay or guarantee indebtedness or other obligations 
could be characterized as the issuance and sale of a security for which         
Commission approval would be required unless a specific exemption is available. 

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requirements are not satisfied in this case because of Enron's insolvency.      
Nevertheless, the Commission should grant the authorization requested herein    
because it relates to financings that are necessary to support the ongoing      
business operations of Enron and its subsidiaries. In the Omnibus Order the     
Commission found that:                                                          

    [A]pplying typical financial integrity conditions to a holding
  company that is in bankruptcy - and indeed registered during
   the course of the bankruptcy proceeding - makes little sense.
We therefore believe that it is more appropriate to review
    requests [that relate to Enron and its subsidiaries' abilities
to continue financing themselves during the authorization 
period] with the goals of permitting Enron to maximize the
value of its estate and not disrupting the bankruptcy     
    proceeding, as long as granting these requests does not unduly
harm any interests protected under the Act.               

       Pursuant to the Plan, approved by the Commission in the Plan Order,
Enron will liquidate all of its assets, and, over time, will distribute, or     
cause the distribution of, the value of all of its assets (including its        
interest in EWGs and FUCOs) to or for the benefit of creditors. Distributions   
will be in the form of cash from asset dispositions and litigation recoveries   
and Plan Securities in the form of Prisma and Portland General common stock,    
unless such companies are sold and cash is distributed in place of the Plan     
Securities. The Commission's Omnibus Order authorized limited investment in     
FUCOs to support existing FUCO projects as necessary to maximize their value for
the debtors' estates. Under such circumstances, when the proposed financings are
intended to be used to support ongoing business operations consistent with a    
Commission-approved chapter 11 plan, it is appropriate that the Commission grant
the requested authorization. This proposal restates the relief granted by the   
Commission in the Omnibus Order.                                                

2.   The Sale of Non-Utility Companies            

     The Reorganized Debtors, non-debtor associates, and certain other
related companies have completed a number of significant asset sales as part of 
the process of simplifying the Enron group and assembling assets for eventual   
distribution to creditors. These asset sales have been completed by numerous    
Reorganized Debtors, non-debtor associates, and other related companies, and the
sale proceeds have, in certain instances, been used to repay indebtedness or    
other claims, and may be further subjected to a variety of claims from related  
and unrelated parties.                                                          

        In most cases, the sale transactions are for all cash consideration.
Cash sales of non-utility businesses do not require Commission authorization.   
Some sales, however, may involve the acquisition of a security from the         
purchaser or the company being sold. A security would be accepted only when the 
transaction could not otherwise be negotiated for all cash consideration. For   
example, a purchaser may insist on an escrow of part of the sales proceeds to   
cover claims that may arise post-sale under an indemnification agreement. To    
give the seller a secured interest in the escrow, the purchaser would issue a   
note to the seller in the amount of the escrow with a right to set off amounts  
due under the note for allowed claims under the indemnification                 

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agreement. For the most part, the Reorganized Debtors would seek to convert     
securities into cash. Any security not converted into cash by the time the      
assets of the estates are distributed to creditors would reside in the Remaining
Assets Trust,/26 and creditors would receive an interest in that liquidating    
trust.                                                                          

         Indemnifications and guarantees by and between companies in the Enron
group also may be part of the sale of non-utility assets, non-utility securities
or settlements on claims with third parties. In the case of sales to third      
parties, Enron would seek to limit indemnifications to no more than the amount  
of the sale proceeds received by the seller. Applicants request indemnification 
and guarantee authority to provide them with the flexibility to manage the      
process of selling the assets of the estates in a manner that would maximize    
their value./27                                                                 

  The acquisition of securities and the indemnification or other
extension of credit among affiliates generally requires SEC authorization under 
Sections 9, 10 and 12(b) of the Act and Rule 45(a) thereunder. Applicants seek  
authorization for transactions involving the acquisition of securities,         
indemnifications and guarantees described above as they would occur in the      
context of the sale of any Enron group company/28 (except Portland General) if  
such sale is in the ordinary course of business of a reorganized debtor and in  
furtherance of the Plan. The acquisition of securities in such circumstances is 
appropriate in the ordinary course of business of a company liquidating assets  
under a chapter 11 plan within the meaning of Section 9(c)(3) of the Act.       

          The transactions proposed herein would not involve indemnifications or
guarantees made by Portland General and would not have an adverse impact on that
company. This proposal restates the relief granted by the Commission in the     
Omnibus Order.                                                                  

3.   Dividends Out of Capital or Unearned Surplus 

     The Act restricts the declaration and payment of dividends out of
capital or unearned surplus. The Act also restricts the acquisition, retirement 
and redemption of securities by an issuer when the security is acquired, retired
or redeemed from an associated or affiliated entity. In this section, Applicants
request general relief from the dividend and acquisition, retirement and        
redemption restrictions under Section 12(c) of the Act and the rules thereunder 
as necessary to continue the administration of the Plan. The relief requested   
also would apply to partnership                                                 

_________________                                                               
/26 As defined more completely under the Plan, the Remaining Assets Trust is    
one or more entities formed on or after the Confirmation Date (i.e., July 15,   
2004) for the benefit of holders of certain allowed claims to hold assets of the
Reorganized Debtors other than cash, certain litigation trust claims, Plan      
securities and certain other claims and causes of action.                       
/27 In Xcel Energy, Inc., the Commission authorized cross-indemnification       
"solely to facilitate the divesture of NRG and to preserve the responsibility   
for these costs that NRG bears as a subsidiary of Xcel." Holding Co. Act Release
No. 27736 (Oct. 10, 2003). Considering "the substance of [the] transaction over 
its form," and finding that the reciprocal agreements did not involve a proposal
to borrow or to receive "any extension of credit or indemnity," the Commission  
allowed the proposal. In the present proposal, Applicants similarly request     
cross-indemnification merely to "untangle the network of obligations and        
exposure to which [the estates are] subject" and thus facilitate the sale of    
assets in an efficient manner. Id. See also, The Southern Company, et al.,      
Holding Co. Act Release No. 27303 (Dec. 15, 2000) and The Southern Company, et  
al., Holding Co. Act Release No. 27698 (July 18, 2003).                         
/28 In addition, litigation with respect to claims may result in an Enron group 
company receiving the securities of a party to the litigation as a settlement or
a judgment. Applicants request authorization to acquire securities in this      
context also, where the litigation is in the ordinary course of business of a   
Reorganized Debtor.                                                             

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distributions to the extent they are from capital and subject to the            
restrictions under the Act. The proposed relief is necessary to reorganize and  
reallocate value in the Enron group that will ultimately be distributed to      
creditors. The relief requested herein would not apply to any transaction       
involving Portland General.                                                     

        Dividends out of capital may be paid by a company in dissolution, or
to transfer the proceeds of a financing or asset sale to a parent company, or to
wind up a company's affairs, through periodic and liquidating distributions. The
Commission generally grants registered holding company non-utility subsidiaries 
authorization to pay dividends out of capital or unearned surplus where to do so
would not violate applicable corporate law and any financing covenants to which 
the payor is subject./29 The Applicants seek an exception from the dividend     
restrictions under the Act as applied to all non-utility subsidiaries in the    
Enron group subject to the conditions noted above. The Applicants represent that
they will pay dividends and distributions in accordance with applicable law and 
will comply with the terms of any agreements that restrict the amount and timing
of distribution to investors.                                                   

  Applicants will not declare or pay dividends out of capital or
unearned surplus unless Applicant: (a) has received excess cash as a result of  
the sale of some or all of its assets, (b) has engaged in restructuring or      
reorganization, and/or (c) is returning capital to an associate company.        

          The Commission has previously approved the payment of dividends out of
capital or unearned surplus by registered holding companies when the payment    
would not impair the subsidiary's ability to meet its obligations and the       
subsidiary's assets would be sufficient to meet any anticipated expenses or     
liabilities. See Entergy Corp., Holding Co. Act Release No. 26534 (June 18,     
1996); Northeast Utilities, Holding Co. Act Release No. 27529 (May 16, 2002);   
Excel Energy, Holding Co. Act Release No. 27597 (November 7, 2002). Because the 
purpose of Rule 46 is to protect utility operating companies, and not           
diversified non-utility enterprises, the Commission has extended authority for  
non-utility energy companies to pay dividends from unearned surplus. Energy East
Corp., HCAR No. 27228 (September 12, 2001); Exelon Corporation, HCAR No. 27266  
(November 2, 2000); The Southern Company, HCAR No. 26543 (July 17, 1996). See   
also Eastern Utilities Associates, HCAR No. 25330 (July 13, 1991) (finding that 
the legislative history of Section 12 demonstrates that it was intended to      
protect utility operating companies); S. Rep. No. 621, 74th Cong., 1st Sess.    
3434 (1935) and Summary Report of the FTC to the U.S. Senate Pursuant to S.R.   
No. 83, 70th Cong., 1st Sess. Doc. 92, Vol. 73-A, pp. 61-62.)/30 In addition,   
in extending authority to non-utility subsidiaries to pay dividends from        
unearned surplus, the Commission did not restrict their ability to issue        
securities to the public. The Southern Company, HCAR No. 26543, supra, at fn 2. 
See also HCAR No.                                                               

______________________                                                          
/29 See NiSource, Inc., Holding Co. Act Release Nos. 27789 (December 30, 2003); 
Cinergy Corp., Holding Co. Act Release No. 27779 (December 22, 2003); Progress  
Energy, Inc., Holding Co. Act Release No. 27728 (September 29, 2003).           
/30 The Commission's authorizations to non-utility energy subsidiaries to pay   
dividends from unearned surplus in accordance with state law have not           
discriminated with regard to form of organization. See, e.g., Exelon            
Corporation, HCAR No. 27256 (October 19, 2000) (enumeration in Appendix "A" of  
non-utility subsidiaries, including partnerships, retained by Exelon), and      
Exelon Corporation, HCAR No. 27266 (November 2, 2000) (authorization for        
non-utility subsidiaries to pay dividends from unearned surplus).               

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26826 (February 20, 1998) (adopting release of Rule 52(b) finding non-utility   
subsidiary financing unlikely to present the abuses the Act is intended to      
address)                                                                        

     Section 12(c) of the Act restricts the acquisition, retirement or
redemption of the securities of a registered holding company or subsidiary by   
the issuer of such securities, in contravention of the rules, regulations or    
orders of the Commission. Although the Rule 42 exempts certain acquisitions from
non-affiliates, transactions with affiliates would continue to require          
Commission authorization. To permit the Enron group companies to transfer value 
among the companies in the Enron group as necessary to sell assets or to        
transfer the proceeds of such sales from subsidiaries to parent companies,      
Applicants request authorization for the Enron group companies, other than      
Portland General, to acquire, retire and redeem securities that they have       
issued./31                                                                      

      This proposal restates the relief granted by the Commission in the
Omnibus Order.                                                                  

         4.   Simplifying Complex Corporate Structure and Dissolving
Existing Subsidiaries                   

          Enron continues to restructure many of its subsidiaries in conjunction
with administering the Plan. Enron also is liquidating or divesting             
approximately 1,000 surplus legal entities and businesses in which it no longer 
intends to engage. Eventually, substantially all of the Reorganized Debtors,    
including Enron, will be liquidated or divested. As previously noted herein,    
settling claims relating to financing structures and liquidating businesses     
often involves the redemption or retirement of securities and distributions in  
liquidation that may involve actual or deemed returns of capital. Reorganizing  
complex structures may involve the creation of new holding companies and        
liquidating or other trusts formed for the benefit of the Reorganized Debtors'  
estates and their creditors. In the context of restructuring assets and         
entities, Enron group companies may receive distributions or other returns of   
capital and may make capital contributions, share exchanges, guaranties,        
indemnifications, and other transactions to move companies, assets and          
liabilities within the Enron group as necessary to implement a less complex and 
more sound corporate structure and as necessary to implement settlements with   
third parties or to resolve or recover claims./32 Contracts may be assigned     
from one subsidiary to another Enron group company or a third party. The        
assignment of contracts that have value among Enron group companies could be    
viewed as a dividend or capital contribution. These corporate simplification    
transactions rationalize Enron's business operations into more coherently       
organized groups of related properties and contracts. The simplification        
transactions also play a                                                        

______________________                                                          
/31 Portland General had 219,727 shares of its 7.75% Series Cumulative          
Preferred Stock (no par value) outstanding as of December 31, 2004. The         
preferred stock is mandatorily redeemable and is classified as long-term debt in
accordance with SFAS No. 150. The preferred stock is redeemable by operation of 
a sinking fund that requires the annual redemption of 15,000 shares at $100 per 
share beginning in 2002, with all remaining shares to be redeemed by sinking    
fund in 2007. At its option, Portland General may redeem, through the sinking   
fund, an additional 15,000 shares each year. Open market share purchases can be 
applied towards the annual redemption requirement. In 2004, Portland General    
redeemed 30,000 shares, consisting of 15,000 shares for the annual sinking fund 
requirement and 15,000 additional shares acquired at its option. Should Portland
General exercise its right to redeem any of its preferred stock, it would rely  
on the exemption under Rule 42 for the acquisition of stock from unaffiliated   
entities.                                                                       
/32 For example, a Reorganized Debtor with no cash, but a valuable claim        
against a third party, may borrow from an associate company (other than Portland
General) to fund litigation to resolve or recover a claim.                      

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valuable role in reducing costs for the Enron estate associated with accounting,
tax filings and liabilities, and management expenses.                           

        Portland General is assisting in the sale of the subsidiaries of PGH
II, Inc. ("PGH II"), a non-utility Enron subsidiary and, in the case of the sale
of substantially all of the assets of such subsidiary, in the winding up and    
dissolution of the subsidiary. PGH II is a holding company with subsidiaries    
engaged in telecommunications, district heating and cooling, and real estate    
infrastructure development and construction. PGH II and its subsidiaries have   
been managed historically by Portland General. With the exception of the        
transactions related to these sales, Portland General and its subsidiaries would
not be involved in any of the proposed reorganization and simplification        
transactions.                                                                   

        Applicants seek Commission authorization to restructure, rationalize
and simplify or dissolve, as necessary, all of their non-utility businesses and 
to implement settlements (which may involve transactions as described above     
regarding substantially all of their remaining direct and indirect assets) as   
necessary to simplify and restructure their businesses in furtherance of the    
Plan. As previously requested in Item 1.C.3, Applicants seek authorization to   
acquire, redeem and retire securities and to pay dividends out of capital and   
unearned surplus provided that such transactions are consistent with applicable 
corporate or partnership law and any applicable financing covenants. Applicants 
also seek authorization to form, merge, reincorporate, dissolve, liquidate or   
otherwise extinguish companies. Any newly formed entity would engage only in    
businesses that the Enron group continues to engage in throughout the           
administration of the Plan. Further, Applicants seek authorization to           
restructure, forgive or capitalize loans and other obligations and to change the
terms of outstanding non-utility company securities held by other Enron group   
companies for the purpose of facilitating settlements with creditors,           
simplifying the business of the group and maximizing the value of the           
Reorganized Debtors' estates./33                                                

      This proposal restates the relief granted by the Commission in the
Omnibus Order.                                                                  

5.   Affiliate Transactions                       

   Applicants request authorization to engage in certain affiliate
transactions described herein.                                                  

        Portland General has entered into a master service agreement ("MSA")
with certain affiliates, including Enron. The MSA allows Portland General to    
provide affiliates with the following general types of services: printing and   
copying, mail services, purchasing, computer hardware and software support,     
human                                                                           

_____________________                                                           
/33 The Commission has on several occasions granted authorization to registered 
holding companies to organize new nonutility holding company subsidiaries,      
redeem and retire the securities of nonutility companies and to pay dividends   
out of the capital and unearned surplus of nonutility subsidiaries when such    
payments do not violate applicable corporate law in the state where such        
companies are organized or the terms of applicable financing covenants. See     
Ameren Corp., Holding Co. Act Release No. 27053 (July 23, 1999); FirstEnergy    
Corp., Holding Co. Act Release No. 27694 (June 30, 2003); see also NiSource,    
Inc., Holding Co. Act Release No. 27789, supra note 37.                         

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resources support, library services, tax and legal services, accounting         
services, business analysis, product development, finance and treasury support, 
and construction and engineering services. The MSA also allows Enron to provide 
Portland General with the following services: executive oversight, general      
governance, financial services, human resource support, legal services,         
governmental affairs service, and public relations and marketing services.      
Portland General would provide services to affiliates at cost under the MSA and 
affiliate services provided to Portland General also would be priced at cost. If
cost based pricing of particular services provided under the MSA would conflict 
with the affiliate transaction pricing rules of the OPUC, Portland General and  
Enron would refrain from providing or requesting such services, unless they have
first obtained specific authorization from the OPUC to use cost based pricing   
for such services.                                                              

  During 2004 Enron provided certain employee health and welfare
benefits, 401(k) retirement savings plan, and insurance coverages to Portland   
General under the MSA that were directly charged to Portland General based upon 
Enron's cost for those benefits and coverages. In 2004, Enron passed through to 
Portland General approximately $25 million for medical/dental benefits and      
retirement savings plan matching and $3 million for insurance coverage.         

      Beginning on January 1, 2005, administration of the medical/dental
benefit and retirement savings plan was returned to Portland General from Enron.
As a result, Enron no longer passes through costs to Portland General for these 
services. However, Enron has continued to incur costs related to the resolution 
of issues associated with the bankruptcy and litigation with regard to certain  
of the employee benefit plans. Enron bills Portland General for a portion of    
these costs.                                                                    

        Portland General provides certain administrative services to Enron's
subsidiary Portland General Holdings, Inc. ("PGH") and its subsidiaries under   
the MSA that are allocated or directly charged to PGH and its subsidiaries based
upon the cost for those services. The cost of these services for the year 2004  
in the aggregate was approximately $1 million.                                  

       The non-utility subsidiaries in the Enron group also are engaged in
providing services to one another. Prisma, Enron and certain associate companies
have entered into ancillary agreements, including Transition Services           
Agreements,/34 a tax matters agreement, and a Cross License Agreement./35 The   
employees of Enron and its associates who have been supervising and managing the
Prisma Assets since December 2001, became employees of a subsidiary of Prisma   
effective on or about July 31, 2003. In connection therewith, as approved by the
Bankruptcy Court,/36 Enron and its associates entered into four separate        
Transition Services Agreements pursuant to which such employees continue to     
supervise and manage the Prisma Assets and other international assets and       
interests owned or operated by Enron and its associates. These ancillary        
agreements, together with the Prisma Contribution and Separation Agreement,/37  

_______________________                                                         
/34 As described in Enron's annual report on Form U5S, Item 8, SEC File No.     
030-00363, submitted on May 2, 2005.                                            
/35 The Cross License Agreement between Enron and Prisma permits each entity to 
continue to use certain intellectual property such as computer software         
necessary to operate and maintain systems after the separation of Prisma from   
the Enron group.                                                                
/36 Docket No. 11915, In re Enron Corp., et al., Chapter 11 Case No. 01-16034   
(AJG), July 24, 2003 (U.S. Bankruptcy Court, S.D.N.Y.); Docket No. 13710, In re 
Enron Corp., et al., Chapter 11 Case No. 01-16034 (AJG), Oct. 24, 2003 (U.S.    
Bankruptcy Court, S.D.N.Y.).                                                    
/37 On August 31, 2004, Enron, certain of its debtor affiliates and Prisma      
executed a Contribution and Separation Agreement which provided for the         
contribution of certain assets to Prisma in exchange for Prisma shares. The form
of the Contribution and Separation Agreement had been previously approved by the
Bankruptcy Court. The contributed assets included equity interests in           
international energy infrastructure projects, inter-company receivables relating
to these assets and infrastructure (telephones, computers, video conferencing   
equipment, etc.) in use by                                                      

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govern the relationship between Prisma and Enron, provide for the performance of
certain interim services, and define other rights and obligations until the     
distribution of shares of capital stock of Prisma pursuant to the Plan or the   
sale of the stock to a third party.                                             

        Section 13(a) generally restricts the provision of services or sales
of goods by a registered holding company to a public utility or mutual service  
company. As a registered holding company, Enron is generally prohibited from    
providing services to Portland General for a charge. Section 13(b) restricts a  
subsidiary of a registered holding company from providing services or selling   
goods to an associate company in contravention of rules designed to ensure that 
such contracts are performed economically and efficiently for the benefit of    
such associate company at cost, fairly and equitably allocated among such       
companies. Both Sections 13(a) and 13(b) provide, however, that such general    
restrictions shall not apply to transactions that involve special or unusual    
circumstances or that are not in the ordinary course of business, when such     
exemption is consistent with the public interest or the protection of investors 
or consumers.                                                                   

The relief requested herein is in the context of the gradual
dissolution of the Enron group and the separation of Portland General and Prisma
from Enron. To the extent that the transactions among associate companies       
contemplated herein involve Portland General, such transactions will be priced  
at cost and therefore there will be no detriment to Portland General's          
consumers. However, to the extent that such transactions involve other          
subsidiaries of Enron, that are being sold or liquidated, it is neither         
practical nor necessary to require the restructuring of existing contracts. As  
discussed here, Portland General common stock or the proceeds of the sale of    
such stock will be distributed to creditors pursuant to the Plan. Enron will    
thereafter de-register under the Act. The Commission has previously granted     
exemptions from Section 13 of the Act on a temporary basis where, as here, there
is no detriment to the protected interests under the Act./38 In addition, the   
Commission routinely grants exemptions from Section 13 of the Act when there is 
no detriment to utility consumers. For example, the Commission authorizes       
non-utility subsidiaries to provide services and sell goods to other non-utility
subsidiaries at fair market prices in any case in which the non-utility         
subsidiary purchasing these goods or services is:                               

   o    A FUCO or foreign EWG which derives no part of its income,
           directly or indirectly, from the generation, transmission, or
        distribution of electric energy for sale within the United
States;                                           

        o    An EWG which sells electricity at market-based rates which have
             been approved by the FERC, provided that the purchaser is not a
utility subsidiary;                               

        o    A "qualifying facility" ("QF") within the meaning of the Public
           Utility Regulatory Policies Act of 1978, as amended ("PURPA")
           that sells electricity exclusively (a) at rates negotiated at
  arms' length to one or more industrial or commercial

______________________________________________________________________________  
Prisma at the time of the execution of the agreement                            
and required by Prisma to effectively own and manage the assets.                
/38 See, e.g., AGL Resources, Inc. et al., Holding Co. Act Release No. 27243    
(Oct. 5, 2000) (In which the Commission granted a temporary exemption for AGL   
Resources to continue to provide services and sell goods to AGL system companies
pending the implementation and transition to a services company as the principal
provider of services to the AGL system.)                                        

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            customers purchasing the electricity for their own use and not
               for resale, and/or (b) to an electric utility company (other than
        a utility subsidiary) at the purchaser's "avoided cost" as
determined in accordance with PURPA regulations;  

        o    A domestic EWG or QF that sells electricity at rates based upon
          its cost of service, as approved by FERC or any state public
       utility commission having jurisdiction, provided that the
purchaser is not a utility subsidiary; or         

          o    A rule 58 subsidiary or any other non-utility subsidiary that (a)
        is partially owned by a holding company, provided that the
           ultimate purchaser of such goods or services is not a utility
              subsidiary of such holding company or a mutual services company,
          (b) is engaged solely in the business of developing, owning,
         operating and/or providing services or goods to non-utility
               subsidiaries described immediately above, or (c) does not derive,
          directly or indirectly, any material part of its income from
          sources within the United States and is not a public utility
company operating within the United States./39    

         Transactions involving the sale of goods and services among associate
companies in a registered holding company system, although typically priced at  
not more than cost, may be priced on another basis if each company is neither a 
utility, a holding company, nor a company engaged in the business of selling    
goods or services to associate companies./40 Most transactions among Enron      
group companies do not involve a public utility since Portland General, the     
group's sole public utility, purchases a very limited assortment of services    
from Enron as described above. Transactions involving Enron, a holding company, 
and other nonutility Enron group companies are more numerous. Rule 90(a)(1)     
restricts Enron from providing services or selling goods to associate public    
utility companies or a company engaged in the business of providing services or 
selling goods to an associated public utility company./41 Enron seeks an        
exception from this rule under Section 13(a) through the Authorization Period,  
based on the special or unusual circumstances of its bankruptcy. These services 
are currently provided by Enron to Portland General at cost. In the case of     
insurance services Portland General is currently unable to procure those        
services on better terms, and in the case of employee benefit services the costs
are related to resolving issues involving plans in which Portland General       
participated, so these services are clearly of benefit to Portland General.     
Moreover, because Portland General is to be sold, or distributed to creditors,  
the relief requested is temporary.                                              

          Applicants, other than Enron, that are providing goods and services at
terms other than cost to associate companies, other than Portland General, also 
seek an exemption under Section 13(b) from the at cost rules under the Act      
through the Authorization Period to the extent that Rule 91(d) does not exempt  
such transactions. These transactions are in the ordinary course of business and
would not involve Portland General. For all these reasons and to avoid incurring
the cost and experiencing the disruption associated with establishing a new     
service company, an exemption from Section 13(b) is justified for all service   
transactions conducted among Enron group companies consistent with the ordinary 
course of business. This proposal restates the relief granted by the Commission 
in the Omnibus Order.                                                           

__________________________                                                      
/39 See e.g., Energy East Corporation, Holding Co. Act Release No. 27228 (Sep.  
12, 2000).                                                                      
/40 Rule 90(d).                                                                 
/41 Enron provides services to non-utility associated companies that are not    
public utilities or mutual service companies. Pursuant to section 13(a) of the  
Act, these services are not subject to the jurisdiction of the Commission.      

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6.   Tax Allocation Agreements                    

      The Omnibus Order authorized Enron to enter into an agreement with
Portland General for the payment and allocation of tax liabilities on a         
consolidated group basis. Enron entered into such an agreement whereby Portland 
General is responsible for the amount of income tax that Portland General would 
have paid on a "stand alone" basis, and Enron is obligated to make payments to  
Portland General as compensation for the use of Portland General's losses and/or
credits to the extent that such losses and/or credits have reduced the          
consolidated income tax liability./42 Under the agreement, Enron is responsible 
for, among other things, the preparation and filing of all required consolidated
returns on behalf of Portland General and its subsidiaries, making elections and
adopting accounting methods, filing claims for refunds or credits and managing  
audits and other administrative proceedings conducted by the taxing authorities.
Enron and Portland General will continue to be parties to this tax sharing      
agreement, or a new agreement on similar terms, until Enron and Portland General
no longer file consolidated tax returns. It is intended that Enron and Portland 
General will file consolidated tax returns until Enron no longer owns 80% of the
capital stock of Portland General. The consolidated tax filing agreement does   
not technically comply with Rule 45(c) under the Act because Enron shares in the
tax savings from the consolidation ratably with Portland General. In particular,
to the extent Enron's losses or tax credits reduce the consolidated tax         
liability, Enron would retain the resulting tax savings. Enron and Portland     
General seek authorization to continue to perform under such agreement or a new 
agreement under similar terms. Under such agreement, the consolidated tax       
liability for each taxable period would be allocated to Enron, Portland General 
and its subsidiaries in proportion to the corporate taxable income of each      
company, provided that the tax apportioned to any company shall not exceed the  
separate return tax of such company.                                            

        Enron also has entered into a tax matters agreement with Prisma. The
Prisma tax matters agreement is not an agreement to file a consolidated tax     
return or to share a consolidated tax liability within the meaning of Rule      
45(c), but rather it is an agreement for Enron to prepare and file all required 
returns that relate to Prisma and its subsidiaries and for Prisma to cooperate  
therewith. In addition, Prisma agrees to make dividend distributions to its     
shareholders in certain minimum amounts (to the extent of available cash) for so
long as Enron or any affiliate or the Disputed Claims Reserve is required to    
include amounts in income for federal income tax purposes in respect of the     
ownership of Prisma shares. The Enron-Prisma tax matters agreement is Exhibit I 
hereto.                                                                         

         The tax agreements described in this section are necessary to use the
net operating losses, tax credits and other tax benefits held by the Reorganized
Debtors and their subsidiaries to the fullest benefit of the creditors.         
Consolidated tax filing allows the Reorganized Debtors to reduce the net tax    
paid to the Internal Revenue Service without adversely affecting the consumers  
of Enron's public utility subsidiary, Portland General. Under the tax allocation
agreement with Portland General, Portland General would pay no more than its tax
liability as calculated on a separate basis, as if it were a stand-alone entity.
The separate return limitation included in the Portland General tax allocation  
agreement assures that consumers are not harmed,                                

_______________________                                                         
/42 See Exhibit H. It is contemplated that the existing tax allocation          
agreement with Portland General may be amended to provide that Enron would pay  
Portland General for certain Oregon state tax credits generated by Portland     
General but not used on the consolidated Oregon tax return. Enron and Portland  
General also seek authorization to amend the Portland General tax allocation    
agreement accordingly.                                                          

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while permitting the creditors of the Reorganized Debtors' estates to benefit   
and, accordingly, is consistent with the Act's objective of protecting the      
interests of investors, consumers and the general public interest. Notably, the 
OPUC rejected a petition by the Utility Reform Project seeking that an          
investigation be opened into Portland General's income tax payments since 1997. 
In its decision, the OPUC incorporated by reference a report of its staff which 
report noted that:                                                              

   in a rate proceeding PGE's rates are set based on its own
     revenues, costs and rate base for a given test year. Income
        taxes are calculated using PGE's net operating income. The tax
      effects of Enron's other operations are ignored for purposes
        of setting rates. This is consistent with standard rate making
principles.                                           

Calculating PGE's costs, including income taxes, for  
    ratemaking on a stand-alone basis protects PGE's customers
      from the financial difficulties experienced by Enron's other
        subsidiaries. When the Commission approved Enron's acquisition
   of PGE, it had the option of incorporating the effects of
       Enron's non-utility operations in PGE's rates or treating PGE
     as a stand-alone entity. Consistent with long-standing OPUC
       policy, the Commission chose the latter approach. In adopting
    the stipulation in Docket UM 814, the Commission created a
       wall between PGE's operations and Enron's other subsidiaries.
As stated by Order No. 97-196: "These conditions and  
  commitments provide important measures and requirements,
       beyond those provided by the Commission's statutory authority
      and existing rules, to protect PGE's customers, competitors,
and the public generally."                            

          The staff report also stated that, if PGE's rates were set in a manner
that captured some of Enron's tax losses, PGE's rates would also have needed to 
reflect the expenses that created those savings and customers would be worse    
off./43                                                                         

 The value of Enron's tax losses and credits are assets of the
bankruptcy estate and it is appropriate that Enron retain these assets for the  
benefit of the creditors of the estate. The tax losses that Enron and its       
subsidiaries other than Portland General have incurred resulted from losses     
incurred indirectly by Enron's investors. Thus, it is appropriate that Enron's  
creditors should receive the economic benefit of the associated losses. To      
allocate the benefit of such losses to other Enron group companies, in some     
cases to non-Debtor companies, would transfer the benefit to a different group  
of creditors and, perhaps the customers of Portland General. This is not the    
appropriate result where the subsidiary did not bear the burden associated with 
the expense that led to the loss or tax credit.                                 

     A change in the allocation of the value of Enron's tax losses and
credits also would upset the global compromise reached between the Reorganized  
Debtors and creditors which is                                                  

___________________                                                             
/43 In the Matter of Utility Reform Project, Public Utility Commission of       
Oregon, Order No. 03-214 (April 10, 2003), Appendix A, p. 2 (footnote omitted). 

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described in more detail in Enron's application for authorization of the Plan   
and other relief (SEC File No. 70-10199). The compromise was intended to (a)    
maximize the value of the Reorganized Debtors' estates to creditors, (b) resolve
issues regarding substantive consolidation and other inter-estate and           
inter-creditor disputes, and (c) facilitate an orderly and efficient            
distribution of value to creditors. The manner in which Enron's tax losses and  
credits are proposed to be utilized represents significant value to the Enron   
estate which would be unavailable if the technical provisions of Rule 45(c),    
requiring the distribution of that value to Enron's subsidiaries, were followed.
A result other than what is proposed also may require a reevaluation of         
intercompany claims. The relief requested herein is, therefore, necessary to    
effect the Plan and the compromises reached therein, and appropriately balances 
the protected interests under the Act. This proposal restates the relief granted
by the Commission in the Omnibus Order.                                         

D.   Reporting                                                        

       Applicants propose to continue to file with the Commission a report
under Rule 24 within 60 days of the end of each calendar quarter that would     
provide the following information. This report would replace the Rule 24 reports
currently submitted under the Omnibus and Supplemental Orders. The first Rule 24
report including these reporting requirements (rather than those required under 
the Omnibus and Supplemental Orders) would be the report due at the end of the  
quarter in which the Commission's order granting this application is issued.    

          o    With respect to any short-term debt securities issued by Portland
       General, or letters of credit guaranteed, Applicants will
             disclose the principal or face amount of the security or letter
            of credit guaranteed, the interest rate and the maturity date.

       o    With respect to (i) the cash management arrangements and loans
              between Enron and its subsidiaries (excluding Portland General),
        and (ii) the cash management arrangements between Portland
            General and its subsidiaries, the Applicants will disclose the
             principal, interest rate, the maturity date and the name of the
             lending company for transactions during the respective quarter.

         o    Applicants will report any debt issued under Rule 52 on the Rule
              24 report for the corresponding quarter in lieu of filing a form
U-6B-2.                                           

      o    Applicants will disclose asset sales, where the consideration
          received was $25,000 or more, and the sale of any subsidiary
      company or other entity in the Enron group that has been
              completed within the respective quarterly reporting period. Such
             disclosure will include the name of the entity or a description
             of the assets sold and the aggregate consideration received for
such sale.                                        

o    Applicants will summarize the corporate restructuring, 
           simplification, dissolution and liquidation transactions that
have been conducted during the respective quarter.

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         o    Applicants will disclose the types of services and goods sold by
               Enron to Portland General and by Portland General to Enron during
     the respective quarter. Such disclosure would include a
            description of services or goods transactions by category with
amounts expended for each category.               

o    For the quarterly period that includes any filing of a 
       consolidated tax return involving both Enron and Portland
           General, Applicants will disclose Portland General's separate
         return tax for the period concerned in the consolidated tax
            return and the amount of its tax payment to Enron for the same
         period. In addition, Applicants will disclose the aggregate
              amount of losses, credits or other tax attributes contributed by
            Enron to the consolidated tax return and the value received by
         Enron for such tax attributes as a result of the allocation
        method specified in the consolidated tax filing agreement.

Item 2.   Fees, Commissions and Expenses                                        

        The fees, commission and expenses paid or incurred, or to be paid or
incurred by the Applicants in connection with the preparation and filing of this
Application are expected to be approximately $20,000.                           

Item 3.   Applicable statutory provisions and legal analysis                    

       Sections 6(a), 7, 9(a), 10, 12, 13 of the 1935 Act and Rules 42-46,
52-53, 54, 80-87, 90-91 are considered applicable to the proposed transactions. 

Item 4.   Regulatory approvals                                                  

          No state or federal regulatory agency, other than this Commission, has
jurisdiction over the transactions for which authority is requested herein      

Item 5.   Procedure                                                             

       Applicants respectfully request the Commission to issue and publish
forthwith the requisite notice under Rule 23 with respect to the filing of this 
Application, such notice to specify the minimum period allowed for the          
submission of comments. It is submitted that a recommended decision by a hearing
or other responsible officer of the Commission is not needed for approval of the
Application. The Division of Investment Management may assist in the preparation
of the Commission's decision. There should be no waiting period between the     
issuance of the Commission's order and the date on which it is to become        
effective.                                                                      

Item 6.   Exhibits and Financial Statements                                     

Exhibits:                                                                       

Exhibit A         Opinion of counsel.                                           
Exhibit B         Past tense opinion of counsel (to be filed by amendment).     
Exhibit C         Form of notice (previously filed).                            
Exhibit D         List of Enron Corp. subsidiaries as of December 31, 2004      
incorporated by                             

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reference to Item 1 (Exhibit F, Schedule 1  
             A) of the Annual Report on Form U5S filed by Enron on May
             2, 2005, SEC File No. 030-00363 (as amended by Exhibit E,
            reflecting subsidiaries that have been dissolved or sold
since December 31, 2004).                   
Exhibit E         Enron subsidiaries that have been dissolved or sold since     
             December 31, 2004, as of May 24, 2005 (previously filed).
Exhibit F         Fifth Amended Joint Plan of Affiliated Debtors Pursuant       
            to Chapter 11 of the United States Bankruptcy Code dated
             January 9, 2004, incorporated by reference to Exhibit 2.1
               of the Enron Corp. Current Report on Form 8-K dated January
             9, 2004 (filed January 12, 2004, SEC File No. 001-13159).
Exhibit G         Disclosure Statement for Fifth Amended Joint Plan of          
           Affiliated Debtors Pursuant to Chapter 11 of the United
              States Bankruptcy Code dated January 9, 2004, incorporated
          by reference to Exhibit 2.2 of the Enron Corp. Current
               Report on Form 8-K dated January 9, 2004 (filed January 12,
2004, SEC File No. 001-13159).              

Exhibit H         Enron - Portland General tax allocation agreement,            
           incorporated by reference to Exhibit D(1) to the Annual
              Report on Form U5S filed by Enron on May 2, 2005, SEC File
No. 030-00363.                              
Exhibit I         Enron - Prisma tax matters agreement, incorporated by         
              reference to Exhibit D(2) to the Annual Report on Form U5S
          filed by Enron on May 2, 2005, SEC File No. 030-00363.

Item 7.   Information as to Environmental Effects                               

          None of the matters that are the subject of this Application involve a
"major federal action" nor do they "significantly affect the quality of human   
development" as those terms are used in section 102 (2)(c) of the National      
Environmental Policy Act. The matters that are the subject of this Application  
will not result in changes in the operation of Enron or its subsidiaries or     
affiliates that will have an impact on the environment. Enron is not aware of   
any federal agency that has prepared or is preparing an environmental impact    
statement with respect to the transaction.                                      

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 SIGNATURE

        Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this amended Application
to be signed on their behalf by the undersigned officers thereunto duly         
authorized.                                                                     

Date: July 28, 2005                                                             

                              ENRON CORP. on its behalf and on behalf of its
                 subsidiaries listed on Exhibit D.

             By:  /s/ Robert H. Walls, Jr.
                  ------------------------
             Name:    Robert H. Walls, Jr.
                     Title:   Executive Vice President and
General Counsel 

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EXHIBIT LIST

Exhibit A            Opinion of counsel.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘U-1/A’ Filing		Date		First		Last			Other Filings
		7/31/08		3
		7/31/06		3
		7/31/05		3
Filed on:		7/29/05
		7/28/05		31
		7/6/05		3					U-1/A
		6/30/05		15
		5/24/05		30
		5/23/05		13
		5/2/05		23		30			U5S
		4/6/05		3		8
		3/31/05		13
		3/10/05		8
		1/1/05		23
		12/31/04		6		30
		11/17/04		4		6			8-K
		8/31/04		23
		8/6/04		3					POS AMC
		7/15/04		4		19			8-K
		7/2/04		4					8-K
		3/9/04		3		9			8-K,  U-1/A,  U-57,  U5A
		2/3/04		16
		1/12/04		30					8-K
		1/9/04		4		30			8-K
		12/30/03		11		20
		12/22/03		20
		11/18/03		8					8-K
		10/24/03		23
		10/10/03		19
		9/29/03		20					8-K
		7/31/03		9		23
		7/24/03		23
		7/18/03		19					8-K
		6/30/03		22
		6/24/03		9
		4/10/03		27
		11/7/02		20
		5/16/02		20
		12/2/01		3					8-K
		9/12/01		20
		12/15/00		19
		11/2/00		20
		10/19/00		20
		10/5/00		24
		9/12/00		25
		7/23/99		22					S-3
		2/20/98		21
		7/2/97		6					8-B12B,  U-3A-2
		7/17/96		20
		6/18/96		20
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