IDAHO POWER CO, DEF 14A, 1995-03-09

IDAHO POWER CO
DEF 14A, 1995-03-09
ELECTRIC SERVICES

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March 20, 1995

Dear Fellow Shareholder:

It is our pleasure to invite you to attend the 1995 Annual
Meeting of Shareholders to be held on May 3, 1995, at 2:00
P.M., local time, in the Auditorium, College of Southern
Idaho, 315 Falls Avenue, Twin Falls, Idaho. Your Board of
Directors and management look forward to personally greeting
those shareholders able to attend and invite you to meet two
new Directors.

Information about the business of the meeting and the
nominees for election as members of the Board of Directors is
set forth in the Notice of Meeting and the Proxy Statement on
the following pages. This year, you are asked to elect five
Directors and to ratify the appointment of an independent
auditor for the fiscal year ending December 31, 1995.

The utility industry is undergoing change, and our Company is
changing as well to meet the challenges of a competitive
future. Anticipating and responding to the competitive
future is critical to our continued viability and will
determine our success in increasing the value of your
investment. We will share with you changes in the industry
and discuss the rebuilding of our organization to provide
exceptional customer service, new opportunities for our
employees and long-term profitability for our investors.

YOUR VOTE IS IMPORTANT. YOU CAN BE SURE YOUR SHARES ARE
REPRESENTED AT THE MEETING BY PROMPTLY RETURNING YOUR
COMPLETED PROXY IN THE ENCLOSED ENVELOPE. You may revoke
your proxy prior to or at the meeting and may vote in person
if you wish.

Sincerely,

(Joseph W. Marshall) (L. R. Gunnoe)

Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and CEO President and COO<PAGE>

<PAGE>

March 20, 1995

Dear Fellow Shareholder:

YOUR VOTE IS IMPORTANT. EMPLOYEES ARE THE SINGLE LARGEST
HOLDER OF THE COMPANY'S COMMON STOCK. YOU CAN BE SURE YOUR
SHARES ARE REPRESENTED AT THE MEETING BY PROMPTLY RETURNING
YOUR COMPLETED PROXY IN THE ENCLOSED ENVELOPE. You may
revoke your proxy prior to or at the meeting and may vote in
person if you wish.

Sincerely,

(Joseph W. Marshall) (L. R. Gunnoe)

Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and CEO President and COO<PAGE>

<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 1995, AT TWIN FALLS, IDAHO

March 20, 1995

TO THE SHAREHOLDERS OF IDAHO POWER COMPANY:

The Annual Meeting of Shareholders of Idaho Power Company
will be held on May 3, 1995, at 2:00 P.M., local time, for
the following purposes:

1. to elect five Director nominees;
2. to ratify the selection of Deloitte & Touche LLP as
independent auditor for the fiscal year ending
December 31, 1995; and
3. to transact such other business that may properly come
before the meeting.

Shareholders of record at the close of business on March 15,
1995, are entitled to notice of and to vote at the meeting.

All shareholders are cordially invited to attend the Annual
Meeting in person. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
RETURN YOUR PROXY PROMPTLY. It is important that you mark,
sign, date and return the accompanying proxy, regardless of
the size of your holdings, as promptly as possible. A
self-addressed postage prepaid envelope is enclosed for you
to return the proxy card. Any shareholder returning a proxy
card who attends the meeting may vote in person by revoking
that proxy prior to or at the meeting.

By Order of the Board of Directors
Robert W. Stahman
Corporate Secretary

TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN COMPANY STOCK (COMMON OR PREFERRED) OTHER THAN THE
SHARES SHOWN ON THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY
IN A SEPARATE ENVELOPE FOR EACH SUCH HOLDING. PLEASE EXECUTE
AND RETURN EACH PROXY RECEIVED.<PAGE>

PROXY STATEMENT
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707

GENERAL

This Proxy Statement will first be sent to shareholders on or
about March 20, 1995.

The Proxy Statement and accompanying proxy card(s) are
furnished in connection with the solicitation of proxies on
behalf of the Board of Directors for use at the Annual
Meeting of Shareholders to be held on May 3, 1995, at 2:00
P.M., local time, in the Auditorium, College of Southern
Idaho, 315 Falls Avenue, Twin Falls, Idaho, and at any
adjournments thereof.

The cost of soliciting proxies will be paid by the Company.
Besides soliciting by mail, the Company may request the
return of proxies personally or by telephone, telegraph or
facsimile without extra compensation. Additionally,
solicitation of proxies from brokers, banks, nominees and
institutional investors will be made by Beacon Hill Partners,
Inc., at a cost to the Company of approximately $3,500 plus
out-of-pocket expenses. The Company will reimburse banks,
brokerage firms and other custodians, nominees and
fiduciaries for their expenses in sending proxy materials to
beneficial owners.

VOTING

Shareholders representing a majority of the voting power must
be represented at the meeting, in person or by proxy, to
constitute a quorum for transacting business. Assuming a
quorum is present, the affirmative vote by the holders of a
majority of the shares represented at the Annual Meeting and
entitled to vote will be required to act on the election of
Directors and ratification of independent auditor. In
accordance with the law of the State of Idaho, if a
shareholder abstains on any matter, that shareholder's shares
will not be voted on such matter. Thus, an abstention from
voting on any matter has the same legal effect as a vote
"against" the matter.

If no direction is given by a shareholder, proxies received
will be voted FOR Proposal 1, management's nominees for
Directors, and FOR Proposal 2, ratification of the selection
of Deloitte & Touche LLP as independent auditor for the year
1995.

The outstanding voting securities of the Company as of the
record date for the meeting are as follows: 174,026 shares
of 4% Preferred Stock, $100 par value, each share being
entitled to twenty votes; 150,000 shares of 7.68% Series,
Serial Preferred Stock, $100 par value, each share being
entitled to one vote; and 37,612,351 shares of Common Stock,
$2.50 par value, each share being entitled to one vote. The
aggregate voting power of outstanding voting securities is
41,242,871 votes.

It is the policy of the Company that all proxy cards and
ballots for shareholder meetings that identify shareholders,
including employees, are to be kept secret, and no such
document shall be available for examination nor shall the
identity and vote of any shareholder be disclosed to the
Company or to any third party. Proxy cards shall be returned
in envelopes addressed to the independent tabulator who
receives, inspects and tabulates the proxies. Individual
voted proxies and ballots are not seen by nor reported to the
Company except (i) as necessary to meet applicable legal
requirements, (ii) to allow the independent election
inspectors to certify the results of the shareholder vote,
(iii) in the event of a matter of significance where there is
a proxy solicitation in opposition to the Board of Directors,
based upon an opposition proxy statement filed with the
Securities and Exchange Commission, or (iv) to respond to
shareholders who have written comments on their proxies.

A proxy may be revoked at any time before it is voted at the
meeting. Any shareholder who attends the meeting and wishes
to vote in person may revoke his or her proxy by oral notice
at that time. Otherwise, revocation of a proxy must be
mailed to the Corporate Secretary of the Company at P. O. Box
70, Boise, Idaho 83707, and received prior to the meeting.

The close of business on March 15, 1995, is the record date
for determining shareholders entitled to notice of and to
vote at the meeting.

1. ELECTION OF DIRECTORS

The Company's Restated Articles of Incorporation provide that
the Directors of the Company be elected for three-year terms
with approximately one-third of the Board of Directors to be
elected at each Annual Meeting of Shareholders. The five
Directors identified below are nominees for election at the
1995 Annual Meeting. Four Directors are to be elected for a
term of three years. A fifth Director, Joseph W. Marshall,
will stand for election to serve for a term of two years.
The Board of Directors has eliminated one directorship. To
maintain the number of Directors in each of the three classes
as nearly equal in number as may be, the Restated Articles of
Incorporation call for the Board of Directors to apportion a
decrease in the number of Directors among the three classes.
With the change of Mr. Marshall's class, each class will have
four Directors. All nominees are currently Directors of the
Company.

Unless otherwise instructed proxies received will be voted in
favor of the election of the Director nominees. While it is
not expected that any of the nominees will be unable to
qualify or accept office, if for any reason one or more shall
be unable to do so, the proxies will be voted for nominees
selected by the Board of Directors.

NOMINEES FOR ELECTION
TERMS EXPIRE 1998

ROBERT D. BOLINDER Director and Executive Vice
President Corporate Planning and
Director since 1980 Development of Smith's Food &
Drug Centers, Inc. (since 1988);
Age 63 President of Robert D. Bolinder
Associates; director of Hannaford
Bros. Co. Inc.

JON H. MILLER Private Investor; formerly
President and Chief Operating
Director since 1988 Officer (1978-1990) and a
director (1977-1990) of Boise
Age 57 Cascade Corporation; director of
Specialty Paperboard Corporation.

GENE C. ROSE Former partner, now of counsel to
the law firm of Yturri, Rose,
Director since 1983 Burnham, Bentz & Helfrich.

Age 66

PHIL SOULEN President of Soulen Livestock Co.;
President of Weiser Feed &
Director since 1971 Storage, Inc.; director of West
One Bancorp.
Age 65

NOMINEE FOR ELECTION
TERM EXPIRES 1997

JOSEPH W. MARSHALL Chairman of the Board and Chief
Executive Officer of Idaho Power
Director since 1989 Company (1989 to present);
director of U. S. Bank of Idaho
Age 56 (since 1992).

CONTINUING DIRECTORS
TERMS EXPIRE 1996

ROGER L. BREEZLEY Private Investor and a director
of U.S. Bancorp; formerly
Director since 1993 Chairman of the Board
(1987-1994) and Chief Executive
Age 56 Officer (1987-1993) of U.S.
Bancorp.

JOHN B. CARLEY President (1984-present) and
Chief Operating Officer (since
Director since 1990 1990) and a director of
Albertson's, Inc (since 1979).
Age 61

JACK K. LEMLEY Director of Lemley & Associates,
Inc. (since 1987) and a director
Director since March 1995 of American Ecology Corp.

Age 59

EVELYN LOVELESS Chief Executive Officer (since
1992) and a director of Global,
Director since 1987 Inc.; director of Key Bank of
Idaho (since 1993); formerly
Age 61 President of Global, Inc (1989-
1992).

CONTINUING DIRECTORS
TERMS EXPIRE 1997

LARRY R. GUNNOE President and Chief Operating
Officer of Idaho Power Company
Director since 1990 (since 1990); formerly Vice
President - Distribution
Age 59 (1988-1990).

PETER T. JOHNSON Private Investor; former
Administrator of the Bonneville
Director since 1993 Power Administration
(1981-1986); director of
Age 62 Standard Insurance Company.

PETER S. O'NEILL President, O'Neill Enterprises
Inc. (since 1990); former
Director since March 1995 President of Columbia-
Willamette Development Co., a
Age 56 subsidiary of Portland General
Corp. (1988-1990); director of
BMC West Corporation.

<PAGE>

MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors held six meetings during 1994. All
incumbent Directors attended at least 75 percent of the total
meetings of the Board of Directors and all committees of
which they were members. The average attendance during 1994
at all meetings of the Board and all meetings of the
Committees of the Board was 97 percent. Board committees,
their membership during 1994 and a brief statement of their
principal responsibilities are presented below.

Executive Committee
The Executive Committee, pursuant to the Company's By-laws,
can exercise the authority of the full Board of Directors
which may be lawfully delegated between meetings of the full
Board in the management of the business affairs of the
Company. It also acts as a nominating committee to review
and make recommendations to the Board of Directors for
Director candidates to fill Board vacancies and to select
nominees for membership on Board committees. In addition, it
considers shareholder nominees for the Board of Directors for
whom written resumes are received prior to December 11 for
the next year's annual meeting. Members of the Committee are
Robert D. Bolinder (chairman), John B. Carley, Joseph W.
Marshall, Jon H. Miller and Gene C. Rose. During 1994, the
Executive Committee met three times.

Audit Committee
The function of the Audit Committee is to ascertain whether
the Company books and records are being kept in accordance
with sound accounting principles and applicable rules and
regulations. In addition, it reviews other services provided
by the independent auditor. The Committee also reviews the
plans and activities of the Internal Audit Department.
Members of the Committee are Gene C. Rose (chairman), Robert
D. Bolinder, Peter T. Johnson and George L. Coiner. During
1994, the Audit Committee met three times.

Compensation Committee
The purpose of the Compensation Committee is to assist the
Board of Directors in discharging its duties and
responsibilities regarding management of the Company's total
compensation philosophy, total compensation programs for
executives, senior managers and employees, and all other
compensation-related matters which properly come before the
Board of Directors. Members of the Committee are John B.
Carley (chairman), Peter T. Johnson, Evelyn Loveless and
Richard T. Norman. During 1994, the Compensation Committee
met seven times.

Finance Committee
The Finance Committee has authority to authorize and approve
the issuance and sale or contract for the sale of debt
securities and/or the call for redemption of debt securities
of the Company. Members of the Committee are Joseph W.
Marshall (chairman), Robert D. Bolinder, John B. Carley and
Jon H. Miller. During 1994, the Finance Committee did not
meet.

Investment Committee
The Investment Committee's function is to approve investment
guidelines for the pension fund managers and to meet with and
evaluate the performance of each fund manager. Members of
the Committee are Jon H. Miller (chairman), Roger L.
Breezley, James A. McClure, Phil Soulen and Larry R. Gunnoe.
During 1994, the Investment Committee met three times.

TRANSACTIONS WITH MANAGEMENT

For more than 30 years, the law firm of Yturri, Rose,
Burnham, Bentz & Helfrich has represented the Company from
time to time in legal proceedings in the State of Oregon
including regulatory matters before the Public Utility
Commission of Oregon. In 1994, the law firm was paid $51,284
for legal services. Gene C. Rose, a Director, is of counsel
to the firm.

In 1991, the Company entered into a contract with the
consulting firm of McClure, Gerard & Neuenschwander, Inc., to
advise the Company from time to time on certain federal
legislative and agency matters. In 1994, the firm was paid
$83,770 for such services. The law firm of Givens, Pursley &
Huntley also represents the Company from time to time on
various matters. In 1994, the law firm was paid $54,687 for
legal services. James A. McClure, a Director who retired in
December of last year, is president of the Washington, D. C.,
consulting firm, and is of counsel in the Givens, Pursley law
firm.

2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITOR

At the meeting, the shareholders will be asked to ratify the
selection by the Board of Directors of Deloitte & Touche LLP
as the firm of independent public accountants to audit the
financial statements of the Company for the fiscal year 1995.
This firm has conducted consolidated annual audits of the
Company for many years and is one of the world's largest
firms of independent certified public accountants. A
representative of Deloitte & Touche LLP is expected to be
present at the meeting and will have an opportunity to make a
statement and to respond to appropriate questions.

The Board of Directors unanimously recommends a vote FOR
Deloitte & Touche LLP as Independent Auditor.

3. OTHER BUSINESS

Neither the Board of Directors nor management intends to
bring before the meeting any business other than the matters
referred to in the Notice of Meeting and this Proxy
Statement. In addition, they have not been informed that any
other matter will be presented to the meeting by others. If
any other business comes before the meeting, or any
adjournment thereof, the persons named in the proxy will vote
on such matters according to their best judgment.

At the meeting, management will report on the Company's
business, and shareholders will have an opportunity to ask
questions.

<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following information sets forth the number of shares
beneficially owned on March 1, 1995, by the Directors and
nominees, by those Executive Officers named in the Summary
Compensation Table and by the Directors and Executive
Officers of the Company as a group:<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS*
<S> <C> <C> <C>
Common Stock Robert D. Bolinder 877 *
Common Stock Roger L. Breezley 539 *
Common Stock John B. Carley 2,326 *
Common Stock Larry R. Gunnoe 18,236 *
Common Stock Peter T. Johnson 2,000 *
Common Stock Jack K. Lemley 1,500 *
Common Stock Evelyn Loveless 1,008 *
Common Stock Joseph W. Marshall 19,876 *
Common Stock Jon H. Miller 500 *
Common Stock Peter S. O'Neill 0 *
Common Stock Gene C. Rose 2,095 *
Common Stock Phil Soulen 5,771 *
Common Stock Douglas H. Jackson 16,207 *
Common Stock J. LaMont Keen 7,590 *
Common Stock Jan B. Packwood 12,065 *
Common Stock All present Directors and
Executive Officers
as a group (19 persons) 129,544 .34
Preferred Stock All present Directors and
Executive Officers as a group
(19 persons) 89 .051
______________
*Less than 1 percent.
(1)Includes shares of Common Stock subject to forfeiture and restrictions on
transfer issued pursuant to the 1994 Restricted Stock Plan for officers and
executives of the Company.
</TABLE>

All Directors and Executive Officers have voting and
investment power for the shares held by them including shares
owned through the Employee Savings Plan and the Dividend
Reinvestment and Stock Purchase Plan.

Based solely upon a review of Company records and copies of
reports on Forms 3, 4 and 5 furnished to the Company or
written representations that no reports on Form 5 were
required, the Company believes that during 1994 all persons
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the
required reports on a timely basis except Mr. Soulen, who
filed a late report in February of 1995 for a 1989
transaction.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

REPORT OF COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee (Committee) of the Board of
Directors administers the Company's executive compensation
program. As such, the Committee is responsible for
recommending (1) the compensation philosophy, (2) executive
compensation plans that support the philosophy, and (3) the
appropriate levels of compensation for Executive Officers.
The Committee is composed of four independent, non-employee
Directors. Following the development of recommendations by
the Compensation Committee, all issues related to executive
compensation are submitted to the full Board of Directors for
approval. The Board approved, without modification, all
executive compensation recommendations of the Committee for
1994.

EXECUTIVE OFFICER COMPENSATION PHILOSOPHY

The compensation philosophy for Executive Officers is
consistent with the compensation philosophy the Company has
adopted for all employees. The Company's compensation
program is designed to:

1. manage employee compensation as an investment with the
expectation employees will contribute to the Company's
financial performance, its environmental record and
public reputation in the territory it serves and help
provide a positive return to shareholders;

2. be competitive with respect to those companies in the
markets in which we compete for employees, allowing the
Company to successfully attract and retain the qualified
employees necessary for long-term success;

3. recognize individuals for their demonstrated ability to
perform their position responsibilities; and

4. balance total compensation with the Company's ability to
pay.

EXECUTIVE OFFICER 1994 COMPENSATION

Salary ranges for Executive Officers are reviewed annually
and are supported by salary comparisons with similar
positions in electric utilities throughout the United States
with annual revenues ranging from $300 million to $600
million. The competitive point for executive compensation
for 1994 was targeted near the median of the salary levels
for executive officers of these utilities. Actual
compensation of individual Executive Officers is based upon
their levels of responsibility, experience in their
positions, prior experience, breadth of knowledge and job
performance. The electric utility group utilized by the
Committee to compare Executive Officer salaries is different
from the EEI 100 Electric Utilities Index group utilized by
the Company to compare the financial performance of the
Company with a nationally recognized industry standard. The
Committee believed that, for 1994, it was more appropriate to
compare Executive Officer salaries with electric utilities of
comparable revenues than with all electric utilities
regardless of size as represented in the EEI Electric
Utilities Index.

In November of 1993, the Committee recommended adjustments to
the 1994 salary ranges for the Executive Officer group based
on the annual Executive Officer compensation review
referenced above. Because Executive Officer salaries
remained low versus the comparison group, salary adjustments
for 1994 were higher, averaging approximately 10 percent, to
move them nearer (but slightly below) the median of the
comparison group. The Committee considered each of the
factors discussed above but did not assign a formal weighting
for each factor. During 1994, the Executive Officers
received only base salary compensation. The Company did not
have an incentive compensation plan for officers in 1994.

The Company has no policy regarding the deductibility of
qualifying compensation paid to Executive Officers under
Section 162(m) of the Internal Revenue Code.

CEO 1994 COMPENSATION

Mr. Marshall became Chief Executive Officer of the Company in
1989. In January of 1994, Mr. Marshall was granted a salary
increase of approximately 11 percent. The competitiveness of
Mr. Marshall's salary is reviewed annually based upon
comparisons with salaries of chief executive officers of
comparable utilities with annual revenues ranging from $300
million to $600 million. The competitive point for Mr.
Marshall's salary is targeted near the median of this
comparison. The actual 1994 salary adjustment for Mr.
Marshall is based on the level of his responsibilities, the
depth of his experience, his job performance and the overall
competitive level of his current compensation based on the
annual Executive Officer compensation review referenced above
and was near the median of salary levels for chief executive
officers of the comparison utility group. The Committee
considered each of these factors but did not assign a formal
weighting for each factor. During 1994, Mr. Marshall
received only base salary compensation. The Company did not
have an incentive plan for the Chief Executive Officer in
1994.

FUTURE PLANS

During 1994, the Committee, assisted by its executive
compensation consultant, completed its review of the
Company's executive total compensation (base salary, annual
and long-term incentives and retirement) program.
Based upon the results of this study, the Committee
recommended and the Board approved several modifications to
the executive total compensation program. The executive
total compensation program as modified is consistent with the
Executive Officer Compensation Philosophy and has been
implemented in 1995. The revised executive total
compensation program includes (1) the selection of a
different competitive market of comparable utilities with
annual revenues ranging from $500 million to $700 million,
(2) an executive annual incentive program, (3) an
equity-based long-term incentive program (the 1994
Restricted Stock Plan), and (4) a restructuring of the
Security Plan for Senior Management Employees (a
non-qualified deferred compensation program).

For 1995, the Committee has selected comparable utilities
with annual revenues ranging from $500 million to $700
million as the competitive market for executive officer total
compensation. This competitive market was selected by the
Committee because it is more representative of the Company's
revenues, size and complexity.

The Executive Annual Incentive Plan was implemented January
1, 1995. This program ties a portion of each executive's
compensation to achieving annual operational and financial
goals. These goals were designed to promote safety, control
capital expenditures, control operation and maintenance
expenses and increase annual earnings per share.

The 1994 Restricted Stock Plan ("Plan"), approved by
shareholders at the May 1994 Annual Meeting, was implemented
in January 1995 as an equity-based long-term incentive plan.
The performance-based grant approach and administrative
guidelines for the Plan were developed by the Committee
during 1994. The first grant under the Plan was made to all
officers in January 1995. For the first grant, the Committee
has selected a three-year restricted period beginning January
1, 1995, through December 31, 1997, with a single financial
performance goal of Cumulative Earnings Per Share ("CEPS").
To receive a final share award, each officer must be employed
by the Company, as an officer, during the entire restricted
period, and the Company must achieve the CEPS performance
goal established by the Board of Directors.

At the direction of the Committee, the Company's Security
Plan for Senior Management Employees was restructured to
align plan benefits with similar programs in other companies.
The plan, as redesigned, sets a targeted retirement
percentage of the executive's final average pay. The target
percentage is determined based on the number of years the
executive performs at a senior level in the Company. The
maximum retirement target percentage including the Security
Plan for Senior Management Employees and qualified Retirement
Plan benefits is 75 percent of the executive's final average
pay. This requires 30 years of Company service, with 25
years at a senior management level. The actual retirement
compensation for each executive will be determined by
developing the executive's target retirement percentage,
applying it to the executive's final average pay and
offsetting this amount by the executive's qualified
Retirement Plan benefit.

John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Richard T. Norman
<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
AWARDS PAYOUTS

OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION(1) AWARD(S) SARs PAYOUTS SATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
__________________ ____ _______ _____ _________ __________ __________ _______ _________

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph W. Marshall 1994 350,000 0 - 0 0 0 $6,000
Chairman of the Board 1993 315,000 0 - 0 0 0 $9,434
and Chief Executive 1992 300,000 0 - 0 0 0 $8,500
Officer

Larry R. Gunnoe 1994 220,000 0 - 0 0 0 $6,000
President and 1993 185,000 0 - 0 0 0 $7,400
Chief Operating Officer 1992 174,000 0 - 0 0 0 $6,670

Jan B. Packwood 1994 149,000 0 - 0 0 0 $5,960
Vice President- 1993 134,000 0 - 0 0 0 $2,624
Power Supply 1992 124,000 0 - 0 0 0 $3,513

Douglas H. Jackson 1994 145,000 0 - 0 0 0 $5,800
Vice President- 1993 130,000 0 - 0 0 0 $5,200
Distribution 1992 120,333 0 - 0 0 0 $4,612

J. LaMont Keen 1994 141,000 0 - 0 0 0 $5,640
Vice President 1993 127,000 0 - 0 0 0 $5,080
and Chief 1992 121,667 0 - 0 0 0 $4,660
Financial Officer
_____________

(1) The aggregate value of perks/personal benefits for each named Executive Officer is substantially
less than the minimum disclosure requirements.

(2) Represents the Company's contribution to the Employee Savings Plan (401-k plan).
</TABLE>
<PAGE>
<PAGE>
DIRECTOR COMPENSATION

Directors who are not employees of the Company receive $600
for each Board meeting and for each committee meeting
attended. In addition, non-employee Directors who are
chairmen of Board committees receive $1,200 per month; other
non-employee Directors receive $1,000 per month. The Company
permits Directors to defer all or a portion of any retainers
and meeting fees under a deferred compensation plan. Under
the plan, at retirement Directors may elect to receive one
lump-sum payment of all amounts deferred with interest, or a
series of up to 10 equal annual payments, depending upon the
specific deferral arrangement. A special account is
maintained on the Company's books showing the amounts
deferred and the interest accrued thereon. The Directors
participate in a non-qualified deferred compensation plan (a
non-qualified defined benefit plan for Directors) that is
financed by life insurance on the participants and provides,
upon retirement from the Board, for the payment of $17,500
per year for a period of 15 years.
<PAGE>
<PAGE>
PERFORMANCE GRAPH

The table shows a Comparison of Five-Year Cumulative Total
Shareholder Return for Idaho Power Company Common Stock, the
S&P 500 Index and the Edison Electric Institute (EEI) 100
Electric Utilities Index. In last year's proxy statement,
the Company used the Salomon Brothers 100 Electric Utilities
Index as its peer group index. Because Salomon Brothers has
changed the index, reducing the number of utilities to 65,
the Company has elected to use the Edison Electric Institute
100 Utility Index as a replacement. As required by the
Securities and Exchange Commission, data from both the EEI
Index and what was the Salomon Brothers 100 Index are shown
for comparison purposes. The data assumes that $100 was
invested on December 31, 1989, with beginning-of-period
weighting of the peer group indices (based on market
capitalization) and monthly compounding of returns. During
three of the last five years, the Company continued to
experience a period of prolonged drought conditions which
dramatically reduced hydroelectric generation and hampered
financial performance.

<TABLE>
<CAPTION>
EEI 100 Salomon Bros. 100
Idaho Power S & P 500 Electric Utilities Electric Utilities

RETIREMENT BENEFITS

The following table sets forth the estimated annual
retirement benefits payable under the Company's Retirement
Plan (a qualified defined benefit pension plan for all
regular employees), under the Company's Security Plan for
Senior Management Employees (a non-qualified defined benefit
plan for senior management employees) and under the Company's
Supplemental Employee Retirement Plan (a non-qualified plan
that provides benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits):
<PAGE>
<TABLE>
PENSION PLAN TABLE
<CAPTION>
REMUNERATION YEARS OF SERVICE
_____________________________________________________________________________

15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C>
$ 75,000 $ 45,000 $ 48,750 $ 52,500 $ 56,250 $ 56,250 $ 56,250
$100,000 $ 60,000 $ 65,000 $ 70,000 $ 75,000 $ 75,000 $ 75,000
$125,000 $ 75,000 $ 81,250 $ 87,500 $ 93,750 $ 93,750 $ 93,750
$150,000 $ 90,000 $ 97,500 $105,000 $112,500 $112,500 $112,500
$175,000 $105,000 $113,750 $122,500 $131,250 $131,250 $131,250
$200,000 $120,000 $130,000 $140,000 $150,000 $150,000 $150,000
$225,000 $135,000 $146,250 $157,500 $168,750 $168,750 $168,750
$250,000 $150,000 $162,500 $175,000 $187,500 $187,500 $187,500
$275,000 $165,000 $178,750 $192,500 $206,250 $206,250 $206,250
$300,000 $180,000 $195,000 $210,000 $225,000 $225,000 $225,000
$325,000 $195,000 $211,250 $227,500 $243,750 $243,750 $243,750
$350,000 $210,000 $227,500 $245,000 $262,500 $262,500 $262,500
$375,000 $225,000 $243,750 $262,500 $281,250 $281,250 $281,250
$400,000 $240,000 $260,000 $280,000 $300,000 $300,000 $300,000
$450,000 $270,000 $292,500 $315,000 $337,500 $337,500 $337,500
$500,000 $300,000 $325,000 $350,000 $375,000 $375,000 $375,000

</TABLE>
Benefits under the Retirement Plan for senior management
employees at normal retirement age are calculated on years of
credited service using the average of the highest five
consecutive years' salaries (as reported in the Summary
Compensation Table) in the last 10 years before retirement.
Benefits under the Security Plan for Senior Management
Employees are based upon a similar average of the highest
five consecutive years of total cash compensation in the last
10 years before retirement, a normal retirement age of 62
years, years of participation as a senior management
employee, and are payable over the participant's lifetime.
Generally, total retirement benefits from the Retirement Plan
and Security Plan for Senior Management Employees will range
from 60 percent to 75 percent of the participant's average
total compensation in the highest five consecutive years in
the last 10 years of employment. The Security Plan is
financed by life insurance on the participants and is
designed so that if assumptions made as to mortality
expectation, policy dividends and other factors are realized,
the Company will recover the cost of this plan. The Company
has a Supplemental Employee Retirement Plan (a non-qualified
plan that provides benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code
limitations on qualified plan benefits) (SERP). Mr.
Marshall, Chairman of the Board and Chief Executive
Officer, and Mr. Gunnoe, President and Chief Operating
Officer, are the only employees currently eligible for
benefits under the SERP. Benefits payable from the
Retirement Plan, the Security Plan and from the SERP are
included in the table above. Benefits shown above are not
subject to any deduction for Social Security benefits or
other offset amounts.

As of December 31, 1994, the final five-year average salaries
under the Retirement Plan for the five Executive Officers
named in the Summary Compensation Table are: Mr. Marshall,
$296,000; Mr. Gunnoe, $173,400; Mr. Packwood, $124,000; Mr.
Jackson, $116,333; and Mr. Keen, $114,067. Years of credited
service under the Retirement Plan and years of participation
as a senior management employee are, respectively: Mr.
Marshall, 25, 18; Mr. Gunnoe, 26, 19; Mr. Packwood, 25, 18;
Mr. Jackson, 38, 18; and Mr. Keen, 21, 12.

ANNUAL REPORT

The Company's 1994 annual report to shareholders, including
financial statements for 1992, 1993 and 1994, was mailed on
or about March 13, 1995, to all shareholders of record, and
copies have been mailed to all persons becoming shareholders
of record up to and including the stock record date for the
meeting.

SHAREHOLDER PROPOSALS

Any proposal which a shareholder intends to present for
action at the Company's 1996 Annual Meeting must be received
by the Corporate Secretary of the Company at the Company's
general office by 5:00 P. M. on or before November 21, 1995,
if it is to be considered for inclusion in the Proxy
Statement and proxy card(s) for the Annual Meeting of
Shareholders.

It is requested that each shareholder who cannot attend the
meeting send in his or her proxy or proxies without delay.<PAGE>
<PAGE>
PROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 3, 1995

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT
MARKED, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN THE ACCOMPANYING PROXY STATEMENT AND "FOR" PROPOSAL
(2) ON THE REVERSE.

The undersigned hereby appoints Joseph W. Marshall and Robert
W. Stahman, and each of them, proxies with full power of
substitution to vote for the undersigned at the Annual
Meeting of Shareholders of Idaho Power Company, and at any
adjournments thereof, on the matters set forth in the Proxy
Statement and such other matters as may come before the
meeting; and hereby directs that this proxy be voted in
accordance with the instructions herein.

PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. PERSONS SIGNING IN REPRESENTATIVE CAPACITY
SHOULD INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH
OWNERS SHOULD SIGN.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
REGARDING:

(1) ELECTION OF DIRECTORS: ROBERT D. BOLINDER, JON H. MILLER,
GENE C. ROSE, PHIL SOULEN, JOSEPH W. MARSHALL

FOR WITHHOLD
All nominees listed above / / Authority to vote for / /
(except as marked to the all nominees listed above
contrary to the right)

(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name on the line
provided below.)

_________________________________________________________

(2) Proposal to ratify the selection of Deloitte & Touche LLP
as Independent Auditor

FOR / / AGAINST / / ABSTAIN / /

If you wish to have any comments forwarded to the Company,
you must mark this box and then write your comments on the
reverse side of this form. / /

______________ ___________ PLEASE MARK ALL CHOICES
ACCOUNT NUMBER SHARES LIKE THIS /X/

SIGNATURE _________________________ DATE __________