Pricing Supplement No. 3 Filing under Rule 424(b)(3)
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Dated July 29, 1997 Registration No. 333-15323
(To Prospectus dated May 1, 1997)
$165,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
CUSIP No.: 66765R AY 2
Secured X Unsecured
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Principal amount ($): $40,000,000
Issue price (%): 100.00%
Selling Agent's commission (%): .750%
Proceeds to Company (%): 99.250%
Repayable at the option of holder: Yes No X
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Repayment Date: Not Applicable
Repayment Price: Not Applicable
Election Period: Not Applicable
Other Terms: Not Applicable
Agency Transaction { }*
or
Principal Transaction ( X )*
Name of Principal(s): Merrill Lynch & Co. and PaineWebber Incorporated
Selling Agent(s): Merrill Lynch & Co. ( X )
PaineWebber Incorporated ( X )
Stated interest rate (%): 7.00%
Maturity date: August 1, 2017
Original issue date: August 1, 1997
Redeemable: Yes ( ) No ( X )
In whole
In whole or in part
Initial redemption date: Not Applicable
Initial redemption price: Not Applicable
Reduction Percentage: Not Applicable
Redemption limitation date: Not Applicable
*If the Agency Transaction box is checked, the Notes are being offered directly
by Northwest Natural Gas Company through any Agent, acting as agent for
Northwest Natural Gas Company. If the Principal Transaction box is checked,
however, the Notes have been sold to the Agent(s), as principal, for resale to
purchasers upon terms described in the Prospectus, dated May 1, 1997 and this
Pricing Supplement. If the Principal Transaction box is checked, the Notes are
being offered by the Agent(s), as principal, at a price to the public set forth
above under "Issue Price (%)"; the Notes were purchased by the Agent(s), as
principal, from Northwest Natural Gas Company at the price set forth above under
"Proceeds to Company (%)"; and the Agent(s) received a fee equal to the
difference, which is set forth above under "Selling Agent's commission (%)" as a
percentage of the principal amount of the Notes.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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