IDAHO POWER CO, PRE 14A, 1996-03-15

IDAHO POWER CO
PRE 14A, 1996-03-15
ELECTRIC SERVICES

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

IDAHO POWER COMPANY
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:
_________________________________________

2) Aggregate number of securities to which transaction
applies:
__________________________________________

3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11: (1)

4) Proposed maximum aggregate value of transaction:
_____________________________________________

5) Total fee paid:
_____________________________________________

(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
_____________________________________

2) Form, Schedule or Registration Statement No.:
______________________________________

3) Filing Party:
______________________________________

4) Date Filed:
______________________________________<PAGE>
<PAGE>

March 20, 1996

Dear Fellow Shareholder:

It is our pleasure to invite you to attend the 1996 Annual
Meeting of Shareholders to be held on May 1, 1996, at 2:00
P.M., local time, at the Boise Centre on the Grove, 850 West
Front Street, Boise, Idaho. Your Board of Directors and
management look forward to personally greeting those
shareholders able to attend.

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 four
Directors and to ratify the appointment of an independent
auditor for the fiscal year ending December 31, 1996.

The utility industry continues to undergo change, and our
Company is changing 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 meet the
challenges of competition.

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, 1996

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 1, 1996, AT BOISE, IDAHO

March 20, 1996

TO THE SHAREHOLDERS OF IDAHO POWER COMPANY:

The Annual Meeting of Shareholders of Idaho Power Company
will be held on May 1, 1996, at 2:00 P.M., local time, for
the following purposes:

1. to elect four Director nominees;
2. to ratify the selection of Deloitte & Touche LLP as
independent auditor for the fiscal year ending
December 31, 1996; and
3. to transact such other business that may properly come
before the meeting.

Shareholders of record at the close of business on March 13,
1996, 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 83707-0070

GENERAL

This Proxy Statement will first be sent to shareholders on or
about March 20, 1996.

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 1, 1996, at 2:00
P.M., local time, at the Boise Centre on the Grove, 850 West
Front Street, Boise, Idaho 83702, 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
1996.

The outstanding voting securities of the Company as of the
record date for the meeting are as follows: 171,513 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
41,192,611 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 13, 1996, 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 four
Directors identified below are nominees for election at the
1996 Annual Meeting. 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 for 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 1999

(PHOTO)
ROGER L. BREEZLEY Private Investor; formerly a
director (1983-1995), Chairman
Director since 1993 of the Board (1987-1994) and
Chief Executive Officer (1987-
Age 57 (1993) of U. S. Bancorp.

(PHOTO)
JOHN B. CARLEY Chairman of the Executive
Committee of the Board of
Director since 1990 Directors (1996) of Albertson's,
Inc.; formerly President (1984-
Age 62 1996) and Chief Operating
Officer (1990-1996) of
Albertson's, Inc.; director of
Boise Cascade Office Products
Co.

(PHOTO)
JACK K. LEMLEY Director of Lemley & Associates,
Inc. (since 1987) and Chairman
Director since 1995 of the Board and Chief Executive
Officer of American Ecology
Age 60 Corp.

(PHOTO)
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 62 President of Global, Inc (1989-
1992).

NOMINEE FOR ELECTION
TERM EXPIRES 1997

(PHOTO)
LARRY R. GUNNOE President and Chief Operating
Officer of Idaho Power Company
Director since 1990 (since 1990); formerly Vice
President - Distribution
Age 60 (1988-1990).

(PHOTO)
PETER T. JOHNSON Private Investor; former
Administrator of the Bonneville
Director since 1993 Power Administration
(1981-1986); director of
Age 63 Standard Insurance Company.

(PHOTO)
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 57 (since 1992).

(PHOTO)
PETER S. O'NEILL President, O'Neill Enterprises
Inc. (since 1990); director of
Director since March 1995 BMC West Corporation.

Age 59

CONTINUING DIRECTORS
TERMS EXPIRE 1998

(PHOTO)
ROBERT D. BOLINDER Director and Executive Vice
President-Corporate Development
Director since 1980 and Planning of Smith's Food &
Drug Centers, Inc. (since 1988);
Age 64 President of Robert D. Bolinder
Associates; director of Hannaford
Bros. Co. Inc.

(PHOTO)
JON H. MILLER Private Investor; formerly
President and Chief Operating
Director since 1988 Officer (1978-1990) and a
director (1977-1990) of Boise
Age 58 Cascade Corporation; director of
Specialty Paperboard Corporation.

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

Age 67

(PHOTO)
PHIL SOULEN President of Soulen Livestock Co.;
President of Weiser Feed &
Director since 1971 Storage, Inc.

Age 66

<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors held six meetings during 1995. All
incumbent Directors with the exception of Mr. Breezley
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 1995 at all meetings
of the Board and all meetings of the Committees of the Board
was 92 percent. Board committees, their membership during
1995 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 1995, the
Executive Committee met twice.

Audit Committee
The primary function of the Audit Committee is to assist the
Board of Directors in fulfilling its oversight
responsibilities by reviewing the financial information which
will be provided to the shareholders and others, the systems
of internal controls which management and the Board have
established, the audit process and services provided by the
independent auditors, the plans and activities of the
Internal Audit Department and the conducting of business
under the Business Conduct Guide. Members of the Committee
are Gene C. Rose (chairman), Robert D. Bolinder, Peter T.
Johnson and Jack K. Lemley. During 1995, the Audit Committee
met three times.

Compensation Committee
The primary function 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
Peter S. O'Neill. During 1995, the Compensation Committee
met twice.

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 1995, the Finance Committee did not
meet.

Investment Committee
The primary function of the Investment Committee is to assist
the Board of Directors in fulfilling its oversight
responsibilities to participants and beneficiaries under the
Retirement Plan and to the Company's shareholders by
reviewing Plan design, formulating investment philosophies
and establishing investment policies, establishing
performance measurement objectives and benchmarks, monitoring
the performance of investment managers, trustees, independent
consultants and consulting actuaries to the Plan, reviewing
sufficiency of Plan assets to cover liabilities and reviewing
compliance with all applicable laws and regulations
pertaining to the Plan. Members of the Committee are Jon H.
Miller (chairman), Roger L. Breezley, Phil Soulen and Larry
R. Gunnoe. During 1995, 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 1995, the law firm was paid
$62,494.77 for legal services. Gene C. Rose, a Director, is
of counsel to the firm.

See Compensation Committee Interlocks and Insider
Participation for additional information regarding Mr.
O'Neill.

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 1996.
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. The Board of Directors is aware that
a shareholder may present at the meeting a proposal
requesting that the Company extend its confidential
shareholder voting policy to a situation where there is
a solicitation of proxies in opposition to the Board of
Directors. If the proposal is properly brought before
the meeting, or any adjournment thereof, it is intended
that the persons named in the proxy will use their
discretionary authority to vote against such proposal.
If any other business should properly come before the
meeting, or any adjournment thereof, the persons named
in the proxy will vote on such matters according to
their best judgment. The Company is also aware that
this same shareholder has filed preliminary solicitation
materials with the Securities and Exchange Commission
and may solicit proxies with respect to its proposal.
Should that occur, the Company may send or deliver
additional proxy materials to shareholders.

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, 1996, 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 578 *
Common Stock John B. Carley 2,493 *
Common Stock Larry R. Gunnoe 22,133 *
Common Stock Peter T. Johnson 2,000 *
Common Stock Jack K. Lemley 1,500 *
Common Stock Evelyn Loveless 1,081 *
Common Stock Joseph W. Marshall 24,887 *
Common Stock Jon H. Miller 500 *
Common Stock Peter S. O'Neill 0 *
Common Stock Gene C. Rose 2,210 *
Common Stock Phil Soulen 5,771 *
Common Stock Douglas H. Jackson 19,240 *
Common Stock J. LaMont Keen 9,323 *
Common Stock Jan B. Packwood 13,897 *
Common Stock All present Directors and
Executive Officers
as a group (18 persons) 139,210 .37
Preferred Stock All present Directors and
Executive Officers as a group
(18 persons) 0 0
______________
*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 1995 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. Minor, who
filed a late Form 3 following his appointment as Senior
Manager of Human Resources on October 1, 1995.

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 consisted of four independent, non-employee
Directors. Following the development of recommendations by
the Compensation Committee, certain issues related to
executive compensation are submitted to the full Board of
Directors for approval. The Board approved, without
modification, those executive compensation recommendations of
the Committee submitted to the Board for 1995.

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 the Company competes 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

As part of its review of the Company's executive total
compensation program (base salary, annual and long term
incentives and retirement) completed during 1994, the
Committee studied the appropriate competitive market for
executive compensation. The previous competitive market was
electric utilities with revenues of $300 to 600 million
annually. After review, the Committee concluded that this
market did not appropriately reflect the size and complexity
of the Company due to its hydro production base and low cost
rate structure. In November 1994, the Committee selected
comparable utilities with annual revenues ranging from $500
million to $700 million as the new competitive market for
executive total compensation. The Committee believes this
competitive market to be more representative of the Company's
size and complexity while still reflective of the Company's
revenues.

EXECUTIVE OFFICER 1995 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 $500 million to $700
million. The competitive point for executive compensation
for 1995 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 1995, it was more appropriate to
compare Executive Officer salaries with electric utilities of
comparable revenues, size and complexity than with all
electric utilities regardless of size as represented in the
EEI Electric Utilities Index.

In November of 1994, the Committee recommended adjustments to
the 1995 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 1995 averaged approximately 6 percent, to move them
nearer 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.

The Company implemented the Executive Annual Incentive Plan
(Executive Incentive Plan) on January 1, 1995. This plan
ties a portion of each executive's annual compensation to
achieving annual operational and financial goals. For 1995,
the Incentive Plan required a threshold level of Company
financial performance (earnings per share at or above $1.87)
before any incentive compensation is paid to executives. The
incentive awards are based upon pre-established performance
goals designed to promote safety, control capital
expenditures, control operation and maintenance expenses and
increase annual earnings per share. Each goal is designed
with a minimum, target and maximum performance payout level
and is weighted evenly at 25 percent for each of the four
goals. The safety goal measures Company performance in four
areas cumulative accidents (80 or less), lost time accidents
(20 or less), lost time hours (1,600 or less) and no employee
fatalities. In the safety area, the level of payout is based
on the number of goals achieved. The financial goals measure
Company performance in three areas capital expenditures
(minimum $98.5 million, target $96.8 million and maximum
$95.2 million), other operational and maintenance expenses
(minimum $181.2 million, target $178.2 million and maximum
$175.2 million) and earnings per share (minimum $1.87, target
$1.92 and maximum $1.97). The award opportunities vary by
position as a percentage of base salary with the award
opportunities for the first seven executive officers ranging
from a minimum of 6.5 percent to a maximum of 19.5 percent
and the other executive officers having award opportunities
ranging from a minimum of 4.5 percent to a maximum of 13.5
percent. The target award level was established, based upon
a review of the comparison group, at a level below the median
target levels among the comparison group. In 1995, the
Company achieved the maximum level of performance for each
goal area, and as a result, executive officers will receive
the maximum award under the Incentive Plan. Awards under the
Executive Incentive Plan are reflected in the bonus column of
the Summary Compensation Table.

The 1994 Restricted Stock Plan (Restricted Stock Plan),
approved by shareholders at the May 1994 Annual Meeting, was
implemented in January 1995 as an equity-based long-term
incentive plan. The first grant under the Plan was made to
all officers in January 1995. For the first grant, the
Committee 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) designed with a minimum, target and maximum
performance payout level. To receive a final share award
after the restricted period ends, 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. The
restricted stock grant percentage (a percentage of base
salary converted into shares of stock based upon the closing
stock price for a share of Company common stock on
December 31, 1994) varied by position with the percentage for
the Chief Executive Officer and the President and Chief
Operating Officer ranging from a minimum of 9 percent to a
maximum of 27 percent. For the next tier of five executive
officers, the percentage ranges from a minimum of 6 percent
to a maximum of 18 percent with the final two executive
officers having a grant percentage ranging from a minimum of
4 percent to a maximum of 12 percent. The target grant
percentages were established, based upon a review of the
comparison group, at a level below the median target levels
among the comparison group.

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 1995 COMPENSATION

Mr. Marshall became Chief Executive Officer of the Company in
1989. In January of 1995, Mr. Marshall was granted a salary
increase of approximately 7 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 $500
million to $700 million. The competitive point for Mr.
Marshall's salary is targeted near the median of this
comparison. The actual 1995 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. Mr. Marshall is a participant
under the Executive Incentive Plan with a 1995 award
opportunity ranging from a minimum of 6.5 percent to a
maximum of 19.5 percent of base salary. This award level was
established based upon the Executive Officer compensation
review referenced above and was approximately two-thirds of
the median level of award opportunities for chief executive
officers of the comparison utility group. In 1995, the
Company achieved the maximum level of performance for each
goal area, and as a result, Mr. Marshall will receive an
award under the Executive Incentive Plan of 19.5 percent of
his base salary. This award is reflected in the bonus column
of the Summary Compensation Table. In addition, Mr. Marshall
is a participant in the Restricted Stock Plan as discussed
above and received a stock grant at the target level of 18
percent in 1995 and will receive a final share award after
the restricted period ends if he remains employed by the
Company as an officer during the entire restricted period and
the Company achieves its CEPS performance goal established by
the Board of Directors.

John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Peter S. O'Neill
<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 1995 375,000 73,125 - 75,200 0 0 $6,000
Chairman of the Board 1994 350,000 0 - 0 0 0 $6,000
and Chief Executive 1993 315,000 0 - 0 0 0 $9,434
Officer

Larry R. Gunnoe 1995 240,000 46,800 - 50,760 0 0 $6,000
President and 1994 220,000 0 - 0 0 0 $6,000
Chief Operating Officer 1993 185,000 0 - 0 0 0 $7,400

Jan B. Packwood 1995 155,000 30,225 - 23,970 0 0 $6,000
Vice President- 1994 149,000 0 - 0 0 0 $5,960
Power Supply 1993 134,000 0 - 0 0 0 $2,624

Douglas H. Jackson 1995 155,000 30,225 - 23,970 0 0 $6,000
Vice President- 1994 145,000 0 - 0 0 0 $5,800
Distribution 1993 130,000 0 - 0 0 0 $5,200

J. LaMont Keen 1995 152,000 29,640 - 23,970 0 0 $6,000
Vice President 1994 141,000 0 - 0 0 0 $5,640
and Chief 1993 127,000 0 - 0 0 0 $5,080
Financial Officer
_____________

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

(2) These dollar amounts represent 3,200 shares for Mr. Marshall, 2,160
shares for Mr. Gunnoe and 1,020 shares each for Messrs. Packwood, Jackson and
Keen, times the price per share of Company common stock as of December 31,
1994. Each officer receives non-preferential dividends on the shares. The
value of the shares at December 31, 1995, was $96,000 for Mr. Marshall,
$64,800 for Mr. Gunnoe, and $30,600 each for Messrs. Packwood, Jackson and
Keen.

(3) 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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee for 1995 were John
B. Carley, Peter T. Johnson, Evelyn Loveless and Peter S.
O'Neill. O'Neill Enterprises, of which Mr. O'Neill is
president, is the developer of the Surprise Valley
Partnership developing a residential community in southeast
Boise. In 1995, the Company executed agreements selling and
leasing land to the Surprise Valley Partnership. The Company
purchased the land in 1957. In February of 1995, the Company
sold approximately 9.75 acres for $81,500 and relinquished an
adjacent utility easement for $13,087. The price was based
on fair market value established by independent appraisers.
The Company's appraisal was provided by Nelson & Hastings,
Real Estate Appraisers and Consultants, with Brad Janoush
Appraisal M.A.I. providing the appraisal for Surprise Valley
Partnership. In May of 1995, the Company entered into an
agreement leasing approximately 48.21 acres to Surprise
Valley Partnership for 10 years at a monthly rate of
$1,118.75. The lease payments were based on an 8 percent
return on fair market value with the fair market value of the
leased land determined by the appraisers mentioned above.
<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. The data assumes that $100 was
invested on December 31, 1990, with beginning-of-period
weighting of the peer group indices (based on market
capitalization) and monthly compounding of returns.

<TABLE>
<CAPTION>
EEI 100
Idaho Power S & P 500 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' salary plus bonus (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 salary plus bonus 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
salary plus bonus 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, 1995, the final five-year average salary
plus bonus under the retirement plans as referred to above
for the five Executive Officers named in the Summary
Compensation Table are: Mr. Marshall, $324,000; Mr. Gunnoe,
$195,400; Mr. Packwood, $135,400; Mr. Jackson, $130,733; and
Mr. Keen, $127,667. Years of credited service under the
Retirement Plan and years of participation as a senior
management employee are, respectively: Mr. Marshall, 26, 19;
Mr. Gunnoe, 27, 20; Mr. Packwood, 26, 19; Mr. Jackson, 39,
19; and Mr. Keen, 22, 13.

ANNUAL REPORT

The Company's 1995 annual report to shareholders, including
financial statements for 1993, 1994 and 1995, was mailed on
or about March 13, 1996, 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. The rules of the Securities and Exchange Commission
require that an annual report accompany or precede the proxy
materials. However, no more than one annual report need be
sent to the same address. If more than one annual report is
being sent to your address and you wish to reduce the number
of annual reports you receive, please mark the Discontinue
Annual Report Mailing box in the Special Action area on the
proxy card.

SHAREHOLDER PROPOSALS

Any proposal which a shareholder intends to present for
action at the Company's 1997 Annual Meeting must be received
by the Corporate Secretary of the Company at the Company's
corporate sheadquarters by 5:00 P. M. on or before November
20, 1996, 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 1, 1996

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 SIDE.

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. PLEASE SO INDICATE FOLLOWING YOUR SIGNATURE IF
YOU ARE SIGNING IN REPRESENTATIVE CAPACITY. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.

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

(1) ELECTION OF DIRECTORS: ROGER L. BREEZLEY, JOHN B.
CARLEY, JACK K. LEMLEY, EVELYN LOVELESS

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. / /

Special Action
Discontinue Annual Report mailing for this account / /

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

SIGNATURE _________________________ DATE __________