Pricing supplement no. 3 Filing under Rule 424(b)(3)
dated December 6, 1999 Registration No. 333-64777
(To prospectus dated January 14, 1999)
$123,000,000
NORTHWEST NATURAL GAS COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(A SERIES OF FIRST MORTGAGE BONDS)
AND
UNSECURED MEDIUM-TERM NOTES, SERIES B
Due from Nine Months to 30 Years from Date of Issue
<TABLE>
<CAPTION>
<S> <C>
CUSIP No.: 66765R BF 2 Selling Agent(s): Merrill Lynch & Co. [x]
PaineWebber Incorporated ___
Secured X Unsecured
Stated interest rate (%): 7.63%
Principal amount ($): $20,000,000
Maturity date: December 9, 2019
Issue price (%): 100.000%
Original issue date: December 9, 1999
Selling Agent's commission (%): .750%
Interest payment dates: June 1 and December 1,
Proceeds to Company (%): 99.250% commencing June 1, 2000
Repayable at the option of holder: Yes No X Regular record dates: May 15 and November 15
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Repayment Date: Not Applicable Redeemable: Yes No X
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In whole
Repayment Price: Not Applicable In whole or in part
Election Period: Not Applicable Initial redemption date: Not Applicable
Other Terms: Not Applicable Initial redemption price: Not Applicable
Reduction Percentage: Not Applicable
Redemption limitation date: Not Applicable
Agency Transaction |X|*
or
Principal Transaction |_|*
Name of Principal(s): Not Applicable
</TABLE>
*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 January 14, 1999 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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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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