8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                  APRIL 2, 2003

                Date of Report (Date of earliest event reported)

                                [NW NATURAL LOGO]

                          NORTHWEST NATURAL GAS COMPANY

             (Exact name of registrant as specified in its charter)


                            Commission File No. 0-994

OREGON                                                       93-0256722
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209
               (Address of principal executive offices) (Zip Code)

       Registrant's Telephone Number, including area code: (503) 226-4211





ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits:

     99.1 - Press Release of Northwest Natural Gas Company issued April 2, 2003.

ITEM 9.  REGULATION FD DISCLOSURE

Northwest Natural Gas Company (the Company) issued a press release on April 2,
2003 stating, among other things, that it had lowered its earnings guidance for
the quarter ended March 31, 2003, to $0.95-$1.00 a share, due to much warmer
than average weather in such quarter. The Company's previous earnings guidance
for the first quarter was $1.05-$1.15 a share, an estimate that assumed average
weather conditions for the quarter. A copy of the press release is attached
hereto as Exhibit 99.1.

FORWARD-LOOKING STATEMENTS
- --------------------------

This report and other presentations made by the Company from time to time may
contain forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or
performance, and other statements that are other than statements of historical
facts. The Company's expectations, beliefs and projections are expressed in good
faith and are believed to have a reasonable basis. However, each such
forward-looking statement involves uncertainties and is qualified in its
entirety by reference to the following important factors, among others, that
could cause the actual results of the Company to differ materially from those
projected in such forward-looking statements: (i) prevailing state and federal
governmental policies and regulatory actions, including those of the Oregon
Public Utility Commission and the Washington Utilities and Transportation
Commission, with respect to allowed rates of return, industry and rate
structure, purchased gas and investment recovery, acquisitions and dispositions
of assets and facilities, operation and construction of plant facilities, the
maintenance of pipeline integrity, present or prospective wholesale and retail
competition, changes in tax laws and policies and changes in and compliance with
environmental and safety laws, regulations and policies; (ii) weather conditions
and other natural phenomena; (iii) unanticipated population growth or decline,
and changes in market demand and demographic patterns; (iv) competition for
retail and wholesale customers; (v) pricing of natural gas relative to other
energy sources; (vi) risks resulting from uninsured property damage to Company
property, intentional or otherwise; (vii) unanticipated changes in interest or
foreign currency exchange rates or in rates of inflation; (viii) economic
factors that could cause a severe downturn in certain key industries, thus
affecting demand for natural gas; (ix) unanticipated changes in operating
expenses and capital expenditures; (x) unanticipated changes in future
liabilities relating to employee benefit plans; (xi) capital market conditions,
including their effect on pension costs; (xii) competition for new energy
development opportunities; (xiii) potential inability to obtain permits, rights
of way, easements or other necessary authority to construct pipelines or other
system expansions; and (xiv) legal and administrative proceedings and
settlements. All subsequent forward-looking statements, whether written or oral
and whether made by or on behalf of the Company, also are expressly qualified by
these cautionary statements.





Any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for the Company to
predict all such factors, nor can it assess the impact of each such factor or
the extent to which any factor, or combination of factors, may cause results to
differ materially from those contained in any forward-looking statement.





                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         NORTHWEST NATURAL GAS COMPANY
                                         (Registrant)


Dated: April 3, 2003                     /s/ Bruce R. DeBolt
                                         -----------------------------
                                         Senior Vice President and
                                         Chief Financial Officer





                                  EXHIBIT INDEX


Exhibits          Description

99.1     -  Press Release of Northwest Natural Gas Company issued April 2, 2003.

EX-99

NEWS RELEASE

                                                 April 2, 2003

FOR RELEASE AT 6:00 A.M. EST WEDNESDAY, APRIL 2, 2003

NWN LOWERS EARNINGS GUIDANCE, ANNOUNCES CONFERENCE CALL TO REVIEW FINANCIAL
RESULTS FOR QUARTER ENDED MARCH 31, 2003

     PORTLAND, Ore. - Northwest Natural Gas Company (NYSE: NWN), dba NW Natural,
today lowered its earnings guidance for the quarter ended March 31, 2003, to
$0.95-$1.00 a share, due to much warmer than average weather in the quarter. The
Company's previous earnings guidance for the first quarter was $1.05-$1.15 a
share, an estimate that assumed average weather conditions for the quarter.

     The Company reported in February that the El Nino weather pattern that
affected the western U.S. in December 2002 had continued in place in early 2003,
such that January weather in NW Natural's service area was 15 percent warmer
than average. Temperatures in the first quarter as a whole were 8 percent warmer
than average and 12 percent warmer than in the first quarter of 2002.

     Based on the new estimate for the first quarter, NW Natural also lowered
its guidance for the full year 2003 to $1.60-$1.75 a share, down from
$1.70-$1.85 a share. This estimate assumes average weather for the balance of
the year.

     Pre-closing estimates of gas sales in the weather-sensitive residential and
commercial classes in the first quarter were down about 25-30 million therms, or
10-12 percent, from NW Natural's forecasted sales based on average weather. The
Company was able to offset a portion of the margin loss caused by the warm
weather, however, by selling a portion of its unused gas supplies in the first
quarter to off-system customers at a gain. When NW Natural arranged for this
year's gas supply portfolio last summer, it locked in the prices on more than 90
percent of its gas supplies at levels lower than the prevailing market prices
during the first quarter of this year. It achieved this advantage through a
combination of fixed-price contracts, commodity swaps and the use of gas from
its underground gas storage facility. Under a regulatory mechanism in Oregon, NW
Natural retains one-third of the gain from these sales and distributes the other
two-thirds of the gain to its customers.

     NW Natural filed a general rate case in Oregon in November 2002 and expects
new rates to be in effect during the fourth quarter of 2003. The filing with the
Oregon Public Utility Commission (OPUC) includes a proposal for a weather
normalization mechanism that would reduce the Company's financial exposure if





weather is significantly warmer than average, as well as its customers' exposure
to high gas bills if weather is significantly colder than average. Weather
normalization rate treatment, if approved by the OPUC for NW Natural, would be
applied on a prospective basis.

Dividends Declared
- ------------------

     The Board of Directors of NW Natural has declared a quarterly dividend of
31.5 cents a share on the Company's common stock as well as regular quarterly
dividends on its preferred stock. The dividends will be paid on May 15, 2003, to
shareholders of record on April 30, 2003.

Conference Call Arrangements
- ----------------------------

     NW Natural will issue a press release at 6:00 a.m. EDT on Thursday, May 1,
reporting earnings for the three months ended March 31, 2003.

     NW Natural will conduct a conference call and Webcast starting at 11:00
a.m. EDT (8:00 a.m. Pacific Time) on May 1 to review the Company's first quarter
financial results as well as updated prospects for the balance of the year.

     To hear the conference call live, please call 877.314.6211, or 706.679.5264
for callers outside the United States. Participants will be asked for their
name, company name, the name of the conference they will be joining ("NW
Natural") and their phone number. A replay of the call will be available two
hours after completion of the conference on May 1 and until Thursday, May 15.

     To hear the conference by Webcast, log on to NW Natural's corporate Website
at www.nwnatural.com and select the Webcast icon on the home page. A replay of
the Webcast will be available two hours after the conference concludes.

     NOTE: This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. The Company's
future operating results will be affected by various uncertainties and risk
factors, many of which are beyond the Company's control, including governmental
policy and regulatory action, the competitive environment and economic factors,
as well as weather conditions. For a more complete description of these
uncertainties and risk factors, see the Company's filing with the Securities and
Exchange Commission on Form 10-K for the year ended Dec. 31, 2002.

                                       -0-

PRESS CONTACT:       Steve Sechrist
                     503/226-4211 Ext. 3517

INVESTOR CONTACT:    James Boehlke
                     503/721-2451
                     503/226-4211 Ext. 2451