PACIFICORP /OR/, S-3/A, 1994-10-14

PACIFICORP /OR/
S-3/A, 1994-10-14
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 1994
Registration No. 33-55309
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________

PACIFICORP DELAWARE, L.P. PACIFICORP
(EXACT NAME OF REGISTRANT (EXACT NAME OF REGISTRANT
AS SPECIFIED IN CHARTER) AS SPECIFIED IN CHARTER)

DELAWARE OREGON
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)

93-1151704 93-0246090
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)

RICHARD T. O'BRIEN RICHARD T. O'BRIEN
VICE PRESIDENT VICE PRESIDENT
PACIFICORP PACIFICORP
700 NE MULTNOMAH, SUITE 1600 700 NE MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232 PORTLAND, OREGON 97232
503-731-2000 503-731-2000
(ADDRESS, INCLUDING ZIP CODE, (ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES PRINCIPAL EXECUTIVE OFFICES
AND AGENT FOR SERVICE) AND AGENT FOR SERVICE)
___________________________

It is respectfully requested that the Commission send copies of all
notices, orders and communications to:

STOEL RIVES BOLEY WINTHROP, STIMSON, PUTNAM
JONES & GREY & ROBERTS
700 NE MULTNOMAH, SUITE 950 ONE BATTERY PARK PLAZA
PORTLAND, OREGON 97232-4109 NEW YORK, NEW YORK 10004-1490
ATTENTION OF JOHN M. SCHWEITZER ATTENTION OF C. PAYSON COLEMAN, JR.
(503) 872-4821 (212) 858-1426
___________________________

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time
after the effective date of the Registration Statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. /_/

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
___________________________
<TABLE>

CALCULATION OF REGISTRATION FEE
===========================================================================
<CAPTION>
Proposed Proposed
Title of each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
Being Registered Registered(1) Per Unit(1)(2)(3) Offering Price(1)(2)(3) Fee(4)
<S> <C> <C> <C> <C>
_________________________________________________________________________________________________________________

PacifiCorp Delaware,
L.P. Preferred Securities . .
_________________________________________________________________________________________________________________

PacifiCorp Junior
Subordinated Debentures . . .
_________________________________________________________________________________________________________________

PacifiCorp Guarantee with respect to
PacifiCorp Delaware, L.P. Preferred
Securities(5) . . . . . . . .
_________________________________________________________________________________________________________________

Total . . . . . . . . . . $150,000,000 100% $150,000,000 $51,723
=================================================================================================================

<FN>
(1) There are being registered hereunder Preferred Securities of
PacifiCorp Delaware, L.P., and Junior Subordinated Debentures of
PacifiCorp (which may be distributed to holders of such Preferred
Securities upon a dissolution of PacifiCorp Delaware, L.P., for which
no separate consideration will be received, or separately issued to
the public or institutional investors) with an aggregate initial
offering price not to exceed $150,000,000. The amount to be
registered, the proposed maximum offering price per unit and the
proposed maximum aggregate offering price for each class of
securities being registered hereunder have been omitted in accordance
with General Instruction II.D. of Form S-3.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Exclusive of accrued interest and dividends, if any.
(4) The amount of the registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act of 1933.
(5) There is also being registered hereunder a Guarantee of PacifiCorp in
connection with the issuance of Preferred Securities of PacifiCorp
Delaware, L.P., for which no separate consideration will be received.
</TABLE>
___________________________

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===========================================================================
<PAGE>
EXPLANATORY NOTE

This Registration Statement contains three forms of Prospectus
Supplement to the Prospectus included herein: the first form is to be used in
connection with an offering by PacifiCorp of Junior Subordinated Debentures,
the second form is to be used in connection with an offering by PacifiCorp
Delaware, L.P. of fixed rate Cumulative Monthly Income Preferred Securities,
and the third form is to be used in connection with an offering by PacifiCorp
Delaware, L.P. of adjustable rate Cumulative Monthly Income Preferred
Securities.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER __, 1994
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1994

$__________
PACIFICORP
___% DEFERRABLE INTEREST JUNIOR SUBORDINATED DEBENTURES,
SERIES A, DUE 2034
____________________

Interest on the % Deferrable Interest Junior
Subordinated Debentures, Series A, Due 2034 (the "Series A
Junior Subordinated Debentures") is payable monthly in arrears
on the last day of each calendar month of each year, commencing
, 1994. The Series A Junior Subordinated
Debentures will be redeemable at the option of PacifiCorp
("PacifiCorp"), in whole or in part, on or after ,
1999 at the redemption prices set forth herein. The Series A
Junior Subordinated Debentures will be issued only in
registered form in denominations of $__________ and integral
multiples thereof. See "Description of the Series A Junior
Subordinated Debentures."

The obligations of PacifiCorp under the Series A Junior
Subordinated Debentures are subordinate and junior in right of
payment to Senior Indebtedness (as defined in the accompanying
Prospectus) of PacifiCorp. At June 30, 1994, Senior
Indebtedness of PacifiCorp aggregated approximately
$3.7 billion. Senior Indebtedness includes only indebtedness of
PacifiCorp on an unconsolidated basis.

____________________

SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE SERIES A JUNIOR SUBORDINATED
DEBENTURES, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND
UNDER WHICH PAYMENT OF INTEREST ON THE SERIES A JUNIOR
SUBORDINATED DEBENTURES MAY BE DEFERRED AND THE RELATED FEDERAL
INCOME TAX CONSEQUENCES.
Application will be made to list the Series A Junior
Subordinated Debentures on the New York Stock Exchange.
Listing will be made subject to meeting the requirements of
such Exchange, including those relating to distribution.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO
WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
____________________
<TABLE>
<CAPTION>
Initial Public Underwriting Proceeds to
Offering Price(1) Commission(2) PacifiCorp(1)(3)
----------------- ------------- ----------------
<S> <C> <C> <C>
Per Series A Junior Subordinated
Debenture . . . . . . . . . . . % % %
Total . . . . . . . . . . . . . . $ $ $
__________
<FN>
(1) Plus accrued interest, if any, from , 1994.
(2) PacifiCorp has agreed to indemnify the several
Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
(3) Before deducting estimated expenses of $ payable
by PacifiCorp.
</TABLE>
____________________

The Series A Junior Subordinated Debentures are offered
severally by the Underwriters, as specified herein, subject to
receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that
delivery of the Series A Junior Subordinated Debentures will be
ready for delivery in New York, New York, on or about ,
1994
____________________

GOLDMAN, SACHS & CO. SMITH BARNEY INC.
____________________

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1994.<PAGE>
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus supplement shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
<PAGE>
<PAGE>S-2
PACIFICORP

PacifiCorp is an electric utility that conducts a retail
electric utility business through two divisions, Pacific Power
& Light Company ("Pacific Power") and Utah Power & Light
Company ("Utah Power"), and engages in power production and
sales on a wholesale basis under the name PacifiCorp.
PacifiCorp is the indirect owner, through PacifiCorp Holdings,
Inc. (a wholly-owned subsidiary), of 87% of Pacific Telecom,
Inc. ("Pacific Telecom") and 100% of PacifiCorp Financial
Services, Inc. ("PFS").

Pacific Power and Utah Power furnish electric service in
portions of seven western states: California, Idaho, Montana,
Oregon, Utah, Washington and Wyoming. Pacific Telecom, through
its subsidiaries, provides local telephone service and access
to the long distance network in Alaska, seven other western
states and three midwestern states, provides intrastate and
interstate long distance communication services in Alaska,
provides cellular mobile telephone services, and is engaged in
sales of capacity in and operation of a submarine fiber optic
cable between the United States and Japan. PFS plans to sell
substantial portions of its loan, leasing and real estate
investments over the next several years.

The principal executive offices of PacifiCorp are located
at 700 NE Multnomah, Suite 1600, Portland, Oregon 97232; the
telephone number is (503) 731-2000.

INVESTMENT CONSIDERATIONS

Prospective purchasers of Series A Junior Subordinated
Debentures should carefully review the information contained
elsewhere in this Prospectus Supplement and in the accompanying
Prospectus and should particularly consider the following
matters:

SUBORDINATION OF SERIES A JUNIOR SUBORDINATED DEBENTURES.
The obligations of PacifiCorp under the Series A Junior
Subordinated Debentures are subordinate and junior in right of
payment to Senior Indebtedness (as defined in the accompanying
Prospectus) of PacifiCorp. At June 30, 1994, Senior
Indebtedness of PacifiCorp aggregated approximately $3.7
billion. There are no terms in the Series A Junior
Subordinated Debentures that limit PacifiCorp's ability to
incur additional indebtedness, including indebtedness that
ranks senior to the Series A Junior Subordinated Debentures.
See "Description of the Junior Subordinated
Debentures--Subordination" in the accompanying Prospectus.

OPTION TO EXTEND INTEREST PAYMENT PERIOD. PacifiCorp has
the right under the Indenture (as defined herein) to extend the
interest payment period from time to time on the Series A
Junior Subordinated Debentures to a period not exceeding 60
consecutive months, and, as a consequence, monthly interest
payments on the Series A Junior Subordinated Debentures would
be deferred (but would continue to accrue with interest
thereon) during any such extended interest payment period. In
the event that PacifiCorp exercises this right, PacifiCorp may
not declare or pay dividends on, or redeem, purchase or
acquire, any of its capital stock. Prior to the termination of
any such extension period, PacifiCorp may further extend the
interest payment period, provided that any such extension
period together with all such previous and further extensions
thereof may not exceed 60 consecutive months. Upon the
termination of any extension period and the payment of all
amounts then due, PacifiCorp may select a new extension period,
subject to the above requirements. PacifiCorp believes that
the extension of an interest payment period on the Series A
Junior Subordinated Debentures is unlikely. See "Description
of the Series A Junior Subordinated Debentures--Option to Extend
Interest Payment Period."

Should an extended interest payment period occur, holders
of the Series A Junior Subordinated Debentures will continue to
accrue income for United States federal income tax purposes,
even though interest is not being paid on a current basis. As
a result, such a holder will include such interest in gross
income for United States federal income tax purposes in advance
of the receipt of cash, and will not receive the cash from
PacifiCorp related to such income if such a holder disposes of
his or her Series A Junior Subordinated Debentures prior to the
record date for payment of interest. See "United States
Taxation--United States Holders."<PAGE>
<PAGE>S-3
SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions, except per share amounts)

The following selected financial information for each of
the three years in the period ended December 31, 1993 and six
months ended June 30, 1993 and 1994, has been derived from the
consolidated financial statements of PacifiCorp for the
respective periods. The consolidated financial statements for
the three-year period ended December 31, 1993 have been audited
by Deloitte & Touche LLP, independent auditors, and the reports
of Deloitte & Touche LLP are incorporated in the accompanying
Prospectus by reference. This selected financial information
should be read in conjunction with the financial statements and
related notes thereto included in the Incorporated Documents
(as defined in the accompanying Prospectus).

<TABLE>
<CAPTION>
Twelve Months Ended Six Months
December 31, Ended June 30,
-------------------- --------------
1991 1992 1993 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues $3,168 $3,242 $3,412 $1,668 $1,701
Income from Operations (1) 941 633 916 445 453
Income from Continuing Operations 447 150 423 204 210
Discontinued Operations (2) 60 (491) 52 -- --
Cumulative Effect on Prior Years of
a Change in Accounting for
Income Taxes -- -- 4 4 --
Net Income (Loss) 507 (341) 479 208 210
Preferred Stock Dividend
Requirements 26 37 39 19 20
Earnings (Loss) on Common Stock 481 (378) 440 189 190
Earnings (Loss) per Common Share:
Continuing Operations 1.63 .42 1.40 .68 .67
Discontinued Operations .23 (1.84) .19 -- --
Cumulative Effect on Prior Years
of a Change in Accounting for
Income Taxes -- -- .01 .01 --

June 30, 1994
---------------------------------------
Actual As Adjusted(3)
----------------- ------------------
Amount % Amount %
------ --- ------ ---
<S> <C> <C> <C> <C>
Capital Structure:
Long-Term Debt and Capital Lease
Obligations $3,814 49% $ %
Preferred Stock 367 5 367 5
Preferred Stock Subject to Mandatory
Redemption 219 3 219 3
Common Equity 3,345 43 3,345 43
----- --- ----- ---
Total $7,745 100% $ 100%
===== === ===== ===
Short-Term Debt $ 528
Long-term Debt and Capital Lease
Obligations Currently Maturing $ 164 $ 164
____________________
<FN>
(1) Income before income taxes, interest, other nonoperating
items, discontinued operations and cumulative effect of a
change in an accounting principle.
(2) Discontinued operations represents PacifiCorp's interests
in NERCO, Inc. and an international communications
subsidiary of Pacific Telecom.
(3) Adjusted to give effect to the issuance and sale of the
Series A Junior Subordinated Debentures and the application
of net proceeds thereof to retire short-term debt.
See "Use of Proceeds."
</TABLE>

USE OF PROCEEDS

The proceeds from the sale of the Series A Junior
Subordinated Debentures will be used by PacifiCorp to repay
short-term borrowings and for the other corporate purposes.
<PAGE>
<PAGE>S-4
DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES

The following description of the Series A Junior
Subordinated Debentures supplements and should be read in
conjunction with the description of the general terms and
provisions of the Junior Subordinated Debentures set forth in
the accompanying Prospectus under the caption "Description of
the Junior Subordinated Debentures." The following description
does not purport to be complete and is qualified in its
entirety by reference to the description in the accompanying
Prospectus and the Indenture, dated as of , 1994, between
PacifiCorp and The Bank of New York, as Trustee, as
supplemented by a First Supplemental Indenture, dated as of
, 1994 (such Indenture, as so supplemented, is hereinafter
referred to as the "Indenture").

GENERAL

The entire principal amount of the Series A Junior
Subordinated Debentures will become due and payable, together
with any accrued and unpaid interest thereon, on ,
2034.

The Series A Junior Subordinated Debentures will initially
be issued as a Global Security (as defined below). As
described herein, under certain limited circumstances Series A
Junior Subordinated Debentures may be issued in certificated
form in exchange for a Global Security (as defined below). See
"--Book-Entry and Settlement." In the event that Series A
Junior Subordinated Debentures are issued in certificated form,
such Series A Junior Subordinated Debentures will be in
denominations of $25 and integral multiples thereof and may be
transferred or exchanged at the offices described below.

Payments on Series A Junior Subordinated Debentures issued
as a Global Security will be made to The Depository Trust
Company (the "Depository" or "DTC"), as the depository for the
Series A Junior Subordinated Debentures. In the event Series A
Junior Subordinated Debentures are issued in certificated form,
principal and interest will be payable, the transfer of the
Series A Junior Subordinated Debentures will be registerable
and Series A Junior Subordinated Debentures will be
exchangeable for Series A Junior Subordinated Debentures of
other denominations of a like aggregate principal amount at the
corporate trust office of the Trustee in The City of New York;
provided, that payment of interest may be made at the option of
PacifiCorp by check mailed to the address of the persons
entitled thereto.

OPTIONAL REDEMPTION

INTEREST

Each Series A Junior Subordinated Debenture will bear
interest at the rate of % per annum from the original date
of issuance, payable monthly in arrears on the last day of each
calendar month of each year (each, an "Interest Payment Date"),
commencing , 1994, to the person in whose name such
Series A Junior Subordinated Debenture is registered, subject
to certain exceptions, at the close of business on the Business
Day next preceding such Interest Payment Date. In the event
the Series A Junior Subordinated Debentures shall not continue
to remain in book-entry-only form, PacifiCorp shall have the
right to select record dates which shall be more than one
Business Day prior to the Interest Payment Date.

The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is
payable on the Series A Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day
(and without any interest or other payment <PAGE>
<PAGE>S-5
in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. A
"Business Day" shall mean any day other than a day on which
banking institutions in The City of New York are authorized or
required by law to close.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

EVENTS OF DEFAULT

In the case any Event of Default (as defined in the
Indenture) shall occur and be continuing, PacifiCorp Delaware
will have the right to declare the principal of and the
interest on the Series A Junior Subordinated Debentures and any
other amounts payable under the Indenture to be forthwith due
and payable and to enforce its other rights as a creditor with
respect to the Series A Junior Subordinated Debentures.

BOOK-ENTRY AND SETTLEMENT

The Series A Junior Subordinated Debentures will be issued
in the form of one or more global certificates (each, a "Global
Security") registered in the name of the nominee of DTC.
Except under the limited circumstances described below, Series
A Junior Subordinated Debentures represented by the Global
Security will not be exchangeable for, and will not otherwise
be issuable as, Series A Junior Subordinated Debentures in
definitive form. The Global Securities described above may not
be transferred except by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or to a
successor depository or its nominee.

The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the
ability to transfer beneficial interests in such a Global
Security.

Except as provided below, owners of beneficial interests
in such a Global Security will not be entitled to receive
physical delivery of Series A Junior Subordinated Debentures in
definitive form and will not be considered the Holders (as
defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Series A Junior
Subordinated Debentures shall be exchangeable, except for
another Global Security of like denomination and tenor to be
registered in the name of DTC or its nominee or to a successor
depository or its nominee. Accordingly, each beneficial owner
must rely on the procedures of DTC and, if such person is not a
Participant (as defined below), on the procedures of the
Participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture.

<PAGE>
<PAGE>S-6
THE DEPOSITORY. DTC will act as securities depository for
the Series A Subordinated Debentures. The Series A
Subordinated Debentures will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global certificates
will be issued, representing in the aggregate the total number
of Series A Subordinated Debentures and will be deposited with
DTC.

DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc. (the "New
York Stock Exchange"), the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to
the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its
Participants are on file with the Securities and Exchange
Commission.

Purchases of Series A Subordinated Debentures within the
DTC system must be made by or through Direct Participants,
which will receive a credit for the Series A Subordinated
Debentures on DTC's records. The ownership interest of each
actual purchaser of each Series A Subordinated Debentures
("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased
Series A Subordinated Debentures. Transfers of ownership
interests in the Series A Subordinated Debentures are to be
accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests
in Series A Subordinated Debentures, except in the event that
use of the book-entry system for the Series A Subordinated
Debentures is discontinued.

DTC has no knowledge of the actual Beneficial Owners of
the Series A Subordinated Debentures; DTC's records reflect
only the identity of the Direct Participants to whose accounts
such Series A Subordinated Debentures are credited, which may
or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on
behalf of their customers.

Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less
than all of the Series A Subordinated Debentures are being
redeemed, DTC's practice is to determine by lot the amount of
the interest of each Direct Participant in such series to be
redeemed.

Interest payments on the Series A Subordinated Debentures
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not
receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices and will be the
responsibility of such Participant and not of DTC or
PacifiCorp, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of interest to
DTC is the responsibility of PacifiCorp, disbursement of such
payments to Direct <PAGE>
<PAGE>S-7
Participants is the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners is the responsibility of
Direct and Indirect Participants.

DTC may discontinue providing its services as securities
depository with respect to the Series A Subordinated Debentures
at any time by giving reasonable notice to PacifiCorp. Under
such circumstances, in the event that a successor securities
depository is not obtained, Series A Preferred Security
certificates are required to be printed and delivered.
Additionally, PacifiCorp may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor
depository). In that event, certificates for the Series A
Subordinated Debentures will be printed and delivered. In each
of the above circumstances, PacifiCorp will appoint a paying
agent with respect to the Series A Subordinated Debentures.

The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that
PacifiCorp believes to be reliable, but PacifiCorp takes no
responsibility for the accuracy thereof.

Neither PacifiCorp, the Trustee, any paying agent nor any
other agent of PacifiCorp or the Trustee will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in a Global Security for such Series A Junior
Subordinated Debentures or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.

DISCONTINUANCE OF THE DEPOSITORY'S SERVICES. A Global
Security shall be exchangeable for Series A Junior Subordinated
Debentures registered in the names of persons other than DTC or
its nominee only if (i) DTC notifies PacifiCorp that it is
unwilling or unable to continue as a depository for such Global
Security and no successor depository shall have been appointed,
or if any time DTC ceases to be a clearing agency registered
under the Exchange Act at a time when DTC is required to be so
registered to act as such depository, (ii) PacifiCorp in its
sole discretion determines that such Global Security shall be
so exchangeable or (iii) there shall have occurred an Event of
Default with respect to such Series A Junior Subordinated
Debentures. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series A
Junior Subordinated Debentures registered in such names as the
Depository shall direct. It is expected that such instructions
will be based upon directions received by the Depository from
its Participants with respect to ownership of beneficial
interests in such Global Security.

REGISTRAR AND TRANSFER AGENT

PacifiCorp will act as registrar and transfer agent for
the Series A Junior Subordinated Debentures.
<PAGE>
<PAGE>S-8
UNITED STATES TAXATION

GENERAL

This section is a summary of certain United States federal
income tax considerations that may be relevant to prospective
purchasers of Series A Junior Subordinated Debentures and
represents the opinion of Stoel Rives Boley Jones & Grey,
counsel to PacifiCorp, insofar as it relates to matters of law
and legal conclusions. This section is based upon current
provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), existing and proposed regulations thereunder and
current administrative rulings and court decisions, all of
which are subject to change. Subsequent changes may cause tax
consequences to vary substantially from the consequences
described below.

No attempt has been made in the following discussion to
comment on all United States federal income tax matters
affecting purchasers of Series A Junior Subordinated
Debentures. Moreover, the discussion focuses on holders of
Series A Junior Subordinated Debentures who are individual
citizens or residents of the United States that hold the Series
A Junior Subordinated Debentures as a capital asset and has
only limited application to corporations, estates, trusts or
non-resident aliens. Accordingly, each prospective purchaser
of Series A Junior Subordinated Debentures should consult, and
should depend on, his or her own tax advisor in analyzing the
federal, state, local and foreign tax consequences of the
purchase, ownership or disposition of Series A Junior
Subordinated Debentures.

UNITED STATES HOLDERS

For purposes of this discussion, a United States Holder is
a Beneficial Owner that is (i) a citizen or resident of the
United States, (ii) a domestic corporation or (iii) otherwise
subject to United States federal income taxation on a net
income basis in respect of the Series A Junior Subordinated
Debentures.

Because the interest payment period is extendable by
PacifiCorp, the interest on the Series A Junior Subordinated
Debentures will be treated as "original issue discount"
pursuant to Code Sections 1271 et seq. and the Treasury
Regulations promulgated thereunder. Therefore, interest on
Series A Junior Subordinated Debentures will be included in the
income of a United States Holder as it accrues, rather than
when it is paid, regardless of the United States Holder's
regular method of accounting for tax purposes. United States
Holders may therefore include interest in income for taxable
years prior to the year in which the interest is actually
received. This should occur, however, only during an Extension
Period or any other nonpayment period.

A United States Holder will generally recognize gain or
loss on the sale or retirement of a Series A Junior
Subordinated Debenture equal to the difference between the
amount realized from the sale or retirement and the United
States Holder's tax basis in the Series A Junior Subordinated
Debentures. Such gain or loss will be capital gain or loss,
and will be long-term capital gain or loss if the Series A
Junior Subordinated Debenture has been held for more than one
year. A United States Holder's tax basis in a Series A Junior
Subordinated Debenture will generally equal the amount paid for
it, increased by the amount of any accrued but unpaid interest.

UNITED STATES ALIEN HOLDERS

For purposes of the following discussion, a "United States
Alien Holder" is any holder that is (i) a nonresident alien
individual, (ii) a foreign corporation, partnership or (iii) an
estate or trust that has a foreign fiduciary, in either case
not subject to United States federal income tax on a net income
basis in respect of a Series A Junior Subordinated Debenture.

Under current United States federal income tax law,
subject to the discussion below with respect to backup
withholding:

(i) Payments by PacifiCorp or any of its paying
agents in respect of a Series A Junior Subordinated
Debenture to a United States Alien Holder will not be
subject to United States federal withholding tax provided
that (a) the Beneficial Owner of the Series A Junior
Subordinated Debenture does not actually or constructively
own 10% or more of the total combined voting <PAGE>
<PAGE>S-9
power of all classes of capital stock of PacifiCorp
entitled to vote, (b) the Beneficial Owner of the Series A
Junior Subordinated Debenture is not a controlled foreign
corporation that is related to PacifiCorp through stock
ownership and (c) the Beneficial Owner provides the
correct certification of United States Alien Holder status
(which may generally be satisfied by providing an IRS Form
W-8 certifying that the Beneficial Owner is a United
States Alien Holder and providing the name and address of
the Beneficial Owner); and

(ii) A United States Alien Holder will not be subject
to United States federal withholding tax and generally
will not be subject to United States federal income tax on
gain realized from the sale or exchange of a Series A
Junior Subordinated Debentures. Under certain conditions,
a United States Alien Holder may be subject to United
States federal income tax on gain or income received with
respect to the sale or exchange of a Series A Junior
Subordinated Debentures. Such income taxation may occur,
for example, if the United States Alien Holder (a) is
engaged in a trade or business in the United States and
gain or income is effectively connected with the conduct
of that trade or business or (b) is an individual present
in the United States for 183 days or more during the
taxable year, and certain other conditions are met. Such
taxation is beyond the scope of this summary and should be
discussed with a tax advisor. If income is effectively
connected with the conduct of a trade or business in the
United States by a United States Alien Holder, withholding
of United States federal income tax may be required unless
the United States Alien Holder files with PacifiCorp or
its paying agent an IRS form to the effect that the income
is so effectively connected

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply
to payments of principal and interest on a Series A Junior
Subordinated Debenture, and the proceeds of the sale of a
Series A Junior Subordinated Debenture prior to maturity within
the United States, with respect to non-corporate United States
Holders, and "backup withholding" at a rate of 31% will apply
to such payments if the United States Holder fails to provide
an accurate taxpayer identification number or to report all
interest and dividends required to be shown on its federal
income tax returns.

Information reporting and backup withholding will not
apply to payments of principal and interest made by PacifiCorp
or a paying agent to a United States Alien Holder on a Series A
Junior Subordinated Debenture if the certification described in
clause (i)(c) under "United States Alien Holders" above is
received, provided that the payor does not have actual
knowledge that the holder is a United States Holder.

Payments of the proceeds from the sale by a United States
Alien Holder of Series A Junior Subordinated Debenture made to
or through a foreign office of a broker generally will not be
subject to information reporting or backup withholding, except
that, if the broker is a United States person, a controlled
foreign corporation for United States tax purposes, or a
foreign person 50% or more of whose gross income is effectively
connected with a United States trade or business for a
specified three-year period, information reporting may apply to
such payments. Payments of the proceeds from the sale of
Series A Junior Subordinated Debenture to or through the United
States office of a broker is subject to information reporting
and backup withholding unless the holder or beneficial owner
certifies as to its non-United States status or otherwise
establishes an exemption from information reporting and backup
withholding.<PAGE>
<PAGE>S-10
UNDERWRITING

Subject to the terms and conditions of the Underwriting
Agreement, PacifiCorp has agreed to sell to each of the
Underwriters named below (the "Underwriters"), and each of the
Underwriters, for whom Goldman, Sachs & Co. Smith Barney Inc.
and are acting as Representatives (the
"Representatives"), has severally agreed to purchase from
PacifiCorp the principal amount of Series A Subordinated
Debentures set forth opposite its name below:

Principal Amount
of Series A
Junior Subordinated
Underwriter Debentures
----------- -------------------

Goldman, Sachs & Co. . . . . . . . . $
Smith Barney Inc.. . . . . . . . . .

$
----------
Total . . . . . . . . . . . . . $
==========

The Underwriters have advised PacifiCorp that they propose
to offer the Series A Junior Subordinated Debenture in part
directly to the public at the initial public offering price set
forth on the cover page of this Prospectus Supplement, and in
part to certain securities dealers at such price less a
concession of ____% of the principal amount of the Series A
Junior Subordinated Debentures. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of
___% of the principal amount of the Series A Junior
Subordinated Debentures to certain brokers and dealers. After
the Series A Junior Subordinated Debentures are released for
sale to the public, the offering price and other selling terms
may from time to time be varied by the Representatives.

PacifiCorp has agreed, during the period beginning from
the date of the Underwriting Agreement and continuing to and
including 30 days after the closing date, not to offer, sell,
contract to sell or otherwise dispose of any Series A Junior
Subordinated Debentures or any other securities of PacifiCorp
that are substantially similar to the Series A Subordinated
Debentures, without the prior written consent of the
Underwriters.

Prior to this offering, there has been no public market
for the Series A Junior Subordinated Debentures. Application
will be made to list the Series A Junior Subordinated
Debentures on the New York Stock Exchange. In order to meet
one of the requirements for listing the Series A Junior
Subordinated Debenture on the New York Stock Exchange, the
Underwriters will undertake to sell lots of 100 or more Series
A Junior Subordinated Debenture to a minimum of 400 beneficial
holders.

PacifiCorp has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to have PacifiCorp and
PacifiCorp contribute to payments such Underwriters may be
required to make on respect thereof.

Certain of the Underwriters engage in transactions with,
and from time to time have performed services for, PacifiCorp
and its subsidiaries in the ordinary course of business.

LEGAL MATTERS

The validity of the Indenture and the Series A Junior
Subordinated Debentures will be passed upon on behalf of
PacifiCorp by Stoel Rives Boley Jones & Grey, Portland, Oregon
and on behalf of the Underwriters by Winthrop, Stimson, Putnam
& Roberts, New York, New York. Statements as to United States
taxation in the Prospectus Supplement under the caption "United
States Taxation" have been passed upon for PacifiCorp by Stoel
Rives Boley Jones & Grey, counsel to PacifiCorp, and are stated
herein on their authority.
<PAGE>
<PAGE>S-11
===============================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.

____________________

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
Investment Considerations. . . . . . . . . . . . . . . . . . . S-2
Selected Financial Information . . . . . . . . . . . . . . . . S-3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . S-3
Description of the Series A
Junior Subordinated Debentures . . . . . . . . . . . . . . . S-4
United States Taxation . . . . . . . . . . . . . . . . . . . . S-8
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . S-10

PROSPECTUS

Available Information. . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . 2
PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . 3
PacifiCorp Delaware, L.P.. . . . . . . . . . . . . . . . . . . 3
Consolidated Ratios of Earnings
to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Ratios of Earnings to
Combined Fixed Charges and Preferred
Stock Dividends. . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 4
Description of the Junior
Subordinated Debentures. . . . . . . . . . . . . . . . . . . 4
Description of the Preferred Securities. . . . . . . . . . . . 10
Description of the Guarantee . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 14

===============================================================<PAGE>
<PAGE>S-11
===============================================================

PACIFICORP

% DEFERRABLE INTEREST
JUNIOR SUBORDINATED
DEBENTURES,
SERIES A, DUE 2034

____________________

PROSPECTUS SUPPLEMENT

____________________

GOLDMAN, SACHS & CO.
SMITH BARNEY INC.

===============================================================
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER __, 1994
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1994

_____ PREFERRED SECURITIES

PACIFICORP DELAWARE
% CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, SERIES A ("MIPS"*)
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY

PACIFICORP

The % Cumulative Monthly Income Preferred Securities, Series A (the
"Series A Preferred Securities"), representing the limited partner
interests offered hereby are being issued by PacifiCorp Delaware, L.P., a
limited partnership formed under the laws of the State of Delaware
("PacifiCorp Delaware"). PacifiCorp, an Oregon corporation ("PacifiCorp"),
is the general partner in PacifiCorp Delaware. PacifiCorp Delaware exists
for the sole purpose of issuing its limited partnership interests and
investing the proceeds thereof in debt securities of PacifiCorp. The
limited partner interests represented by the Series A Preferred Securities
will have a preference with respect to cash distributions and amounts
payable on liquidation over the general partner's interest in PacifiCorp
Delaware.
Holders of the Series A Preferred Securities will be entitled to receive
cumulative cash distributions at an annual rate of % of the liquidation
preference of $25 per Series A Preferred Security, accruing from the date
of original issuance and payable monthly in arrears on the last day of each
calendar month of each year, commencing , 1994
("dividends"). The payment of dividends, out of moneys held by PacifiCorp
Delaware, and payments on liquidation of PacifiCorp Delaware or the
redemption of Series A Preferred Securities, as set forth below, are
guaranteed by PacifiCorp to the extent described herein and in the
accompanying Prospectus (the "Guarantee"). See "Description of the
Guarantee" in the accompanying Prospectus. If PacifiCorp fails to make
interest payments on ___% Deferrable Interest Junior Subordinated
Debentures, Series A (the "Series A Junior Subordinated Debentures")
purchased by PacifiCorp Delaware with the proceeds of the offering of the
Series A Preferred Securities, PacifiCorp Delaware will have insufficient
funds to pay dividends on the Series A Preferred Securities. The Guarantee
does not cover payment of dividends when PacifiCorp Delaware does not have
sufficient funds to pay such dividends. In such event, the remedy of a
holder of Series A Preferred Securities is to enforce the rights of
PacifiCorp Delaware under the Series A Junior Subordinated Debentures.
The Series A Preferred Securities are redeemable at the option of
PacifiCorp Delaware, in whole or in part, from time to time, on or after
, 1999, at $25 per Series A Preferred Security plus accrued and
unpaid dividends thereon (including any interest thereon) to the date fixed
for redemption (the "Redemption Price"). See "Description of the Series A
Preferred Securities-Optional Redemption."
Upon the occurrence of certain events arising from a change in law or a
change in legal interpretation regarding tax matters, PacifiCorp, in its
capacity as the general partner of PacifiCorp Delaware (the "General
Partner"), may dissolve PacifiCorp Delaware and cause to be distributed to
the holders of the Series A Preferred Securities, on a pro rata basis, the
Series A Junior Subordinated Debentures in lieu of any cash distribution.
If the Series A Junior Subordinated Debentures are distributed to the
holders of the Series A Preferred Securities, PacifiCorp will use its best
efforts to have the Series A Junior Subordinated Debentures listed on the
New York Stock Exchange or on such other exchange as the Series A Preferred
Securities are then listed. The obligations of PacifiCorp under the Series
A Junior Subordinated Debentures are subordinate and junior in right of
payment to Senior Indebtedness (as defined in the accompanying Prospectus)
of PacifiCorp. At June 30, 1994, Senior Indebtedness of PacifiCorp
aggregated approximately $3.7 billion. Senior Indebtedness includes only
indebtedness of PacifiCorp on an unconsolidated basis. See "Description of
the Series A Preferred Securities-Tax Event Distribution" and "Description
of the Series A Junior Subordinated Debentures."
In the event of the dissolution of PacifiCorp Delaware, the holders of
the Series A Preferred Securities will be entitled to receive for each
Series A Preferred Security a liquidation preference of $25 plus accrued
and unpaid dividends thereon (including any interest thereon) to the date
of payment, subject to certain limitations, unless, in connection with such
dissolution, Series A Junior Subordinated Debentures are distributed to the
holders of the Series A Preferred Securities. See "Description of the
Series A Preferred Securities-Liquidation Distribution Upon Dissolution."
_______________

SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION RELEVANT TO AN
INVESTMENT IN THE SERIES A PREFERRED SECURITIES, INCLUDING THE PERIOD
DURING WHICH AND CIRCUMSTANCES UNDER WHICH PAYMENT OF DIVIDENDS ON THE
SERIES A PREFERRED SECURITIES MAY BE DEFERRED.
_______________

Application will be made to list the Series A Preferred Securities on
the New York Stock Exchange. Listing will be made subject to meeting the
requirements of such Exchange, including those relating to distribution.
_______________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________
<TABLE>
<CAPTION>
Proceeds to
Initial Public Underwriting PacifiCorp
Offering Price Commission(1) Delaware(2)(3)
______________ __________ ______________
<S> <C> <C> <C>
Per Series A
Preferred Security . . . $ (2) $
Total . . . . . . . . . . $ (2) $
<FN>
__________
(1) PacifiCorp Delaware and PacifiCorp have agreed to indemnify the
several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) Because the proceeds of the sale of the Series A Preferred
Securities will ultimately be invested in Series A Junior
Subordinated Debentures, the Underwriting Agreement provides that
PacifiCorp will pay to the Underwriters $ per Series A
Preferred Security (or $ in the aggregate); provided,
that such compensation will be $ per Series A Preferred
Security sold to certain institutions. Therefore, to the extent
that Series A Preferred Securities are sold to such institutions,
the actual amount of underwriting commission will be less than the
amount specified in the preceding sentence. See "Underwriting."
(3) Expenses of the offering which are payable by PacifiCorp are
estimated to be $ .
</TABLE>
___________________________

The Series A Preferred Securities offered hereby are offered severally
by the Underwriters, as specified herein, and subject to receipt and
acceptance by them and subject to their right to reject any order in whole
or in part. It is expected that delivery of the Series A Preferred
Securities will be made only in book-entry form through the facilities of
The Depository Trust Company on or about , 1994.
__________
* An application has been filed by Goldman, Sachs & Co. with the
United States Patent and Trademark Office for the registration of
the MIPS servicemark.
___________________________

GOLDMAN, SACHS & CO. SMITH BARNEY INC.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1994.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-2
<PAGE>
PACIFICORP DELAWARE, L.P.

PacifiCorp Delaware is a limited partnership which was formed under the
Delaware Revised Uniform Limited Partnership Act (the "Partnership Act") by
filing a certificate of limited partnership with the Delaware Secretary of
State on August 26, 1994. The initial partners in PacifiCorp Delaware are
PacifiCorp, as the General Partner, and PacifiCorp Preferred Capital, Inc., a
Delaware corporation ("Capital"), as limited partner. Upon the issuance of
the Series A Preferred Securities, which securities represent limited partner
interests in PacifiCorp Delaware, Capital will remain as a limited partner,
but will have no interest in the profits and dividends or in the assets of
PacifiCorp Delaware. The General Partner will agree to contribute capital to
the extent required to maintain its capital at an amount equal to at least 3%
of the total capital contributions to PacifiCorp Delaware. PacifiCorp and
Capital entered into a limited partnership agreement dated as of August 25,
1994. Such limited partnership agreement will be amended and restated in its
entirety (as so amended and restated, the "Limited Partnership Agreement")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the accompanying Prospectus form a part.

PacifiCorp Delaware is managed by the General Partner and exists for the
sole purpose of issuing its limited partnership interests and investing the
proceeds thereof in deferrable interest junior subordinated debentures of
PacifiCorp ("Junior Subordinated Debentures"). The rights of the holders of
the Series A Preferred Securities, including economic rights, rights to
information and voting rights, are set forth in the Limited Partnership
Agreement and the Partnership Act. See "Description of the Series A Preferred
Securities."

PACIFICORP

PacifiCorp is an electric utility that conducts a retail electric
utility business through two divisions, Pacific Power & Light Company
("Pacific Power") and Utah Power & Light Company ("Utah Power"), and engages
in power production and sales on a wholesale basis under the name PacifiCorp.
PacifiCorp is the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-
owned subsidiary), of 87% of Pacific Telecom, Inc. ("Pacific Telecom") and
100% of PacifiCorp Financial Services, Inc. ("PFS").

Pacific Power and Utah Power furnish electric service in portions of
seven western states: California, Idaho, Montana, Oregon, Utah, Washington
and Wyoming. Pacific Telecom, through its subsidiaries, provides local
telephone service and access to the long distance network in Alaska, seven
other western states and three midwestern states, provides intrastate and
interstate long distance communication services in Alaska, provides cellular
mobile telephone services, and is engaged in sales of capacity in and
operation of a submarine fiber optic cable between the United States and
Japan. PFS plans to sell substantial portions of its loan, leasing and real
estate investments over the next several years.

The principal executive offices of PacifiCorp are located at 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is
(503) 731-2000.

S-3
<PAGE>
INVESTMENT CONSIDERATIONS

Prospective purchasers of Series A Preferred Securities should carefully
review the information contained elsewhere in this Prospectus Supplement and
in the accompanying Prospectus and should particularly consider the following
matters:

SUBORDINATE OBLIGATIONS UNDER GUARANTEE AND SERIES A JUNIOR SUBORDINATED
DEBENTURES. PacifiCorp's obligations under the Guarantee are subordinate and
junior in right of payment to all other liabilities of PacifiCorp. The
obligations of PacifiCorp under the Series A Junior Subordinated Debentures
described under "Description of the Series A Junior Subordinated Debentures"
are subordinate and junior in right of payment to Senior Indebtedness (as
defined in the accompanying Prospectus) of PacifiCorp. At June 30, 1994,
Senior Indebtedness of PacifiCorp aggregated approximately $3.7 billion.
There are no terms in the Series A Preferred Securities, the Series A Junior
Subordinated Debentures or the Guarantee that limit PacifiCorp's ability to
incur additional indebtedness, including indebtedness that ranks senior to the
Series A Junior Subordinated Debentures and the Guarantee. See "Description
of the Guarantee-Status of the Guarantee" and "Description of the Junior
Subordinated Debentures-Subordination" in the accompanying Prospectus.

OPTION TO EXTEND INTEREST PAYMENT PERIOD. PacifiCorp has the right under
the Indenture (as defined herein) to extend the interest payment period from
time to time on the Series A Junior Subordinated Debentures to a period not
exceeding 60 consecutive months, and, as a consequence, monthly dividends on
the Series A Preferred Securities would be deferred (but would continue to
accrue with interest thereon) by PacifiCorp Delaware during any such extended
interest payment period. In the event that PacifiCorp exercises this right,
PacifiCorp may not declare or pay dividends on, or redeem, purchase or
acquire, any of its capital stock. Prior to the termination of any such
extension period, PacifiCorp may further extend the interest payment period,
provided that any such extension period together with all such previous and
further extensions thereof may not exceed 60 consecutive months. Upon the
termination of any extension period and the payment of all amounts then due,
PacifiCorp may select a new extension period, subject to the above require-
ments. PacifiCorp Delaware and PacifiCorp believe that the extension of a
payment period on the Series A Junior Subordinated Debentures is unlikely.
See "Description of the Series A Preferred Securities-Dividends" and
"Description of the Series A Junior Subordinated Debentures-Option to Extend
Interest Payment Period."

Should an extended interest payment period occur, PacifiCorp Delaware
will continue to accrue income for United States federal income tax purposes,
which will be allocated, but not distributed, to holders of record of Series A
Preferred Securities. As a result, such a holder will include such interest
in gross income for United States federal income tax purposes in advance of
the receipt of cash, and will not receive the cash from PacifiCorp Delaware
related to such income if such a holder disposes of his or her Series A
Preferred Securities prior to the record date for payment of dividends. See
"United States Taxation Potential Extension of Interest Payment Period."

TAX EVENT DISTRIBUTION. Upon the occurrence of a Tax Event (as defined
herein), the General Partner will dissolve PacifiCorp Delaware and cause
Series A Junior Subordinated Debentures to be distributed to the holders of
the Series A Preferred Securities in connection with the liquidation of
PacifiCorp Delaware; provided, however, that, as a condition to such
dissolution and distribution, PacifiCorp Delaware shall be required to obtain
an opinion of counsel (which may be regular tax counsel to PacifiCorp or an
affiliate, but not an employee thereof) to the effect that the holders of the
Series A Preferred Securities will not recognize any gain or loss for federal
income tax purposes as a result of such dissolution and distribution of
Series A Junior Subordinated Debentures, and, provided further, that the
General Partner may elect to cause the Series A Preferred Securities to remain
outstanding. See "Description of the Series A Preferred Securities-Tax Event
Distribution."

S-4
<PAGE>
however, the General Partner shall have obtained an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein,
(b) any notice of proposed adjustment issued by the IRS to PacifiCorp or
PacifiCorp Delaware, (c) any amendment to or change in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency or regulatory authority (including the enactment of any
legislation and the publication of any judicial decision or regulatory
determination on or after such date) or (d) any interpretation or
pronouncement that provides for a position with respect to such laws or
regulations that differs from the generally accepted position on ,
1994, which amendment or change is effective, which notice of proposed
adjustment is issued or which interpretation or pronouncement is announced on
or after , 1994, there is more than an insubstantial risk that
interest payable to PacifiCorp Delaware on the Series A Junior Subordinated
Debentures will not be deductible by PacifiCorp for federal income tax
purposes (or PacifiCorp Delaware is subject to federal income tax with respect
to interest received on the Series A Junior Subordinated Debentures or to more
than a de minimis amount of other taxes, duties or other governmental
charges), the General Partner would have the option, subject to receiving a
favorable opinion of tax counsel, to dissolve PacifiCorp Delaware and cause
the Series A Junior Subordinated Debentures to be distributed to the holders
of the Series A Preferred Securities, as described under "Description of the
Series A Preferred Securities-Tax Event Distribution."

S-5
<PAGE>
SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions, except per share amounts)

The following selected financial information for each of the three years
in the period ended December 31, 1993 and six months ended June 30, 1993 and
1994, has been derived from the consolidated financial statements of
PacifiCorp for the respective periods. The consolidated financial statements
for the three-year period ended December 31, 1993 have been audited by
Deloitte & Touche LLP, independent auditors, and the reports of Deloitte &
Touche LLP are incorporated in the accompanying Prospectus by reference. This
selected financial information should be read in conjunction with the
financial statements and related notes thereto included in the Incorporated
Documents (as defined in the accompanying Prospectus).

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
_______________________ __________________
1991 1992 1993 1993 1994
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues $3,168 $3,242 $3,412 $1,668 $1,701
Income from Operations (1) 941 633 916 445 453
Income from Continuing
Operations 447 150 423 204 210
Discontinued Operations (2) 60 (491) 52 -- --
Cumulative Effect on Prior Years
of a Change in Accounting for
Income Taxes -- -- 4 4 --
Net Income (Loss) 507 (341) 479 208 210
Preferred Stock Dividend
Requirements 26 37 39 19 20
Earnings (Loss) on Common Stock 481 (378) 440 189 190
Earnings (Loss) per Common Share:
Continuing Operations 1.63 .42 1.40 .68 .67
Discontinued Operations .23 (1.84) .19 -- --
Cumulative Effect on Prior
Years of a Change in
Accounting for Income Taxes -- -- .01 .01 --

<CAPTION>
JUNE 30, 1994
_____________________________________________
ACTUAL AS ADJUSTED(3)
_______________________ ________________
AMOUNT % AMOUNT %
______ _____ ______ ____
<S> <C> <C> <C> <C>
Capital Structure:
Long-Term Debt and Capital
Lease Obligations $3,814 49% $3,814 49%
Preferred Stock 367 5 367 5
Preferred Stock Subject to
Mandatory Redemption 219 3 219 3
Common Equity 3,345 43 3,345 43
_____ ___ _____ ___
Total $7,745 100% $7,745 100%
===== === ===== ===
Short-Term Debt $ 528
Long-term Debt and Capital
Lease Obligations Currently Maturing $ 164 $ 164
Minority Interest $ 104 $
<FN>
____________________

(1) Income before income taxes, interest, other nonoperating items,
discontinued operations and cumulative effect of a change in an
accounting principle.
(2) Discontinued operations represents PacifiCorp's interests in NERCO,
Inc. and an international communications subsidiary of Pacific
Telecom.
(3) Adjusted to give effect to the issuance and sale of the Series A
Preferred Securities of PacifiCorp Delaware and the investment of the
proceeds thereof in Series A Junior Subordinated Debentures of
PacifiCorp. Such proceeds will ultimately be used by PacifiCorp to
retire its short-term debt. See "Use of Proceeds." The above table
sets forth the effects of consolidation of PacifiCorp and all of its
consolidated subsidiaries, including PacifiCorp Delaware. The Series
A Preferred Securities are recorded as minority interest.
</TABLE>

USE OF PROCEEDS

The proceeds from the sale of the Series A Preferred Securities will be
invested in the Series A Junior Subordinated Debentures issued pursuant to the
Indenture described herein, and ultimately will be used by PacifiCorp to repay
its short-term borrowings and for the other corporate purposes.

S-6
<PAGE>
DESCRIPTION OF THE SERIES A PREFERRED SECURITIES

GENERAL

All of the partnership interests in PacifiCorp Delaware, other than the
Series A Preferred Securities offered hereby, are owned directly or indirectly
by PacifiCorp. The Limited Partnership Agreement authorizes and creates the
Series A Preferred Securities, which represent limited partner interests in
PacifiCorp Delaware (the "Preferred Securities"). Preferred Securities may be
issued from time to time in one or more series as described in the
accompanying Prospectus. The limited partner interests represented by the
Series A Preferred Securities will have a preference with respect to dividends
and amounts payable on liquidation over the General Partner's interest in
PacifiCorp Delaware. The Limited Partnership Agreement does not permit the
issuance of any Preferred Securities ranking, as to participation in profits
and dividends and in the assets of PacifiCorp Delaware, senior or junior to
the Series A Preferred Securities or the incurrence of any indebtedness by
PacifiCorp Delaware. The summary of certain terms and provisions of the
Series A Preferred Securities set forth below does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Limited
Partnership Agreement and the Partnership Act.

DIVIDENDS

The dividends payable on each Series A Preferred Security will be fixed at
a rate per annum of % of the stated liquidation preference of $25 per
Preferred Security. Accrued and unpaid dividends after the dividend payment
date therefor will bear interest thereon at the rate per annum of % thereof.
The term "dividends" as used herein includes any such interest payable unless
otherwise stated. The amount of dividends payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months.

Dividends on the Series A Preferred Securities will be cumulative, will
accrue from , 1994 and will be payable monthly in arrears, on
the last day of each calendar month of each year, commencing ,
1994, when, as and if available and determined to be so payable by PacifiCorp,
as the General Partner, except as otherwise described below. PacifiCorp has
the right under the Indenture to extend the interest payment period from time
to time on the Series A Junior Subordinated Debentures to a period not
exceeding 60 consecutive months, and, as a consequence, monthly dividends on
the Series A Preferred Securities would be deferred (but would continue to
accrue with interest) by PacifiCorp Delaware during any such extended interest
payment period. In the event that PacifiCorp exercises this right, PacifiCorp
may not declare or pay dividends on, or redeem, purchase or acquire, any of
its capital stock. Prior to the termination of any such extension period,
PacifiCorp may further extend the interest payment period, provided that such
extension period together with all such previous and further extensions
thereof may not exceed 60 consecutive months. Upon the termination of any
extension period and the payment of all amounts then due, PacifiCorp may
select a new extension period, subject to the above requirements. See
"Description of the Series A Junior Subordinated Debentures-Interest" and
"-Option to Extend Interest Payment Period."

Dividends on the Series A Preferred Securities must be paid on the dates
payable to the extent that PacifiCorp Delaware has (i) funds legally available
for the payment of such dividends and (ii) cash on hand sufficient to permit
such payments. It is anticipated that PacifiCorp Delaware's earnings
available for distribution to the holders of the Series A Preferred Securities
will be limited to payments under the Series A Junior Subordinated Debentures
in which PacifiCorp Delaware will invest the proceeds from the issuance and
sale of the Series A Preferred Securities and the General Partner's capital
contribution. See "Description of the Series A Junior Subordinated
Debentures." The payment of dividends, out of moneys held by PacifiCorp
Delaware, are guaranteed by PacifiCorp as set forth under "Description of the
Guarantee" in the accompanying Prospectus.

Dividends on the Series A Preferred Securities will be payable to the
holders thereof as they appear on the books and records of PacifiCorp Delaware
on the relevant record dates, which, as long as the Series A Preferred
Securities remain in book-entry-only form, will be one Business Day (as
defined below) prior to the relevant payment dates. Subject to any applicable
laws and regulations and the provisions of the Limited Partnership Agreement,
each such payment will be made as described under

S-7
<PAGE>
"Book-Entry-Only Issuance-The Depository Trust Company" below. In the event
the Series A Preferred Securities shall not continue to remain in
book-entry-only form, the General Partner shall have the right to select
relevant record dates, which shall be more than one Business Day prior to the
relevant payment dates. In the event that any date on which dividends are
payable on the Series A Preferred Securities is not a Business Day, then
payment of the dividend payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date. A "Business Day" shall mean any day other than
a day on which banking institutions in The City of New York are authorized or
required by law to close.

CERTAIN RESTRICTIONS ON PACIFICORP DELAWARE

If dividends have not been paid in full on the Series A Preferred
Securities, PacifiCorp Delaware shall not:

(i) pay, or set aside for payment, any dividends on any other
series of Preferred Securities, unless the amount of any dividends
declared on any other series of Preferred Securities is paid on such other
series of Preferred Securities and the Series A Preferred Securities on a
pro rata basis on the date such dividends are paid on such other series of
Preferred Securities, so that

(x) the aggregate amount of dividends paid on the Series A
Preferred Securities bears to the aggregate amount of dividends paid
on such other series of Preferred Securities the same ratio as

(y) the aggregate of all accrued and unpaid dividends in respect
of the Series A Preferred Securities bears to the aggregate of all
accrued and unpaid dividends in respect of such other series of
Preferred Securities; or

(ii) redeem, purchase or otherwise acquire any other Preferred
Securities;

until, in each case, such time as all accrued and unpaid dividends on the
Series A Preferred Securities shall have been paid in full for all dividend
periods terminating on or prior to, in the case of clause (i), such payment
and, in the case of clause (ii), the date of such redemption, purchase or
acquisition.

As of the date of this Prospectus Supplement, there are no series of
Preferred Securities outstanding.

OPTIONAL REDEMPTION

The Series A Preferred Securities are redeemable, at the option of
PacifiCorp Delaware, in whole or in part, from time to time, on or after
, 1999, upon not less than 30 nor more than 60 days' notice, at the
Redemption Price. In the event that fewer than all the outstanding Series A
Preferred Securities are to be so redeemed, the Series A Preferred Securities
to be redeemed will be selected as described under "Book-Entry-Only Issuance-
The Depository Trust Company" below. If a partial redemption would result in
the delisting of the Series A Preferred Securities, PacifiCorp Delaware may
only redeem the Series A Preferred Securities in whole. If PacifiCorp
Delaware redeems the Series A Preferred Securities in accordance with the
terms thereof, the Series A Junior Subordinated Debentures will become due and
payable in a principal amount equal to the aggregate stated liquidation
preference of the Series A Preferred Securities so redeemed, together with any
accrued and unpaid interest, including Additional Interest (as defined below),
if any.

TAX EVENT DISTRIBUTION

S-8
<PAGE>
Securities in liquidation of PacifiCorp Delaware, within 90 days
following the occurrence of such Tax Event; provided, however, that, as a
condition of such dissolution and distribution, PacifiCorp Delaware
shall be required to obtain an opinion of counsel (which may be regular tax
counsel to PacifiCorp or an affiliate, but not an employee thereof) to the
effect that the holders of the Series A Preferred Securities will not
recognize any gain or loss for federal income tax purposes as a result of such
dissolution and distribution of Series A Junior Subordinated Debentures; and,
provided further, that the General Partner may elect to cause the Series A
Preferred Securities to remain outstanding.

"Tax Event" means that the General Partner shall have obtained an opinion
of nationally recognized independent tax counsel experienced in such matters
to the effect that, as a result of (a) any amendment to, or change (including
any announced prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing authority thereof
or therein, (b) any notice of proposed adjustment issued by the IRS to
PacifiCorp or PacifiCorp Delaware, (c) any amendment to or change in an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority (including the
enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after such date) or (d) any interpretation or
pronouncement that provides for a position with respect to such laws or
regulations that differs from the generally accepted position on
, 1994, which amendment or change is effective, which notice of proposed
adjustment is issued or which interpretation or pronouncement is announced on
or after , 1994, there is more than an insubstantial risk that
(i) PacifiCorp Delaware is subject to federal income tax with respect to
interest received on the Series A Junior Subordinated Debentures,
(ii) interest payable to PacifiCorp Delaware on the Series A Junior
Subordinated Debentures will not be deductible by PacifiCorp for federal
income tax purposes or (iii) PacifiCorp Delaware will be subject to more than
a de minimis amount of other taxes, duties or other governmental charges.

After the date fixed for any distribution of Series A Junior Subordinated
Debentures, upon dissolution of PacifiCorp Delaware, (i) the Series A
Preferred Securities will no longer be deemed to be outstanding, (ii) The
Depository Trust Company (the "Depository" or "DTC") or its nominee, as the
record holder of the Series A Preferred Securities, will return the registered
global certificate or certificates representing the Series A Preferred
Securities and will receive a registered global certificate or certificates
representing the Series A Junior Subordinated Debentures to be delivered upon
such distribution and (iii) any certificates representing Series A Preferred
Securities not held by DTC or its nominee will be deemed to represent Series A
Junior Subordinated Debentures having an aggregate principal amount and
accrued and unpaid interest equal to the aggregate of the stated liquidation
preference of, and accrued and unpaid dividends on, such Series A Preferred
Securities until such certificates are presented to PacifiCorp or its agent
for transfer or reissuance.

MANDATORY REDEMPTION

Upon any redemption or repayment of the Series A Junior Subordinated
Debentures at maturity or earlier, the proceeds from such redemption or
repayment will be applied to redeem the Series A Preferred Securities, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
Redemption Price.

REDEMPTION PROCEDURES

PacifiCorp Delaware may not redeem fewer than all the outstanding Series A
Preferred Securities unless all accrued and unpaid dividends have been paid on
all Series A Preferred Securities for all monthly dividend periods terminating
on or prior to the date of redemption.

S-9
<PAGE>
redemption will cease, except the right of the holders of such Series A
Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price. In the event that any date fixed for redemption of
Series A Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day. In the event that payment of the Redemption Price in
respect of Series A Preferred Securities is improperly withheld or refused and
not paid either by PacifiCorp Delaware or by PacifiCorp pursuant to the
Guarantee described under "Description of the Guarantee" in the accompanying
Prospectus, dividends on such Series A Preferred Securities will continue to
accrue at the then applicable rate, from the original redemption date to the
date of payment, in which case the actual payment date will be considered the
date fixed for redemption for purposes of calculating the Redemption Price.

Subject to the foregoing and applicable law (including, without
limitation, United States federal securities laws), PacifiCorp or its
subsidiaries may at any time and from time to time purchase outstanding Series
A Preferred Securities by tender, in the open market, or by private agreement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary dissolution, winding-up or
termination of PacifiCorp Delaware, the holders of the Series A Preferred
Securities at the time will be entitled to receive out of the assets of
PacifiCorp Delaware available for distribution to partners after satisfaction
of liabilities of creditors as required by the Partnership Act, before any
distribution of assets is made to the General Partner, but together with the
holders of every other series of Preferred Securities outstanding, an amount
equal to, in the case of holders of Series A Preferred Securities, the
aggregate of the stated liquidation preference of $25 per Series A Preferred
Security and accrued and unpaid dividends thereon to the date of payment (the
"Liquidation Distribution"), unless, in connection with such dissolution,
winding-up or termination, Series A Junior Subordinated Debentures in an
aggregate principal amount and accrued and unpaid interest equal to the
Liquidation Distribution have been distributed on a pro rata basis to the
holders of the Series A Preferred Securities.

If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because PacifiCorp Delaware has insufficient assets available to
pay in full the aggregate Liquidation Distribution and the aggregate maximum
liquidation distributions on any other series of Preferred Securities, then
the amounts payable directly by PacifiCorp Delaware on the Series A Preferred
Securities and on such other series of Preferred Securities shall be paid on a
pro rata basis, so that

(i) the aggregate amount paid in respect of the Liquidation
Distribution bears to the aggregate amount paid as liquidation
distributions on the other series of Preferred Securities the same ratio
as

(ii) the aggregate Liquidation Distribution bears to the aggregate
maximum liquidation distributions on the other series of Preferred
Securities.

Pursuant to the Limited Partnership Agreement, PacifiCorp Delaware shall
be dissolved and its affairs shall be wound up: (i) on December 31, 2039, the
expiration of the term of PacifiCorp Delaware, subject to extension for an
additional 40 years by the General Partner, (ii) upon the bankruptcy of the
General Partner or the assignment by the General Partner of its entire
interest in PacifiCorp Delaware when the assignee is not admitted to
PacifiCorp Delaware as a general partner of PacifiCorp Delaware in accordance
with the Limited Partnership Agreement, or the filing of a certificate of
dissolution or its equivalent with respect to the General Partner, or the
revocation of the General Partner's charter and the expiration of 90 days
after the date of notice to the General Partner of revocation without a
reinstatement of its charter, or any other event occurs which causes the
General Partner to cease to be a general partner of PacifiCorp Delaware under
the Partnership Act, unless the business of PacifiCorp Delaware is continued
in accordance with the Partnership Act, (iii) in accordance with the
provisions of the Series A Preferred Securities, (iv) upon the entry of a
decree of a judicial dissolution or (v) upon the written consent of all
partners of PacifiCorp Delaware.

S-10
<PAGE>
MERGER, CONSOLIDATION OR AMALGAMATION OF PACIFICORP DELAWARE

PacifiCorp Delaware may not consolidate, amalgamate, merge with or into,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described below. PacifiCorp Delaware may, without the consent of the holders
of the Series A Preferred Securities, consolidate, amalgamate, merge with or
into, or be replaced by a limited liability company, limited partnership or a
trust organized as such under the laws of any state of the United States of
America; provided, that (i) such successor entity either (x) expressly assumes
all of the obligations of PacifiCorp Delaware under the Series A Preferred
Securities or (y) substitutes for the Series A Preferred Securities other
securities having substantially the same terms as the Series A Preferred
Securities (the "Successor Securities") so long as the Successor Securities
rank, with respect to participation in the profits and dividends or in the
assets of the successor entity, at least as high as the Series A Preferred
Securities rank with respect to participation in the profits and dividends or
in the assets of PacifiCorp Delaware, (ii) PacifiCorp expressly acknowledges
such successor entity as the holder of the Series A Junior Subordinated
Debentures, (iii) the Series A Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Series A Preferred Securities are then listed,
(iv) such merger, consolidation, amalgamation or replacement does not cause
the Series A Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization,
(v) such merger, consolidation, amalgamation or replacement does not adversely
affect the powers, preferences and other special rights of the holders of the
Series A Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose substantially
identical to that of PacifiCorp Delaware and (vii) prior to such merger,
consolidation, amalgamation or replacement, PacifiCorp has received an opinion
of nationally recognized independent counsel to PacifiCorp Delaware
experienced in such matters to the effect that (x) such successor entity will
be treated as a partnership for federal income tax purposes, (y) following
such merger, consolidation, amalgamation or replacement, PacifiCorp and such
successor entity will be in compliance with the Investment Company Act of
1940, as amended ("1940 Act") without registering thereunder as an investment
company and (z) such merger, consolidation, amalgamation or replacement will
not adversely affect the limited liability of the holders of the Series A
Preferred Securities.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES A PREFERRED SECURITIES

Under the terms of the Series A Preferred Securities, the holders of
outstanding Series A Preferred Securities will have the rights referred to
under "---Voting Rights" below, including the right to appoint a Special
Representative, which Special Representative shall be authorized to enforce
PacifiCorp Delaware's creditor rights under the Series A Junior Subordinated
Debentures and to enforce the rights of holders of Series A Preferred
Securities under the Guarantee.

VOTING RIGHTS

Except as provided below and under "Description of the Guarantee-
Amendments and Assignment" in the accompanying Prospectus and as otherwise
required by law and the Limited Partnership Agreement, the holders of the
Series A Preferred Securities will have no voting rights.

S-11
<PAGE>
in PacifiCorp Delaware and shall have no liability
for the debts, obligations or liabilities of PacifiCorp Delaware. For
purposes of determining whether PacifiCorp Delaware has failed to pay dividends
in full for 18 consecutive monthly dividend periods, dividends shall be deemed
to remain in arrears, notwithstanding any payments in respect thereof, until
full cumulative dividends have been or contemporaneously are paid with respect
to all monthly dividend periods terminating on or prior to the date of payment
of such full cumulative dividends. Not later than 30 days after such right to
appoint a Special Representative arises, the General Partner will convene a
meeting for the purpose of appointing a Special Representative. If the
General Partner fails to convene such meeting within such
30-day period, the holders of 10% in liquidation preference of the outstanding
Preferred Securities will be entitled to convene such meeting. The provisions
of the Limited Partnership Agreement relating to the convening and conduct of
the meetings of the partners will apply with respect to any such meeting. Any
Special Representative so appointed shall cease to be a Special Representative
of PacifiCorp Delaware and the limited partners if PacifiCorp Delaware (or
PacifiCorp pursuant to the Guarantee) shall have paid in full all accrued and
unpaid dividends on the Preferred Securities or such default or breach, as the
case may be, shall have been cured, and PacifiCorp, in its capacity as the
General Partner shall continue the business of PacifiCorp Delaware without
dissolution. Notwithstanding the appointment of any such Special
Representative, PacifiCorp shall continue as General Partner and shall retain
all rights under the Indenture, including the right to extend the interest
payment period as provided under "Description of the Series A Junior
Subordinated Debentures-Option to Extend Interest Payment Period."

If any proposed amendment to the Limited Partnership Agreement provides
for, or the General Partner otherwise proposes to effect, (i) any action which
would adversely affect the powers, preferences or special rights of the Series
A Preferred Securities, whether by way of amendment to the Limited Partnership
Agreement or otherwise (including, without limitation, the authorization or
issuance of any limited partner interests in PacifiCorp Delaware ranking, as
to participation in the profits and dividends or in the assets of PacifiCorp
Delaware, senior to the Series A Preferred Securities), or (ii) the
dissolution, winding-up or termination of PacifiCorp Delaware, other than
(x) in connection with the distribution of Series A Junior Subordinated
Debentures upon the occurrence of a Tax Event or (y) as described under
"Merger, Consolidation or Amalgamation of PacifiCorp Delaware" above, then the
holders of outstanding Series A Preferred Securities will be entitled to vote
on such amendment or proposal of the General Partner (but not on any other
amendment or proposal) as a class with all other holders of series of
Preferred Securities similarly affected, and such amendment or proposal shall
not be effective except with the approval of the holders of 66-2/3% in
liquidation preference of such outstanding Preferred Securities having a right
to vote on the matter; provided, however, that no such approval shall be
required if the dissolution, winding-up or termination of PacifiCorp Delaware
is proposed or initiated upon the initiation of proceedings, or after
proceedings have been initiated, for the dissolution, winding-up, liquidation
or termination of PacifiCorp.

The rights attached to the Series A Preferred Securities will be deemed
not to be adversely affected by the creation or issue of, and no vote will be
required for the creation of, any further limited partner interests of
PacifiCorp Delaware ranking pari passu with the Series A Preferred Securities
with regard to participation in the profits and dividends or in the assets of
PacifiCorp Delaware. Holders of Series A Preferred Securities have no
preemptive rights.

So long as any Series A Junior Subordinated Debentures are held by
PacifiCorp Delaware, the General Partner shall not (i) direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or executing any trust or power conferred on the Trustee with respect
to such series, (ii) waive any past default which is waivable under Section
6.06 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Series A Junior Subordinated
Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture, where such consent shall be
required, without, in each case, obtaining the prior approval of the holders
of at least 66-2/3% in liquidation preference of all series of Preferred
Securities affected thereby, acting as a single class; provided, however, that
where a consent under the Indenture would require the consent of each holder
affected thereby, no such consent shall be given by the General Partner
without the prior consent of each holder of all series of Preferred Securities
affected thereby. The General Partner shall not revoke any action previously
authorized or approved by a vote of any series of Preferred Securities. The
General Partner shall notify all holders of the Series A

S-12
<PAGE>
Preferred Securities of any notice of default received from the Trustee with
respect to the Series A Junior Subordinated Debentures.

Any required approval of holders of Series A Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all of the partners in PacifiCorp Delaware or
pursuant to written consent. PacifiCorp Delaware will cause a notice of any
meeting at which holders of Series A Preferred Securities are entitled to
vote, or of any matter upon which action by written consent of such holders is
to be taken, to be mailed to each holder of record of Series A Preferred
Securities. Each such notice will include a statement setting forth (i) the
date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at
such meeting on which such holders are entitled to vote or of such matter upon
which written consent is sought and (iii) instructions for the delivery of
proxies or consents.

No vote or consent of the holders of Series A Preferred Securities will be
required for PacifiCorp Delaware to redeem and cancel Series A Preferred
Securities in accordance with the Limited Partnership Agreement.

Notwithstanding that holders of Series A Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Series A Preferred Securities and any other series of Preferred Securities
that are entitled to vote or consent with such Series A Preferred Securities
as a single class at such time that are owned by PacifiCorp or any entity
owned more than 50% by PacifiCorp, either directly or indirectly, shall not be
entitled to vote or consent and shall, for purposes of such vote or consent,
be treated as if they were not outstanding.

Holders of the Series A Preferred Securities will have no rights to remove
or replace the General Partner.

BOOK-ENTRY-ONLY ISSUANCE-THE DEPOSITORY TRUST COMPANY

DTC will act as securities depository for the Series A Preferred
Securities. The Series A Preferred Securities will be issued only as
fully-registered securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global Series A Preferred Security
certificates will be issued, representing in the aggregate the total number of
Series A Preferred Securities, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations ("Direct Participants"). DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc.
(the "New York Stock Exchange"), the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.

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holdings, from the Direct or Indirect Participants through which the
Beneficial Owners purchased Series A Preferred Securities. Transfers of
ownership interests in the Series A Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Series A Preferred Securities,
except in the event that use of the book-entry system for the Series A
Preferred Securities is discontinued.

DTC has no knowledge of the actual Beneficial Owners of the Series A
Preferred Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Series A Preferred Securities are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the
Series A Preferred Securities are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
series to be redeemed.

Although voting with respect to the Series A Preferred Securities is
limited, in those cases where a vote is required, neither DTC nor Cede & Co.
will itself consent or vote with respect to Series A Preferred Securities.
Under its usual procedures, DTC would mail an Omnibus Proxy to PacifiCorp
Delaware as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Series A Preferred Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Dividend payments on the Series A Preferred Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive
payments on such payment date. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices and will be
the responsibility of such Participant and not of DTC, PacifiCorp Delaware or
PacifiCorp, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of dividends to DTC is the responsibility
of PacifiCorp Delaware, disbursement of such payments to Direct Participants
is the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with
respect to the Series A Preferred Securities at any time by giving reasonable
notice to PacifiCorp Delaware. Under such circumstances, in the event that a
successor securities depository is not obtained, Series A Preferred Security
certificates are required to be printed and delivered. Additionally,
PacifiCorp Delaware (with the consent of PacifiCorp) may decide to discontinue
use of the system of book-entry transfers through DTC (or a successor
depository). In that event, certificates for the Series A Preferred
Securities will be printed and delivered. In each of the above circumstances,
the General Partner will appoint a paying agent with respect to the Series A
Preferred Securities.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that PacifiCorp Delaware and PacifiCorp believe
to be reliable, but PacifiCorp Delaware and PacifiCorp take no responsibility
for the accuracy thereof.

REGISTRAR AND TRANSFER AGENT

PacifiCorp will act as registrar and transfer agent for the Series A
Preferred Securities.

Registration of transfers of Series A Preferred Securities will be
effected without charge by or on behalf of PacifiCorp Delaware, but upon
payment (with the giving of such indemnity as PacifiCorp

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Delaware or PacifiCorp may require) in respect of any tax or other government
charges which may be imposed in relation to it.

PacifiCorp Delaware will not be required to register or cause to be
registered the transfer of Series A Preferred Securities after such Series A
Preferred Securities have been called for redemption.

MISCELLANEOUS

The General Partner is authorized and directed to conduct its affairs and
to operate PacifiCorp Delaware in such a way that PacifiCorp Delaware will not
be deemed to be an "investment company" required to be registered under the
1940 Act or taxed as a corporation for federal income tax purposes and so that
the Series A Junior Subordinated Debentures will be treated as indebtedness of
PacifiCorp for federal income tax purposes. In this connection, the General
Partner is authorized to take any action, not inconsistent with applicable
law, the certificate of limited partnership or the Limited Partnership
Agreement, that the General Partner determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect the interests of the holders of the Series A Preferred
Securities.

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DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES

Set forth below is a description of the specific terms of the Series A
Junior Subordinated Debentures in which PacifiCorp Delaware will invest the
proceeds of the issuance and sale of (i) the Series A Preferred Securities and
(ii) the General Partner's capital contribution with respect to the Series A
Preferred Securities (the "General Partnership Payment"). This description
supplements the description of the general terms and provisions of the Junior
Subordinated Debentures set forth in the accompanying Prospectus under the
caption "Description of the Junior Subordinated Debentures." The following
description does not purport to be complete and is qualified in its entirety
by reference to the description in the accompanying Prospectus and the
Indenture, dated as of , 1994, between PacifiCorp and The Bank
of New York, as Trustee, as supplemented by a First Supplemental Indenture,
dated as of , 1994 (such Indenture, as so supplemented, is
hereinafter referred to as the "Indenture"').

Under certain circumstances involving the dissolution of PacifiCorp
Delaware following the occurrence of a Tax Event, Series A Junior Subordinated
Debentures may be distributed to the holders of the Series A Preferred
Securities in liquidation of PacifiCorp Delaware. See "Description of the
Series A Preferred Securities-Tax Event Distribution."

GENERAL

The Series A Junior Subordinated Debentures will be issued as a series of
unsecured Junior Subordinated Debentures under the Indenture. The Series A
Junior Subordinated Debentures will be limited in aggregate principal amount
to approximately $ million, such amount being the sum of the
aggregate stated liquidation preference of the Series A Preferred Securities
and the General Partnership Payment.

The entire principal amount of the Series A Junior Subordinated Debentures
will become due and payable, together with any accrued and unpaid interest
thereon, including Additional Interest (as hereinafter defined), if any, on
, 2034.

The Series A Junior Subordinated Debentures, if distributed to holders of
Series A Preferred Securities in dissolution, will initially be so issued as a
Global Security (as defined below). As described herein, under certain
limited circumstances Series A Junior Subordinated Debentures may be issued in
certificated form in exchange for a Global Security (as defined below). See
"-Book-Entry and Settlement." In the event that Series A Junior Subordinated
Debentures are issued in certificated form, such Series A Junior Subordinated
Debentures will be in denominations of $25 and integral multiples thereof and
may be transferred or exchanged at the offices described below.

Payments on Series A Junior Subordinated Debentures issued as a Global
Security will be made to DTC, as the depository for the Series A Junior
Subordinated Debentures. In the event Series A Junior Subordinated Debentures
are issued in certificated form, principal and interest will be payable, the
transfer of the Series A Junior Subordinated Debentures will be registerable
and Series A Junior Subordinated Debentures will be exchangeable for Series A
Junior Subordinated Debentures of other denominations of a like aggregate
principal amount at the corporate trust office of the Trustee in The City of
New York; provided, that payment of interest may be made at the option of
PacifiCorp by check mailed to the address of the persons entitled thereto.

If the Series A Junior Subordinated Debentures are distributed to the
holders of Series A Preferred Securities upon the dissolution of PacifiCorp
Delaware, PacifiCorp will use its best efforts to list the Series A Junior
Subordinated Debentures on the New York Stock Exchange or on such other
exchange as the Series A Preferred Securities are then listed and traded on
the same part of any such exchange.

MANDATORY PREPAYMENT

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with any accrued and unpaid interest, including Additional Interest (as
defined below), if any. Any payment pursuant to this provision shall be made
prior to 12:00 noon, New York time, on the date of such redemption or at such
other time on such earlier date as the parties thereto shall agree.

OPTIONAL REDEMPTION

PacifiCorp shall have the right to redeem the Series A Junior Subordinated
Debentures, in whole or in part, from time to time, on or after ,
1999, upon not less than 30 nor more than 60 days' notice, at a redemption
price equal to 100% of the principal amount to be redeemed plus any accrued
and unpaid interest, including Additional Interest, if any, to the redemption
date. Upon any redemption of the Series A Junior Subordinated Debentures, the
proceeds from such redemption will be applied to redeem the Series A Preferred
Securities, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the Redemption Price.

INTEREST

Each Series A Junior Subordinated Debenture will bear interest at the rate
of % per annum from the original date of issuance, payable monthly in
arrears on the last day of each calendar month of each year (each, an
"Interest Payment Date"), commencing , 1994, to the person in
whose name such Series A Junior Subordinated Debenture is registered, subject
to certain exceptions, at the close of business on the Business Day next
preceding such Interest Payment Date. In the event the Series A Junior
Subordinated Debentures shall not continue to remain in book-entry-only form,
PacifiCorp shall have the right to select record dates which shall be more
than one Business Day prior to the Interest Payment Date.

The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on the Series A Junior Subordinated Debentures is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. A "Business Day" shall mean any day
other than a day on which banking institutions in The City of New York are
authorized or required by law to close.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

PacifiCorp shall have the right at any time during the term of the Series
A Junior Subordinated Debentures to extend the interest payment period from
time to time to a period not exceeding 60 consecutive months (the "Extension
Period"), at the end of which Extension Period PacifiCorp shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Series A Junior Subordinated Debentures to the extent
permitted by applicable law); provided, that, during any such Extension
Period, PacifiCorp shall not declare or pay any dividends on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock. Prior to the termination of any such Extension Period,
PacifiCorp may further extend the interest payment period, provided that such
Extension Period together with all such previous and further extensions
thereof may not exceed 60 consecutive months. Upon the termination of any
Extension Period and the payment of all amounts then due, PacifiCorp may
select a new Extension Period, subject to the above requirements. No interest
during an Extension Period, except at the end thereof, shall be due and
payable. If PacifiCorp Delaware shall be the sole holder of the Series A
Junior Subordinated Debentures, PacifiCorp shall give PacifiCorp Delaware
notice of its selection of such Extension Period one Business Day prior to the
earlier of (i) the date the dividends on the Series A Preferred Securities are
payable or (ii) the date PacifiCorp Delaware is required to give notice to the
New York Stock Exchange or other applicable self-regulatory organization or to
holders of the Series A Preferred Securities of the record date or the date
such dividend is payable, but in any event not less than one Business Day
prior to such record date. PacifiCorp shall cause PacifiCorp Delaware to give
notice of PacifiCorp's selection of such Extension Period to the holders of
the Series A Preferred Securities. If PacifiCorp Delaware shall not be the
sole holder of the Series A Junior Subordinated Debentures, PacifiCorp shall
give the holders of the Series A Junior Subordinated Debentures notice of its
selection of such Extension Period ten Business Days prior

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to the earlier of (i) the Interest Payment Date or (ii) the date PacifiCorp is
required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization or to holders of the Series A Junior Subordinated
Debentures, of the record or payment date of such related interest payment but
in any event not less than three Business Days prior to such record date.

ADDITIONAL INTEREST

If at any time PacifiCorp Delaware shall be required to pay any interest
on dividends in arrears in respect of the Series A Preferred Securities
pursuant to the terms thereof, then PacifiCorp will pay as interest to
PacifiCorp Delaware as the holder of the Series A Junior Subordinated
Debentures ("Additional Interest") an amount equal to such interest on
dividends in arrears. In addition, if PacifiCorp Delaware would be required
to pay any taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes) imposed by the United States, or any
other taxing authority, then, in any such case, PacifiCorp also will pay as
Additional Interest such amounts as shall be required so that the net amounts
received and retained by PacifiCorp Delaware after paying any such taxes,
duties, assessments or governmental charges will be not less than the amounts
PacifiCorp Delaware would have received had no such taxes, duties, assessments
or governmental charges been imposed.

SET-OFF

Notwithstanding anything to the contrary in the Indenture, PacifiCorp
shall have the right to set-off any payment it is otherwise required to make
thereunder with and to the extent PacifiCorp has theretofore made, or is
concurrently on the date of such payment making, a payment under the
Guarantee.

EVENTS OF DEFAULT

In case any Event of Default (as defined in the Indenture) shall occur
and be continuing, PacifiCorp Delaware will have the right to declare the
principal of and the interest on the Series A Junior Subordinated Debentures
(including any Additional Interest) and any other amounts payable under the
Indenture to be forthwith due and payable and to enforce its other rights as a
creditor with respect to the Series A Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES A PREFERRED SECURITIES

Under the terms of the Series A Preferred Securities, the holders of
outstanding Series A Preferred Securities will have the rights referred to
under "Description of the Series A Preferred Securities--Voting Rights,"
including the right to appoint a Special Representative, which Special
Representative shall be authorized to exercise PacifiCorp Delaware's right
to accelerate the principal amount of the Series A Junior Subordinated
Debentures if any Event of Default shall occur and be continuing, to enforce
PacifiCorp Delaware's other creditor rights under the Series A Junior
Subordinated Debentures and to enforce the rights of holders of Series A
Preferred Securities under the Guarantee.

BOOK-ENTRY AND SETTLEMENT

If distributed to holders of Series A Preferred Securities in connection
with the dissolution of PacifiCorp Delaware as a result of the occurrence of a
Tax Event, the Series A Junior Subordinated Debentures will be issued in the
form of one or more global certificates (each, a "Global Security") registered
in the name of the nominee of DTC. Except under the limited circumstances
described below, Series A Junior Subordinated Debentures represented by the
Global Security will not be exchangeable for, and will not otherwise be
issuable as, Series A Junior Subordinated Debentures in definitive form.

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The Global Securities described above may not be transferred except by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a
successor depository or its nominee.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.

Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Series A Junior
Subordinated Debentures in definitive form and will not be considered the
Holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Series A Junior Subordinated
Debentures shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of DTC or its nominee or
to a successor depository or its nominee. Accordingly, each beneficial owner
must rely on the procedures of DTC and, if such person is not a Participant,
on the procedures of the Participant through which such person owns its
interest, to exercise any rights of a Holder under the Indenture.

THE DEPOSITORY. DTC will act as security depository for the Series A
Junior Subordinated Debentures. For a description of DTC and the specific
terms of the depository arrangements, see "Description of the Series A
Preferred Securities-Book-Entry-Only Issuance-The Depository Trust Company."
As of the date of this Prospectus Supplement, the description therein of DTC's
book-entry system and DTC's practices as they relate to purchases, transfers,
notices and payments with respect to the Series A Preferred Securities apply
in all material respects to any debt obligations represented by one or more
Global Securities held by DTC.

Neither PacifiCorp, the Trustee, any paying agent nor any other agent of
PacifiCorp or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security for such Series A Junior Subordinated
Debentures or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.

DISCONTINUANCE OF THE DEPOSITORY'S SERVICES. A Global Security shall be
exchangeable for Series A Junior Subordinated Debentures registered in the
names of persons other than DTC or its nominee only if (i) DTC notifies
PacifiCorp that it is unwilling or unable to continue as a depository for such
Global Security and no successor depository shall have been appointed, or if
any time DTC ceases to be a clearing agency registered under the Exchange Act
at a time when DTC is required to be so registered to act as such depository,
(ii) PacifiCorp in its sole discretion determines that such Global Security
shall be so exchangeable or (iii) there shall have occurred an Event of
Default with respect to such Series A Junior Subordinated Debentures. Any
Global Security that is exchangeable pursuant to the preceding sentence shall
be exchangeable for Series A Junior Subordinated Debentures registered in such
names as the Depository shall direct. It is expected that such instructions
will be based upon directions received by the Depository from its Participants
with respect to ownership of beneficial interests in such Global Security.

MISCELLANEOUS

For restrictions on certain actions of the General Partner with respect to
Series A Junior Subordinated Debentures held by PacifiCorp Delaware, see
"Description of the Series A Preferred Securities-Voting Rights."

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UNITED STATES TAXATION

GENERAL

This section is a summary of certain United States federal income tax
considerations that may be relevant to prospective purchasers of Series A
Preferred Securities and represents the opinion of Stoel Rives Boley Jones &
Grey, counsel to PacifiCorp and PacifiCorp Delaware, insofar as it relates to
matters of law and legal conclusions. This section is based upon current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing and proposed regulations thereunder and current administrative
rulings and court decisions, all of which are subject to change. Subsequent
changes may cause tax consequences to vary substantially from the consequences
described below.

No attempt has been made in the following discussion to comment on all
United States federal income tax matters affecting purchasers of Series A
Preferred Securities. Moreover, the discussion focuses on holders of Series A
Preferred Securities who are individual citizens or residents of the United
States that hold the Series A Preferred Securities as a capital asset and has
only limited application to corporations, estates, trusts or non-resident
aliens. Accordingly, each prospective purchaser of Series A Preferred
Securities should consult, and should depend on, his or her own tax advisor in
analyzing the federal, state, local and foreign tax consequences of the
purchase, ownership or disposition of Series A Preferred Securities.

INCOME FROM SERIES A PREFERRED SECURITIES

In the opinion of Stoel Rives Boley Jones & Grey, PacifiCorp Delaware will
be a partnership for federal income tax purposes. Accordingly, each holder of
Series A Preferred Securities will be required to include in gross income such
holder's distributive share of the net income of PacifiCorp Delaware. Such
income will not exceed the dividends received on such Series A Preferred
Securities, except in limited circumstances as described below under
"Potential Extension of Interest Payment Period." No portion of such income
will be eligible for the dividends received deduction.

DISPOSITION OF SERIES A PREFERRED SECURITIES

Gain or loss will be recognized on a sale, exchange or other disposition
of Series A Preferred Securities, including a redemption for cash, equal to
the difference between the amount realized and the holder's tax basis for the
Series A Preferred Securities sold. Gain or loss recognized by a holder on
the sale or exchange of a Series A Preferred Security held for more than one
year will generally be taxable as long-term capital gain or loss.

RECEIPT OF SERIES A JUNIOR SUBORDINATED DEBENTURES UPON LIQUIDATION OF
PACIFICORP DELAWARE

Under certain circumstances, as described under the caption "Description
of the Series A Preferred Securities-Tax Event Distribution", Series A Junior
Subordinated Debentures may be distributed to the holders of the Series A
Preferred Securities in liquidation of PacifiCorp Delaware. Under current
United States federal income tax law, such a distribution would be treated as
a non-taxable exchange to each holder of Series A Preferred Securities and
would result in the holder of Series A Preferred Securities receiving an
aggregate tax basis in the Series A Junior Subordinated Debentures equal to
such holder's aggregate tax basis in its Series A Preferred Securities. A
holder's holding period in the Series A Junior Subordinated Debentures so
received in liquidation of PacifiCorp Delaware would include the period for
which the Series A Preferred Securities were held by such holder. As a
condition to the dissolution of PacifiCorp Delaware and such a distribution,
PacifiCorp Delaware will be required to obtain an opinion of counsel (which
may be regular tax counsel to PacifiCorp or an affiliate, but not an employee
thereof) to the effect that the holders of the Series A Preferred Securities
will not recognize any gain or loss for federal income tax purposes as a
result of such dissolution and distribution of Series A Junior Subordinated
Debentures.

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PACIFICORP DELAWARE INFORMATION RETURNS AND AUDIT PROCEDURES

PacifiCorp, as the General Partner of PacifiCorp Delaware, will furnish
each holder of Series A Preferred Securities with a Schedule K-1 each year
setting forth such holder's allocable share of income for the prior calendar
year. PacifiCorp is required to furnish such Schedule K-1 as soon as
practicable following the end of the year, but in any event prior to March 31.

Any person who holds Series A Preferred Securities as a nominee for
another person is required to furnish to PacifiCorp Delaware (a) the name,
address and taxpayer identification number of the Beneficial Owner and the
nominee; (b) information as to whether the Beneficial Owner is (i) a person
that is not a United States person, (ii) a foreign government, an
international organization or any wholly-owned agency or instrumentality of
either of the foregoing, or (iii) a tax-exempt entity; (c) the amount and
description of Series A Preferred Securities held, acquired or transferred for
the Beneficial Owner; and (d) certain information including the dates of
acquisitions and transfers, means of acquisitions and transfers, and
acquisition cost for purchases, as well as the amount of net proceeds from
sales. Brokers and financial institutions are required to furnish additional
information, including whether they are United States persons and certain
information on Series A Preferred Securities they acquire, hold or transfer
for their own accounts. A penalty of $50 per failure (up to a maximum of
$100,000 per calendar year) is imposed by the Code for failure to report such
information to PacifiCorp Delaware. The nominee is required to supply the
Beneficial Owners of the Series A Preferred Securities with the information
furnished to PacifiCorp Delaware.

POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD

Under the Indenture, PacifiCorp has the right to extend from time to time
the interest payment period on the Series A Junior Subordinated Debentures to
a period not exceeding 60 consecutive months. Because the interest payment
period is extendable by PacifiCorp, the interest on the Series A Junior
Subordinated Debentures will be treated as "original issue discount" pursuant
to Code sections 1271 et seq. and the Treasury Regulations promulgated
_______
thereunder. PacifiCorp Delaware will therefore be required, during any
Extension Period, to include in gross income the interest on the Series A
Junior Subordinated Debentures as it accrues in accordance with a constant
yield method (notwithstanding that no cash payments will be made during an
Extension Period). Likewise, regardless of its regular method of accounting
for tax purposes, each holder of Series A Junior Subordinated Debentures
(after a dissolution of PacifiCorp Delaware) will be required, during any
Extension Period, to include in income the interest on the Series A Junior
Subordinated Debentures as it accrues in accordance with such method.

Accrued income of PacifiCorp Delaware will be allocated, but not
distributed, to holders of record on the Business Day preceding the last day
of each calendar month. As a result, holders of record during an Extension
Period or any other nonpayment period will include interest in gross income in
advance of the receipt of cash, and any such holders who dispose of Series A
Preferred Securities prior to the record date for the payment of dividends
following such Extension Period or other nonpayment period will include
interest in gross income but will not receive any cash related thereto from
PacifiCorp Delaware. A holder's tax basis in a Series A Preferred Security
will be increased by the amount of any interest that is included in income
without the receipt of cash, and will be decreased again when and if such cash
is subsequently received from PacifiCorp Delaware.

UNITED STATES ALIEN HOLDERS

For purposes of the following discussion, a "United States Alien Holder"
is any holder that is (i) a nonresident alien individual, (ii) a foreign
corporation or partnership or (iii) an estate or trust that has a foreign
fiduciary, in each case not subject to United States federal income tax on a
net income basis in respect of a Series A Preferred Security.

Under current United States federal income tax law, subject to the
discussion below with respect to backup withholding:

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actually or constructively own 10% or more of the total combined voting
power of all classes of capital stock of PacifiCorp entitled to vote,
(b) the Beneficial Owner of the Series A Preferred Security is not a
controlled foreign corporation that is related to PacifiCorp through stock
ownership and (c) the Beneficial Owner provides the correct certification
of United States Alien Holder status (which may generally be satisfied by
providing an IRS Form W-8 certifying that the Beneficial Owner is a United
States Alien Holder and providing the name and address of the Beneficial
Owner); and

(ii) A United States Alien Holder will not be subject to United
States federal withholding tax and generally will not be subject to United
States federal income tax on gain realized from the sale or exchange of a
Series A Preferred Security. Under certain conditions, a United States
Alien Holder may be subject to United States federal income tax on gain or
income received with respect to the sale or exchange of a Series A
Preferred Security. Such income taxation may occur, for example, if the
United States Alien Holder (a) is engaged in a trade or business in the
United States and gain or income is effectively connected with the conduct
of that trade or business or (b) is an individual present in the United
States for 183 days or more during the taxable year, and certain other
conditions are met. Such taxation is beyond the scope of this summary and
should be discussed with a tax advisor. If income is effectively
connected with the conduct of a trade or business in the United States by
a United States Alien Holder, withholding of United States federal income
tax may be required unless the United States Alien Holder files with
PacifiCorp Delaware or its paying agent an IRS form to the effect that the
income is so effectively connected.

If the Series A Junior Subordinated Debentures were not treated as debt, or if
Pacificorp Delaware were not treated as a partnership, for United States
federal income tax purposes, United States Alien Holders could experience tax
consequences different from those currently anticipated, including
consequences related to withholding on payment and United States estate tax
consequences.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply to payments to
noncorporate United States holders of the proceeds of the sale of Series A
Preferred Securities within the United States and "backup withholding" at a
rate of 31% will apply to such payments if the United States holder fails to
provide an accurate taxpayer identification number.

In general, information reporting requirements will also apply to payments
of principal and interest on a Series A Junior Subordinated Debenture
distributed to a holder of Series A Preferred Securities, and the proceeds of
the sale of a Series A Junior Subordinated Debenture prior to maturity within
the United States, with respect to non-corporate United States Holders, and
"backup withholding" at a rate of 31% will apply to such payments if the
United States Holder fails to provide an accurate taxpayer identification
number or to report all interest and dividends required to be shown on its
federal income tax returns.

Information reporting and backup withholding will not apply to payments of
principal and interest made by PacifiCorp or a paying agent to a United States
Alien Holder on a Series A Junior Subordinated Debenture distributed to a
holder of Series A Preferred Securities if the certification described in
clause (i)(c) under "United States Alien Holders" above is received, provided
that the payor does not have actual knowledge that the holder is a United
States Holder.

Payments of the proceeds from the sale by a United States Alien Holder of
Series A Preferred Securities or Series A Junior Subordinated Debentures
distributed to such a holder made to or through a foreign office of a broker
generally will not be subject to information reporting or backup withholding,
except that, if the broker is a United States person, a controlled foreign
corporation for United States tax purposes, or a foreign person 50% or more of
whose gross income is effectively connected with a United States trade or
business for a specified three-year period, information reporting may apply to
such payments. Payments of the proceeds from the sale of Series A Preferred
Securities or Series A Junior Subordinated Debentures distributed to a holder
of Series A Preferred Securities to or through the United States office of a
broker is subject to information reporting and backup withholding unless the
holder or beneficial owner certifies as to its non-United States status or
otherwise establishes an exemption from information reporting and backup
withholding.

S-22
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement,
PacifiCorp Delaware has agreed to sell to each of the Underwriters named
below, and each of the Underwriters, for whom Goldman, Sachs & Co., Smith
Barney Inc. and are acting as Representatives (the
"Representatives"), has severally agreed to purchase from PacifiCorp Delaware,
the respective number of Series A Preferred Securities set forth opposite its
name below:

Number of
Preferred
Underwriter Securities
___________ __________
Goldman, Sachs & Co. . . . . . . . . . .
Smith Barney Inc. . . . . . . . . . . .

________

Total . . . . . . . . . . . . . . . ========

The Underwriters propose to offer the Series A Preferred Securities in
part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus Supplement, and in part to certain
securities dealers at such price less a concession of $ per Series A
Preferred Security. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $ per Series A Preferred Security to
certain brokers and dealers. After the Series A Preferred Securities are
released for sale to the public, the offering price and other selling terms
may from time to time be varied by the Representatives.

Because the proceeds of the sale of the Series A Preferred Securities
will ultimately be used to purchase the Series A Junior Subordinated
Debentures, the Underwriting Agreement provides that PacifiCorp will pay an
amount equal to $ per Series A Preferred Security ($ per Series A
Preferred Security sold to certain institutions) for the accounts of the
several Underwriters.

PacifiCorp and PacifiCorp Delaware have agreed, during the period
beginning from the date of the Underwriting Agreement and continuing to and
including 30 days after the closing date, not to offer, sell, contract to
sell, or otherwise dispose of any Series A Preferred Securities, any limited
partnership interests of PacifiCorp Delaware, or any preferred stock or any
other securities of PacifiCorp Delaware or PacifiCorp that are substantially
similar to the Series A Preferred Securities, or any securities convertible
into or exchangeable for Series A Preferred Securities, limited partnership
interests, preferred stock or such substantially similar securities of either
PacifiCorp Delaware or PacifiCorp, without the prior written consent of the
Underwriters.

Prior to this offering, there has been no public market for the Series A
Preferred Securities. Application will be made to list the Series A Preferred
Securities on the New York Stock Exchange. In order to meet one of the
requirements for listing the Series A Preferred Securities on the New York
Stock Exchange, the Underwriters will undertake to sell lots of 100 or more
Series A Preferred Securities to a minimum of 400 beneficial holders.

PacifiCorp Delaware and PacifiCorp have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to have PacifiCorp and PacifiCorp
Delaware contribute to payments such Underwriters may be required to make on
respect thereof.

Certain of the Underwriters engage in transactions with, and from time
to time have performed services for, PacifiCorp and its subsidiaries in the
ordinary course of business.

S-23
<PAGE>
LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the Series A
Preferred Securities, the validity of the Limited Partnership Agreement and
the formation of PacifiCorp Delaware are being passed upon by Richards, Layton
& Finger, P.A., special Delaware counsel to PacifiCorp and PacifiCorp
Delaware. The validity of the Indenture, the Guarantee and the Series A
Junior Subordinated Debentures will be passed upon on behalf of PacifiCorp
Delaware and PacifiCorp by Stoel Rives Boley Jones & Grey, Portland, Oregon,
and on behalf of the Underwriters by Winthrop, Stimson, Putnam & Roberts, New
York, New York. Stoel Rives Boley Jones & Grey and Winthrop, Stimson, Putnam
& Roberts may rely on Richards, Layton & Finger, P.A. as to certain matters of
Delaware law. Statements as to United States taxation in the Prospectus
Supplement under the caption "United States Taxation" have been passed upon
for PacifiCorp and PacifiCorp Delaware by Stoel Rives Boley Jones & Grey and
are stated herein on their authority.

S-24
<PAGE>
===================================== =====================================
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, PREFERRED SECURITIES
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE PACIFICORP DELAWARE
SECURITIES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS OR AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCE IN WHICH SUCH OFFER
OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS GUARANTEED TO THE EXTENT
PROSPECTUS SUPPLEMENT OR THE SET FORTH HEREUNDER BY
PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN OR PACIFICORP
THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
____________________

TABLE OF CONTENTS
% CUMULATIVE
PROSPECTUS SUPPLEMENT MONTHLY INCOME
PREFERRED SECURITIES,
PacifiCorp Delaware, L.P. . . . . . S-3 SERIES A
PacifiCorp . . . . . . . . . . . . S-3
Investment Considerations . . . . . S-4
Selected Financial Information . . S-6
Use of Proceeds . . . . . . . . . . S-6
Description of the Series A
Preferred Securities . . . . . . S-7 ___________________
Description of the Series A
Junior Subordinated Debentures . S-16 PROSPECTUS SUPPLEMENT
United States Taxation . . . . . . S-20
Underwriting . . . . . . . . . . . S-23 ___________________
Legal Matters . . . . . . . . . . . S-24

PROSPECTUS

Available Information . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . 2
PacifiCorp . . . . . . . . . . . . 3
PacifiCorp Delaware, L.P. . . . . . 3
Consolidated Ratios of Earnings
to Fixed Charges . . . . . . . . 4
Consolidated Ratios of Earnings to
Combined Fixed Charges and GOLDMAN, SACHS & CO.
Preferred Stock Dividends . . . . 4 SMITH BARNEY INC.
Use of Proceeds . . . . . . . . . . 4
Description of the Junior
Subordinated Debentures . . . . . 4
Description of the Preferred
Securities . . . . . . . . . . . 10
Description of the Guarantee . . . 11
Plan of Distribution . . . . . . . 13
Experts . . . . . . . . . . . . . . 14
Legal Opinions . . . . . . . . . . 14
===================================== =====================================

S-25
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER __, 1994
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1994

_____ PREFERRED SECURITIES
PACIFICORP DELAWARE
CUMULATIVE ADJUSTABLE RATE MONTHLY INCOME
PREFERRED SECURITIES, SERIES A ("MIPS"*)
(LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN B
PACIFICORP

The Cumulative Adjustable Rate Monthly Income Preferred
Securities, Series A (the "Series A Preferred Securities"),
representing the limited partner interests offered hereby are
being issued by PacifiCorp Delaware, L.P., a limited
partnership formed under the laws of the State of Delaware
("PacifiCorp Delaware"). PacifiCorp, an Oregon corporation
("PacifiCorp"), is the general partner in PacifiCorp Delaware.
PacifiCorp Delaware exists for the sole purpose of issuing its
limited partnership interests and investing the proceeds
thereof in debt securities of PacifiCorp. The limited partner
interests represented by the Series A Preferred Securities will
have a preference with respect to cash distributions and
amounts payable on liquidation over the general partner's
interest in PacifiCorp Delaware.
Holders of the Series A Preferred Securities will be
entitled to receive cumulative cash distributions accruing from
the date of original issuance and payable monthly in arrears on
the last day of each calendar month of each year, commencing
, 1994 ("dividends"). The dividend rate will be
adjusted quarterly. The rate for the initial period from the
date of initial issuance to , 1994 will be % per
annum, which is equivalent to $ per Series A Preferred
Securities per annum. Thereafter, dividends on the Series A
Preferred Securities will be payable at the "Applicable Rate"
from time to time in effect. The Applicable Rate for any
quarter will be equal to % of the highest of the "Treasury
Bill Rate," the "Ten Year Constant Maturity Rate" and the
"Thirty Year Constant Maturity Rate" determined in advance of
such quarter. The Applicable Rate for any quarter will not be
less than % per annum nor greater than % per annum.
See "Description of the Series A Preferred Securities--
Dividends."
The payment of dividends, out of moneys held by PacifiCorp
Delaware, and payments on liquidation of PacifiCorp Delaware or
the redemption of Series A Preferred Securities, as set forth
below, are guaranteed by PacifiCorp to the extent described
herein and in the accompanying Prospectus (the "Guarantee").
See "Description of the Guarantee" in the accompanying
Prospectus. If PacifiCorp fails to make interest payments on
the Adjustable Rate Deferrable Interest Junior Subordinated
Debentures, Series A, Due 2034 (as described herein) ("Series A
Junior Subordinated Debentures") purchased by PacifiCorp
Delaware with the proceeds of the offering of the Series A
Preferred Securities, PacifiCorp Delaware will have
insufficient funds to pay dividends on the Series A Preferred
Securities. The Guarantee does not cover payment of dividends
when PacifiCorp Delaware does not have sufficient funds to pay
such dividends. In such event, the remedy of a holder of
Series A Preferred Securities is to enforce the rights of
PacifiCorp Delaware under the Series A Junior Subordinated
Debentures.
The Series A Preferred Securities are redeemable at the
option of PacifiCorp Delaware, in whole or in part, from time
to time, on or after , 1999, at $25 per Series
A Preferred Security plus accrued and unpaid dividends thereon
(including any interest thereon) to the date fixed for
redemption (the "Redemption Price"). See "Description of the
Series A Preferred Securities--Optional Redemption."
Upon the occurrence of certain events arising from a
change in law or a change in legal interpretation regarding tax
matters, PacifiCorp, in its capacity as the general partner of
PacifiCorp Delaware (the "General Partner"), may dissolve
PacifiCorp Delaware and cause to be distributed to the holders
of the Series A Preferred Securities, on a pro rata basis,
Series A Junior Subordinated Debentures in lieu of any cash
distribution. If the Series A Junior Subordinated Debentures
are distributed to the holders of the Series A Preferred
Securities, PacifiCorp will use its best efforts to have the
Series A Junior Subordinated Debentures listed on the New York
Stock Exchange or on such other exchange as the Series A
Preferred Securities are then listed. The obligations of
PacifiCorp under the Series A Junior Subordinated Debentures
are subordinate and junior in right of payment to Senior
Indebtedness (as defined in the accompanying Prospectus) of
PacifiCorp. At June 30, 1994, Senior Indebtedness of
PacifiCorp aggregated approximately $3.7 billion. Senior
Indebtedness includes only <PAGE>
<PAGE>
indebtedness of PacifiCorp on an unconsolidated basis.See
"Description of the Series A Preferred Securities--Tax Event
Distribution" and "Description of the Series A Junior
Subordinated Debentures."

In the event of the dissolution of PacifiCorp Delaware,
the holders of the Series A Preferred Securities will be
entitled to receive for each Series A Preferred Security a
liquidation preference of $25 plus accrued and unpaid dividends
thereon (including any interest thereon) to the date of
payment, subject to certain limitations, unless, in connection
with such dissolution, Series A Junior Subordinated Debentures
are distributed to the holders of the Series A Preferred
Securities. See "Description of the Series A Preferred
Securities--Liquidation Distribution Upon Dissolution."
--------------------
SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE SERIES A PREFERRED SECURITIES,
INCLUDING THE PERIOD DURING WHICH AND CIRCUMSTANCES UNDER WHICH
PAYMENT OF DIVIDENDS ON THE SERIES A PREFERRED SECURITIES MAY
BE DEFERRED.
--------------------
Application will be made to list the Series A Preferred
Securities on the New York Stock Exchange. Listing will be
made subject to meeting the requirements of such Exchange,
including those relating to distribution.

--------------------

<TABLE>
<CAPTION>
Proceeds to
Initial Public Underwriting PacifiCorp
Offering Price Commission(1) Delaware(2)(3)
-------------- ------------- --------------
<S> <C> <C> <C>
Per Series A Preferred Security $ (2) $
Total. . . . . . . . . . . . $ (2) $
__________
<FN>
(1) PacifiCorp Delaware and PacifiCorp have agreed to
indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities
Act of 1933, as amended. See "Underwriting."
(2) Because the proceeds of the sale of the Series A Preferred
Securities will ultimately be invested in Series A Junior
Subordinated Debentures, the Underwriting Agreement
provides that PacifiCorp will pay to the Underwriters
$ per Series A Preferred Security (or $ in
the aggregate); provided, that such compensation will be
$ per Series A Preferred Security sold to certain
institutions. Therefore, to the extent that Series A
Preferred Securities are sold to such institutions, the
actual amount of underwriting commission will be less than
the amount specified in the preceding sentence. See
"Underwriting."
(3) Expenses of the offering which are payable by PacifiCorp
are estimated to be $ .
</TABLE>
--------------------

The Series A Preferred Securities offered hereby are
offered severally by the Underwriters, as specified herein, and
subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected
that delivery of the Series A Preferred Securities will be made
only in book-entry form through the facilities of The
Depository Trust Company on or about , 1994.
__________
* An application has been filed by Goldman, Sachs & Co. with
the United States Patent and Trademark Office for the
registration of the MIPS servicemark.
--------------------

GOLDMAN, SACHS & CO. SMITH BARNEY INC.

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1994.<PAGE>
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of
any such jurisdiction.<PAGE>
<PAGE>S-2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
<PAGE>S-3
PACIFICORP DELAWARE, L.P.

PacifiCorp Delaware is a limited partnership which was
formed under the Delaware Revised Uniform Limited Partnership
Act (the "Partnership Act") by filing a certificate of limited
partnership with the Delaware Secretary of State on August 26,
1994. The initial partners in PacifiCorp Delaware are
PacifiCorp, as the General Partner, and PacifiCorp Preferred
Capital, Inc., a Delaware corporation ("Capital"), as limited
partner. Upon the issuance of the Series A Preferred
Securities, which securities represent limited partner
interests in PacifiCorp Delaware, Capital will remain as a
limited partner, but will have no interest in the profits and
dividends or in the assets of PacifiCorp Delaware. The General
Partner will agree to contribute capital to the extent required
to maintain its capital at an amount equal to at least 3% of
the total capital contributions to PacifiCorp Delaware.
PacifiCorp and Capital entered into a limited partnership
agreement dated as of August 25, 1994. Such limited
partnership agreement will be amended and restated in its
entirety (as so amended and restated, the "Limited Partnership
Agreement") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus Supplement
and the accompanying Prospectus form a part.

PacifiCorp Delaware is managed by the General Partner and
exists for the sole purpose of issuing its limited partnership
interests and investing the proceeds thereof in deferrable
interest junior subordinated debentures of PacifiCorp ("Junior
Subordinated Debentures"). The rights of the holders of the
Series A Preferred Securities, including economic rights,
rights to information and voting rights, are set forth in the
Limited Partnership Agreement and the Partnership Act. See
"Description of the Series A Preferred Securities."

PACIFICORP

The principal executive offices of PacifiCorp are located
at 700 NE Multnomah, Suite 1600, Portland, Oregon 97232; the
telephone number is (503) 731-2000.

<PAGE>
<PAGE>S-4
INVESTMENT CONSIDERATIONS

Prospective purchasers of Series A Preferred Securities
should carefully review the information contained elsewhere in
this Prospectus Supplement and in the accompanying Prospectus
and should particularly consider the following matters:

SUBORDINATE OBLIGATIONS UNDER GUARANTEE AND SERIES A
JUNIOR SUBORDINATED DEBENTURES. PacifiCorp's obligations under
the Guarantee are subordinate and junior in right of payment to
all other liabilities of PacifiCorp. The obligations of
PacifiCorp under the Series A Junior Subordinated Debentures
described under "Description of the Series A Junior
Subordinated Debentures" are subordinate and junior in right of
payment to Senior Indebtedness (as defined in the accompanying
Prospectus) of PacifiCorp. At June 30, 1994, Senior
Indebtedness of PacifiCorp aggregated approximately $3.7
billion. There are no terms in the Series A Preferred
Securities, the Series A Junior Subordinated Debentures or the
Guarantee that limit PacifiCorp's ability to incur additional
indebtedness, including indebtedness that ranks senior to the
Series A Junior Subordinated Debentures and the Guarantee. See
"Description of the Guarantee--Status of the Guarantee" and
"Description of the Junior Subordinated Debentures--
Subordination" in the accompanying Prospectus.

OPTION TO EXTEND INTEREST PAYMENT PERIOD. PacifiCorp has
the right under the Indenture (as defined herein) to extend the
interest payment period from time to time on the Series A
Junior Subordinated Debentures to a period not exceeding 60
consecutive months, and, as a consequence, monthly dividends on
the Series A Preferred Securities would be deferred (but would
continue to accrue with interest thereon) by PacifiCorp
Delaware during any such extended interest payment period. In
the event that PacifiCorp exercises this right, PacifiCorp may
not declare or pay dividends on, or redeem, purchase or
acquire, any of its capital stock. Prior to the termination of
any such extension period, PacifiCorp may further extend the
interest payment period, provided that any such extension
period together with all such previous and further extensions
thereof may not exceed 60 consecutive months. Upon the
termination of any extension period and the payment of all
amounts then due, PacifiCorp may select a new extension period,
subject to the above requirements. PacifiCorp Delaware and
PacifiCorp believe that the extension of a payment period on
the Series A Junior Subordinated Debentures is unlikely. See
"Description of the Series A Preferred Securities--Dividends"
and "Description of the Series A Junior Subordinated
Debentures--Option to Extend Interest Payment Period."

Should an extended interest payment period occur,
PacifiCorp Delaware will continue to accrue income for United
States federal income tax purposes, which will be allocated,
but not distributed, to holders of record of Series A Preferred
Securities. As a result, such a holder will include such
interest in gross income for United States federal income tax
purposes in advance of the receipt of cash, and will not
receive the cash from PacifiCorp Delaware related to such
income if such a holder disposes of his or her Series A
Preferred Securities prior to the record date for payment of
dividends. See "United States Taxation--Potential Extension of
Interest Payment Period."

TAX EVENT DISTRIBUTION. Upon the occurrence of a Tax
Event (as defined herein), the General Partner will dissolve
PacifiCorp Delaware and cause Series A Junior Subordinated
Debentures to be distributed to the holders of the Series A
Preferred Securities in connection with the liquidation of
PacifiCorp Delaware provided, however, that, as a condition to
such dissolution and distribution, PacifiCorp Delaware shall be
required to obtain an opinion of counsel (which may be regular
tax counsel to PacifiCorp or an affiliate, but not an employee
thereof) to the effect that the holders of the Series A
Preferred Securities will not recognize any gain or loss for
federal income tax purposes as a result of such dissolution and
distribution of Series A Junior Subordinated Debentures, and,
provided further, that the General Partner may elect to cause
the Series A Preferred Securities to remain outstanding. See
"Description of the Series A Preferred Securities--Tax Event
Distribution."

In April 1994, the Internal Revenue Service (the "IRS")
issued certain notices generally addressing the characteristics
which distinguish debt from equity for various purposes under
the federal income tax laws. In these notices, the IRS
indicated that transactions involving securities that, like the
securities offered hereby, have both debt and equity
characteristics would be reviewed with scrutiny to determine
how they would be treated for tax purposes. PacifiCorp
believes that interest on the Series A Junior Subordinated
Debentures will be deductible under the tests referred to in
these notices. If, <PAGE>
<PAGE>S-5
however, the General Partner shall have obtained an opinion of
nationally recognized independent tax counsel experienced in
such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority
thereof or therein, (b) any notice of proposed adjustment
issued by the IRS to PacifiCorp or PacifiCorp Delaware, (c) any
amendment to or change in an interpretation or application of
such laws or regulations by any legislative body, court,
governmental agency or regulatory authority (including the
enactment of any legislation and the publication of any
judicial decision or regulatory determination on or after such
date) or (d) any interpretation or pronouncement that provides
for a position with respect to such laws or regulations that
differs from the generally accepted position on ,
1994, which amendment or change is effective, which notice of
proposed adjustment is issued or which interpretation or
pronouncement is announced on or after , 1994,
there is more than an insubstantial risk that interest payable
to PacifiCorp Delaware on the Series A Junior Subordinated
Debentures will not be deductible by PacifiCorp for federal
income tax purposes (or PacifiCorp Delaware is subject to
federal income tax with respect to interest received on the
Series A Junior Subordinated Debentures or to more than a de
minimis amount of other taxes, duties or other governmental
charges), the General Partner would have the option, subject to
receiving a favorable opinion of tax counsel, to dissolve
PacifiCorp Delaware and cause the Series A Junior Subordinated
Debentures to be distributed to the holders of the Series A
Preferred Securities, as described under "Description of the
Series A Preferred Securities--Tax Event Distribution."<PAGE>
<PAGE>S-6
SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions, except per share amounts)

<TABLE>
<CAPTION>
Twelve Months Ended Six Months
December 31, Ended June 30,
------------------- --------------
1991 1992 1993 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Income Statement Data:
Revenues $3,168 $3,242 $3,412 $1,668 $1,701
Income from Operations (1) 941 633 916 445 453
Income from Continuing Operations 447 150 423 204 210
Discontinued Operations (2) 60 (491) 52 -- --
Cumulative Effect on Prior Years of
a Change in Accounting for
Income Taxes -- -- 4 4 --
Net Income (Loss) 507 (341) 479 208 210
Preferred Stock Dividend Requirements 26 37 39 19 20
Earnings (Loss) on Common Stock 481 (378) 440 189 190
Earnings (Loss) per Common Share:
Continuing Operations 1.63 .42 1.40 .68 .67
Discontinued Operations .23 (1.84) .19 -- --
Cumulative Effect on Prior Years
of a Change in Accounting for
Income Taxes -- -- .01 .01 --

June 30, 1994
---------------------------------------
Actual As Adjusted(3)
----------------- ------------------
Amount % Amount %
------ --- ------ ---
<S> <C> <C> <C> <C>
Capital Structure:
Long-Term Debt and Capital Lease
Obligations $3,814 49% $3,814 49%
Preferred Stock 367 5 367 5
Preferred Stock Subject to Mandatory
Redemption 219 3 219 3
Common Equity 3,345 43 3,345 43
----- --- ----- ---
Total $7,745 100% $7,745 100%
===== === ===== ===
Short-Term Debt $ 528
Long-term Debt and Capital Lease Obligations
Currently Maturing $ 164 $ 164
Minority Interest $ 104 $
____________________
<FN>
(1) Income before income taxes, interest, other nonoperating
items, discontinued operations and cumulative effect of a
change in an accounting principle.
(2) Discontinued operations represents PacifiCorp's interests
in NERCO, Inc. and an international communications
subsidiary of Pacific Telecom.
(3) Adjusted to give effect to the issuance and sale of the
Series A Preferred Securities of PacifiCorp Delaware and
the investment of the proceeds thereof in Series A Junior
Subordinated Debentures of PacifiCorp. Such proceeds will
ultimately be used by PacifiCorp to retire its short-term
debt. See "Use of Proceeds." The above table sets forth
the effects of consolidation of PacifiCorp and all of its
consolidated subsidiaries, including PacifiCorp Delaware.
The Series A Preferred Securities are recorded as minority
interest.
</TABLE>

USE OF PROCEEDS

The proceeds from the sale of the Series A Preferred
Securities will be invested in the Series A Junior Subordinated
Debentures issued pursuant to the Indenture described herein,
and ultimately will be used by PacifiCorp to repay its
short-term borrowings and for the other corporate purposes.<PAGE>
<PAGE>S-7
DESCRIPTION OF THE SERIES A PREFERRED SECURITIES

GENERAL

All of the partnership interests in PacifiCorp Delaware,
other than the Series A Preferred Securities offered hereby,
are owned directly or indirectly by PacifiCorp. The Limited
Partnership Agreement authorizes and creates the Series A
Preferred Securities, which represent limited partner interests
in PacifiCorp Delaware (the "Preferred Securities"). Preferred
Securities may be issued from time to time in one or more
series as described in the accompanying Prospectus. The
limited partner interests represented by the Series A Preferred
Securities will have a preference with respect to dividends and
amounts payable on liquidation over the General Partner's
interest in PacifiCorp Delaware. The Limited Partnership
Agreement does not permit the issuance of any Preferred
Securities ranking, as to participation in profits and
dividends and in the assets of PacifiCorp Delaware, senior or
junior to the Series A Preferred Securities or the incurrence
of any indebtedness by PacifiCorp Delaware. The summary of
certain terms and provisions of the Series A Preferred
Securities set forth below does not purport to be complete and
is subject to, and qualified in its entirety by reference to,
the Limited Partnership Agreement and the Partnership Act.

DIVIDENDS

The dividend rate will be adjusted quarterly. The rate
for the initial period from the date of initial issuance to
, 1994 will be % per annum, which is
equivalent to $ per Series A Preferred Security per
annum. Thereafter, dividends on the Series A Preferred
Securities will be payable at the "Applicable Rate" (as defined
below) from time to time in effect.

PacifiCorp has the right under the Indenture to extend the
interest payment period from time to time on the Series A
Junior Subordinated Debentures to a period not exceeding 60
consecutive months, and, as a consequence, monthly dividends on
the Series A Preferred Securities would be deferred (but would
continue to accrue with interest) by PacifiCorp Delaware during
any such extended interest payment period. In the event that
PacifiCorp exercises this right, PacifiCorp may not declare or
pay dividends on, or redeem, purchase or acquire, any of its
capital stock. Prior to the termination of any such extension
period, PacifiCorp may further extend the interest payment
period, provided that such extension period together with all
such previous and further extensions thereof may not exceed 60
consecutive months. Upon the termination of any extension
period and the payment of all amounts then due, PacifiCorp may
select a new extension period, subject to the above
requirements. See "Description of the Series A Junior
Subordinated Debentures--Interest" and "--Option to Extend
Interest Payment Period."

Dividends on the Series A Preferred Securities must be
paid on the dates payable to the extent that PacifiCorp
Delaware has (i) funds legally available for the payment of
such dividends and (ii) cash on hand sufficient to permit such
payments. It is anticipated that PacifiCorp Delaware's
earnings available for distribution to the holders of the
Series A Preferred Securities will be limited to payments under
the Series A Junior Subordinated Debentures in which PacifiCorp
Delaware will invest the proceeds from the issuance and sale of
the Series A Preferred Securities and the General Partner's
capital contribution. See "Description of the Series A Junior
Subordinated Debentures." The payment of dividends, out of
moneys held by PacifiCorp Delaware, are guaranteed by
PacifiCorp as set forth under "Description of the Guarantee" in
the accompanying Prospectus.

<PAGE>
<PAGE>S-8
Dividends on the Series A Preferred Securities will be
payable to the holders thereof as they appear on the books and
records of PacifiCorp Delaware on the relevant record dates,
which, as long as the Series A Preferred Securities remain in
book-entry-only form, will be one Business Day (as defined
below) prior to the relevant payment dates. Subject to any
applicable laws and regulations and the provisions of the
Limited Partnership Agreement, each such payment will be made
as described under "Book-Entry-Only Issuance-The Depository
Trust Company" below. In the event the Series A Preferred
Securities shall not continue to remain in book-entry-only
form, the General Partner shall have the right to select
relevant record dates, which shall be more than one Business
Day prior to the relevant payment dates. In the event that any
date on which dividends are payable on the Series A Preferred
Securities is not a Business Day, then payment of the dividend
payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on
such date. A "Business Day" shall mean any day other than a day
on which banking institutions in The City of New York are
authorized or required by law to close.

Except as provided below in this paragraph, the
"Applicable Rate" for any quarter (other than the initial
period) will be equal to % of the Effective Rate (as
defined below), but not less than % per annum nor more
than % per annum. The "Effective Rate" for any quarter
will be equal to the highest of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate (each as defined below) for such quarter. The
Applicable Rate will be rounded to the nearest five hundredths
of a percent. In the event that PacifiCorp Delaware determines
in good faith that for any reason:

(i) any one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate or the Thirty Year Constant
Maturity Rate cannot be determined for any quarter, then
the Effective Rate for such quarter will be equal to the
higher of whichever two of such rates can be so
determined.

(ii) only one of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant
Maturity Rate can be determined for any quarter, then the
Effective Rate for such quarter will be equal to whichever
such rate can be so determined; or

(iii) none of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year Constant
Maturity Rate can be determined for any quarter, then the
Effective Rate for the preceding quarter will be continued
for such quarter.

Except as described below in this paragraph, the "Treasury
Bill Rate" for each quarter will be the arithmetic average of
the two most recent weekly per annum secondary market discount
rates (or the one weekly per annum secondary market discount
rate, if only one such rate is published during the relevant
Calendar Period (as defined below)) for three-month U.S.
Treasury bills, as published weekly by the Federal Reserve
Board (as defined below) during the Calendar Period immediately
preceding the last ten calendar days preceding the quarter for
which the dividend rate on the Series A Preferred Securities is
being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum secondary market
discount rate during any such Calendar Period, then the
Treasury Bill Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum secondary
market discount rates (or the one weekly per annum secondary
market discount rate, if only one such rate is published during
the relevant Calendar Period) for three-month U.S. Treasury
bills, as published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department or
agency selected by PacifiCorp Delaware. In the event that a
per annum secondary market discount rate for three-month U.S.
Treasury bills is not published by the Federal Reserve Board or
by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the
Treasury Bill Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum secondary
market discount rates (or the one weekly per annum secondary
market discount rate, if only one such rate is published during
the relevant Calendar Period) for all of the U.S. Treasury
bills then having remaining maturities of not less than 80 nor
more than 100 days, as published during such Calendar Period by
the Federal Reserve Board, or if the Federal Reserve Board does
not publish such rates, by any Federal Reserve Bank or by any
U.S. Government department or agency selected by PacifiCorp
Delaware. In the event that PacifiCorp Delaware determines in
good faith that for any <PAGE>
<PAGE>S-9
reason no such U.S. Treasury bill rates are published as
provided above during such Calendar Period, then the Treasury
Bill Rate for such quarter will be the arithmetic average of
the per annum secondary market discount rates based upon the
closing bids during such Calendar Period for each of the issues
of marketable non-interest-bearing U.S. Treasury securities
with a remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less
frequently if daily quotations are not generally available) to
PacifiCorp Delaware by at least three recognized dealers in
U.S. Government securities selected by PacifiCorp Delaware. In
the event that PacifiCorp Delaware determines in good faith
that for any reason PacifiCorp Delaware cannot determine the
Treasury Bill Rate for any quarter as provided above in this
paragraph, the Treasury Bill Rate for such quarter will be the
arithmetic average of the per annum secondary market discount
rate based upon the closing bids during such Calendar Period
for each of the issues of marketable interest-bearing U.S.
Treasury securities with a remaining maturity of not less than
80 nor more than 100 days, as chosen and quoted daily for each
business day in New York City (or less frequently if daily
quotations are not generally available) to PacifiCorp Delaware
by at least three recognized dealers in U.S. Government
securities selected by PacifiCorp Delaware.

Except as described below in this paragraph, the "Ten Year
Constant Maturity Rate" for each quarter will be the arithmetic
average of the two most recent weekly per annum Ten Year
Average Yields (as defined below) (or the one weekly per annum
Ten Year Average Yield, if only one such yield is published
during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period
immediately preceding the last ten calendar days preceding the
quarter for which the dividend rate on the Series A Preferred
Securities is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year
Average Yield during such Calendar Period, then the Ten Year
Constant Maturity Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum Ten Year
Average Yields (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by PacifiCorp Delaware. In the
event that a per annum Ten Year Average Yield is not published
by the Federal Reserve Board or by the Federal Reserve Bank or
by any U.S. Government department or agency during such
Calendar Period, then the Ten Year Constant Maturity Rate for
such quarter will be the arithmetic average of the two most
recent weekly per annum average yields to maturity (or the one
weekly per annum average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all
of the actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities (as defined
below)) then having remaining maturities of not less than eight
nor more than twelve years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by
PacifiCorp Delaware. In the event that PacifiCorp Delaware
determines in good faith that for any reason PacifiCorp
Delaware cannot determine the Ten Year Constant Maturity Rate
for any quarter as provided above in this paragraph, then the
Ten Year Constant Maturity Rate for such quarter will be the
arithmetic average of the per annum average yields to maturity
based upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight or more than
twelve years from the date of each such quotation, as chosen
and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally
available) to PacifiCorp Delaware by at least three recognized
dealers in U.S. Government securities selected by PacifiCorp
Delaware.

Except as described below in this paragraph, the "Thirty
Year Constant Maturity Rate" for each quarter will be the
arithmetic average of the two most recent weekly per annum
Thirty Year Average Yields (as defined below) (or the one
weekly per annum Thirty Year Average Yield, if only one such
yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the
Calendar Period immediately preceding the last ten calendar
days preceding the quarter for which the dividend rate on the
Series A Preferred Securities is being determined. In the
event that the Federal Reserve Board does not publish such a
weekly per annum Thirty Year Average Yield during such Calendar
Period, then the Thirty Year Constant Maturity Rate for such
quarter will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (or the one weekly
per annum Thirty Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published
weekly during such Calendar Period by any Federal Reserve Bank
or by <PAGE>
<PAGE>S-10
any U.S. Government department or agency selected by PacifiCorp
Delaware. In the event that a per annum Thirty Year Average
Yield is not published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government department or
agency during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum average yields
to maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of
not less than twenty-eight nor more than thirty-two years, as
published during such Calendar Period by the Federal Reserve
Board or, if the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by PacifiCorp Delaware. In the
event that PacifiCorp Delaware determines in good faith that
for any reason PacifiCorp Delaware cannot determine the Thirty
Year Constant Maturity Rate for any quarter as provided above
in this paragraph, then the Thirty Year Constant Maturity Rate
for such quarter will be the arithmetic average of the per
annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity date not
less than twenty-eight nor more than thirty-two years from the
date of each such quotation, as chosen and quoted daily for
each business day in New York City (or less frequently if daily
quotations are not generally available) to PacifiCorp Delaware
by at least three recognized dealers in U.S. Government
securities selected by PacifiCorp Delaware.

The Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate will each be
rounded to the nearest one hundredth of a percent.

The Applicable Rate with respect to each quarter (other
than the initial period) will be calculated as promptly as
practicable by PacifiCorp Delaware according to the appropriate
method described above. PacifiCorp Delaware will cause each
Applicable Rate to be published in a newspaper of general
circulation in New York City before the commencement of the
quarter to which it applies and will cause notice of such
Applicable Rate to be given to The Depository Trust Company
(the "Depository" or "DTC"), New York, New York, the securities
depository for the Series A Preferred Securities. See
"Book-Entry-Only Issuance--The Depository Trust Company" below.

As used above, the term "Calendar Period" means a period
of fourteen calendar days; the term "Federal Reserve Board"
means the Board of Governors of the Federal Reserve System; the
term "Special Securities" means securities which can, at the
option of the holder, be surrendered at face value in payment
of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which
were originally issued at a deep or substantial discount; the
term "Ten Year Average Yield" means the average yield to
maturity for actively traded marketable U.S. Treasury fixed
interest rate securities adjusted to constant maturities of ten
years; and the term "Thirty Year Average Yield" means the
average yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities adjusted to constant
maturities of thirty years.

CERTAIN RESTRICTIONS ON PACIFICORP DELAWARE

If dividends have not been paid in full on the Series A
Preferred Securities, PacifiCorp Delaware shall not:

(i) pay, or set aside for payment, any dividends on
any other series of Preferred Securities, unless the
amount of any dividends declared on any other series of
Preferred Securities is paid on such other series of
Preferred Securities and the Series A Preferred Securities
on a pro rata basis on the date such dividends are paid on
such other series of Preferred Securities, so that

(x) the aggregate amount of dividends paid on
the Series A Preferred Securities bears to the
aggregate amount of dividends paid on such other
series of Preferred Securities the same ratio as

<PAGE>
<PAGE>S-11
(y) the aggregate of all accrued and unpaid
dividends in respect of the Series A Preferred
Securities bears to the aggregate of all accrued and
unpaid dividends in respect of such other series of
Preferred Securities; or

(ii) redeem, purchase or otherwise acquire any other
Preferred Securities;

until, in each case, such time as all accrued and unpaid
dividends on the Series A Preferred Securities shall have been
paid in full for all dividend periods terminating on or prior
to, in the case of clause (i), such payment and, in the case of
clause (ii), the date of such redemption, purchase or
acquisition.

As of the date of this Prospectus Supplement, there are no
series of Preferred Securities outstanding.

OPTIONAL REDEMPTION

The Series A Preferred Securities are redeemable, at the
option of PacifiCorp Delaware, in whole or in part, from time
to time, on or after , 1999, upon not less than
30 nor more than 60 days' notice, at the Redemption Price. In
the event that fewer than all the outstanding Series A
Preferred Securities are to be so redeemed, the Series A
Preferred Securities to be redeemed will be selected as
described under "Book-Entry-Only Issuance--The Depository Trust
Company" below. If a partial redemption would result in the
delisting of the Series A Preferred Securities, PacifiCorp
Delaware may only redeem the Series A Preferred Securities in
whole. If PacifiCorp Delaware redeems the Series A Preferred
Securities in accordance with the terms thereof, the Series A
Junior Subordinated Debentures will become due and payable in a
principal amount equal to the aggregate stated liquidation
preference of the Series A Preferred Securities so redeemed,
together with any accrued and unpaid interest, including
Additional Interest (as defined below), if any.

TAX EVENT DISTRIBUTION

If a Tax Event (as defined below) shall occur and be
continuing, the General Partner shall dissolve PacifiCorp
Delaware and, after satisfaction of liabilities of creditors as
required by the Partnership Act, cause Series A Junior
Subordinated Debentures having an aggregate principal amount and
accrued and unpaid interest equal to the aggregate of the stated
liquidation preference of, and accrued and unpaid dividends on,
the Series A Preferred Securities to be distributed to the holders of
the Series A Preferred Securities in liquidation of PacifiCorp
Delaware, within 90 days following the occurrence of such Tax
Event; provided, however, that, as a condition of such
dissolution and distribution, PacifiCorp Delaware shall be
required to obtain an opinion of counsel (which may be regular
tax counsel to PacifiCorp or an affiliate, but not an employee
thereof) to the effect that the holders of the Series A
Preferred Securities will not recognize any gain or loss for
federal income tax purposes as a result of such dissolution and
distribution of Series A Junior Subordinated Debentures; and,
provided further, that the General Partner may elect to cause
the Series A Preferred Securities to remain outstanding.

"Tax Event" means that the General Partner shall have
obtained an opinion of nationally recognized independent tax
counsel experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision
or taxing authority thereof or therein, (b) any notice of
proposed adjustment issued by the IRS to PacifiCorp or
PacifiCorp Delaware, (c) any amendment to or change in an
interpretation or application of such laws or regulations by
any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory
determination on or after such date) or (d) any interpretation
or pronouncement that provides for a position with respect to
such laws or regulations that differs from the generally
accepted position on , 1994, which amendment or
change is effective, which notice of proposed adjustment is
issued or which interpretation or pronouncement is announced on
or after , 1994, there is more than an
insubstantial risk that (i) PacifiCorp Delaware is subject to
federal income tax with respect to interest received on the
Series A Junior Subordinated Debentures, (ii) interest payable
to PacifiCorp Delaware on the Series A Junior Subordinated
Debentures will not be deductible by PacifiCorp for federal
income tax purposes or (iii) PacifiCorp Delaware will be
subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

<PAGE>
<PAGE>S-12
After the date fixed for any distribution of Series A
Junior Subordinated Debentures, upon dissolution of PacifiCorp
Delaware, (i) the Series A Preferred Securities will no longer
be deemed to be outstanding, (ii) DTC or its nominee, as the
record holder of the Series A Preferred Securities, will return
the registered global certificate or certificates representing
the Series A Preferred Securities and will receive a registered
global certificate or certificates representing the Series A
Junior Subordinated Debentures to be delivered upon such
distribution and (iii) any certificates representing Series A
Preferred Securities not held by DTC or its nominee will be
deemed to represent Series A Junior Subordinated Debentures
having an aggregate principal amount and accrued and unpaid
interest equal to the aggregate of the stated liquidation
preference of, and accrued and unpaid dividends on, such Series
A Preferred Securities until such certificates are presented to
PacifiCorp or its agent for transfer or reissuance.

MANDATORY REDEMPTION

Upon any redemption or repayment of the Series A Junior
Subordinated Debentures at maturity or earlier, the proceeds
from such redemption or repayment will be applied to redeem the
Series A Preferred Securities, in whole or in part, upon not
less than 30 nor more than 60 days' notice, at the Redemption
Price.

REDEMPTION PROCEDURES

PacifiCorp Delaware may not redeem fewer than all the
outstanding Series A Preferred Securities unless all accrued
and unpaid dividends have been paid on all Series A Preferred
Securities for all monthly dividend periods terminating on or
prior to the date of redemption.

If PacifiCorp Delaware gives a notice of redemption in
respect of Series A Preferred Securities (which notice will be
irrevocable), then, by 12:00 noon, New York time, on the
redemption date, PacifiCorp Delaware will irrevocably deposit
with DTC funds sufficient to pay the applicable Redemption
Price and will give DTC irrevocable instructions and authority
to pay the Redemption Price to the holders of the Series A
Preferred Securities. See "Book-Entry-Only Issuance--The
Depository Trust Company." If notice of redemption shall have
been given and funds deposited as required, then upon the date
of such deposit, all rights of holders of such Series A
Preferred Securities so called for redemption will cease,
except the right of the holders of such Series A Preferred
Securities to receive the Redemption Price, but without
interest on such Redemption Price. In the event that any date
fixed for redemption of Series A Preferred Securities is not a
Business Day, then payment of the Redemption Price payable on
such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on
the immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Series A
Preferred Securities is improperly withheld or refused and not
paid either by PacifiCorp Delaware or by PacifiCorp pursuant to
the Guarantee described under "Description of the Guarantee" in
the accompanying Prospectus, dividends on such Series A
Preferred Securities will continue to accrue at the then
applicable rate, from the original redemption date to the date
of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of
calculating the Redemption Price.

Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws),
PacifiCorp or its subsidiaries may at any time and from time to
time purchase outstanding Series A Preferred Securities by
tender, in the open market, or by private agreement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary dissolution,
winding-up or termination of PacifiCorp Delaware, the holders
of the Series A Preferred Securities at the time will be
entitled to receive out of the assets of PacifiCorp Delaware
available for distribution to partners after satisfaction of
liabilities of creditors as required by the Partnership Act,
before any distribution of assets is made to the General
Partner, but together with the holders of every other series of
Preferred Securities outstanding, an amount equal to, in the
case of holders of Series A Preferred Securities, the aggregate
of the stated
<PAGE>S-13
liquidation preference of $25 per Series A Preferred Security and
accrued and unpaid dividends thereon to the date of payment (the
"Liquidation Distribution"), unless, in connection with such
dissolution, winding-up or termination, Series A Junior Subordinated
Debentures in an aggregate principal amount and accrued and unpaid
interest equal to the Liquidation Distribution have been distributed
on a pro rata basis to the holders of the Series A Preferred
Securities.

If, upon any such dissolution, the Liquidation
Distribution can be paid only in part because PacifiCorp
Delaware has insufficient assets available to pay in full the
aggregate Liquidation Distribution and the aggregate maximum
liquidation distributions on any other series of Preferred
Securities, then the amounts payable directly by PacifiCorp
Delaware on the Series A Preferred Securities and on such other
series of Preferred Securities shall be paid on a pro rata
basis, so that

(i) the aggregate amount paid in respect of the
Liquidation Distribution bears to the aggregate amount
paid as liquidation distributions on the other series of
Preferred Securities the same ratio as

(ii) the aggregate Liquidation Distribution bears to
the aggregate maximum liquidation distributions on the
other series of Preferred Securities.

Pursuant to the Limited Partnership Agreement, PacifiCorp
Delaware shall be dissolved and its affairs shall be wound up:
(i) on December 31, 2039, the expiration of the term of
PacifiCorp Delaware, subject to extension for an additional 40
years by the General Partner, (ii) upon the bankruptcy of the
General Partner or the assignment by the General Partner of its
entire interest in PacifiCorp Delaware when the assignee is not
admitted to PacifiCorp Delaware as a general partner of
PacifiCorp Delaware in accordance with the Limited Partnership
Agreement, or the filing of a certificate of dissolution or its
equivalent with respect to the General Partner, or the
revocation of the General Partner's charter and the expiration
of 90 days after the date of notice to the General Partner of
revocation without a reinstatement of its charter, or any other
event occurs which causes the General Partner to cease to be a
general partner of PacifiCorp Delaware under the Partnership
Act, unless the business of PacifiCorp Delaware is continued in
accordance with the Partnership Act, (iii) in accordance with
the provisions of the Series A Preferred Securities, (iv) upon
the entry of a decree of a judicial dissolution or (v) upon the
written consent of all partners of PacifiCorp Delaware.

MERGER, CONSOLIDATION OR AMALGAMATION OF PACIFICORP DELAWARE

PacifiCorp Delaware may not consolidate, amalgamate, merge
with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any
corporation or other body, except as described below.
PacifiCorp Delaware may, without the consent of the holders of
the Series A Preferred Securities, consolidate, amalgamate,
merge with or into, or be replaced by a limited liability
company, limited partnership or a trust organized as such under
the laws of any state of the United States of America;
provided, that (i) such successor entity either (x) expressly
assumes all of the obligations of PacifiCorp Delaware under the
Series A Preferred Securities or (y) substitutes for the Series
A Preferred Securities other securities having substantially
the same terms as the Series A Preferred Securities (the
"Successor Securities") so long as the Successor Securities
rank, with respect to participation in the profits and
dividends or in the assets of the successor entity, at least as
high as the Series A Preferred Securities rank with respect to
participation in the profits and dividends or in the assets of
PacifiCorp Delaware, (ii) PacifiCorp expressly acknowledges
such successor entity as the holder of the Series A Junior
Subordinated Debentures, (iii) the Series A Preferred
Securities or any Successor Securities are listed, or any
Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other
organization on which the Series A Preferred Securities are
then listed, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Series A Preferred Securities
(including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such
merger, consolidation, amalgamation or replacement does not
adversely affect the powers, preferences and other special
rights of the holders of the Series A Preferred Securities
(including any Successor Securities) in any material respect,
(vi) such successor entity has a purpose substantially
identical to that of PacifiCorp Delaware and (vii) prior to
such merger, consolidation, amalgamation or replacement,
PacifiCorp has received an opinion of nationally recognized
independent counsel to PacifiCorp Delaware experienced in such
matters to the effect that (x) such
<PAGE>S-14
successor entity will be treated as a partnership for federal
income tax purposes, (y) following such merger, consolidation,
amalgamation or replacement, PacifiCorp and such successor entity
will be in compliance with the Investment Company Act of 1940,
as amended ("1940 Act") without registering thereunder as an
investment company and (z) such merger, consolidation,
amalgamation or replacement will not adversely affect the
limited liability of the holders of the Series A Preferred
Securities.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES A PREFERRED SECURITIES

Under the terms of the Series A Preferred Securities, the holders of
outstanding Series A Preferred Securities will have the rights referred to
under "--Voting Rights" below, including the right to appoint a Special
Representative, which Special Representative shall be authorized to enforce
PacifiCorp Delaware's creditor rights under the Series A Junior Subordinated
Debentures and to enforce the rights of holders of Series A Preferred
Securities under the Guarantee.

VOTING RIGHTS

Except as provided below and under "Description of the
Guarantee--Amendments and Assignment" in the accompanying
Prospectus and as otherwise required by law and the Limited
Partnership Agreement, the holders of the Series A Preferred
Securities will have no voting rights.

If (i) PacifiCorp Delaware fails to pay dividends in full
on the Series A Preferred Securities for 18 consecutive monthly
dividend periods; (ii) an Event of Default (as defined in the
Indenture) occurs and is continuing on the Series A Junior
Subordinated Debentures; or (iii) PacifiCorp is in default on
any of its payment or other obligations under the Guarantee (as
described under "Description of the Guarantee--Certain
Covenants of PacifiCorp" in the accompanying Prospectus), then
the holders of the Series A Preferred Securities, together with
the holders of any other series of Preferred Securities having
the right to vote for the appointment of a special
representative of PacifiCorp Delaware and the limited partners
(a "Special Representative") in such event, acting as a single
class, will be entitled by the majority vote of such holders to
appoint and authorize a Special Representative to enforce
PacifiCorp Delaware's creditor rights under the Series A Junior
Subordinated Debentures, to enforce the rights of the holders
of the Series A Preferred Securities under the Guarantee and to
enforce the rights of the holders of the Series A Preferred
Securities to receive dividends on the Series A Preferred
Securities. The Special Representative shall not by virtue of
acting in such capacity be admitted as a general partner in
PacifiCorp Delaware or otherwise be deemed to be a general
partner in PacifiCorp Delaware and shall have no liability for
the debts, obligations or liabilities of PacifiCorp Delaware.
For purposes of determining whether PacifiCorp Delaware has
failed to pay dividends in full for 18 consecutive monthly
dividend periods, dividends shall be deemed to remain in
arrears, notwithstanding any payments in respect thereof, until
full cumulative dividends have been or contemporaneously are
paid with respect to all monthly dividend periods terminating
on or prior to the date of payment of such full cumulative
dividends. Not later than 30 days after such right to appoint
a Special Representative arises, the General Partner will
convene a meeting for the purpose of appointing a Special
Representative. If the General Partner fails to convene such
meeting within such 30-day period, the holders of 10% in
liquidation preference of the outstanding Preferred Securities
will be entitled to convene such meeting. The provisions of
the Limited Partnership Agreement relating to the convening and
conduct of the meetings of the partners will apply with respect
to any such meeting. Any Special Representative so appointed
shall cease to be a Special Representative of PacifiCorp
Delaware and the limited partners if PacifiCorp Delaware (or
PacifiCorp pursuant to the Guarantee) shall have paid in full
all accrued and unpaid dividends on the Preferred Securities or
such default or breach, as the case may be, shall have been
cured, and PacifiCorp, in its capacity as the General Partner
shall continue the business of PacifiCorp Delaware without
dissolution. Notwithstanding the appointment of any such
Special Representative, PacifiCorp shall continue as General
Partner and shall retain all rights under the Indenture,
including the right to extend the interest payment period as
provided under "Description of the Series A Junior Subordinated
Debentures--Option to Extend Interest Payment Period."

If any proposed amendment to the Limited Partnership
Agreement provides for, or the General Partner otherwise
proposes to effect, (i) any action which would adversely affect
the powers, preferences or special rights of the Series A
Preferred Securities, whether by way of amendment to the
Limited Partnership Agreement or otherwise (including, without
limitation, the authorization or issuance of any
<PAGE>S-15
limited partner interests in PacifiCorp Delaware ranking, as to
participation in the profits and dividends or in the assets of
PacifiCorp Delaware, senior to the Series A Preferred
Securities), or (ii) the dissolution, winding-up or termination
of PacifiCorp Delaware, other than (x) in connection with the
distribution of Series A Junior Subordinated Debentures upon
the occurrence of a Tax Event or (y) as described under
"Merger, Consolidation or Amalgamation of PacifiCorp Delaware"
above, then the holders of outstanding Series A Preferred
Securities will be entitled to vote on such amendment or
proposal of the General Partner (but not on any other amendment
or proposal) as a class with all other holders of series of
Preferred Securities similarly affected, and such amendment or
proposal shall not be effective except with the approval of the
holders of 66-2/3% in liquidation preference of such <PAGE>
outstanding
Preferred Securities having a right to vote on the
matter; provided, however, that no such approval shall be
required if the dissolution, winding-up or termination of
PacifiCorp Delaware is proposed or initiated upon the
initiation of proceedings, or after proceedings have been
initiated, for the dissolution, winding-up, liquidation or
termination of PacifiCorp.

The rights attached to the Series A Preferred Securities
will be deemed not to be adversely affected by the creation or
issue of, and no vote will be required for the creation of, any
further limited partner interests of PacifiCorp Delaware
ranking pari passu with the Series A Preferred Securities with
regard to participation in the profits and dividends or in the
assets of PacifiCorp Delaware. Holders of Series A Preferred
Securities have no preemptive rights.

So long as any Series A Junior Subordinated Debentures are
held by PacifiCorp Delaware, the General Partner shall not
(i) direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
executing any trust or power conferred on the Trustee with
respect to such series, (ii) waive any past default which is
waivable under Section 6.06 of the Indenture, (iii) exercise
any right to rescind or annul a declaration that the principal
of all the Series A Junior Subordinated Debentures shall be due
and payable or (iv) consent to any amendment, modification or
termination of the Indenture, where such consent shall be
required, without, in each case, obtaining the prior approval
of the holders of at least 66-2/3% in liquidation preference of
all series of Preferred Securities affected thereby, acting as
a single class; provided, however, that where a consent under
the Indenture would require the consent of each holder affected
thereby, no such consent shall be given by the General Partner
without the prior consent of each holder of all series of
Preferred Securities affected thereby. The General Partner
shall not revoke any action previously authorized or approved
by a vote of any series of Preferred Securities. The General
Partner shall notify all holders of the Series A Preferred
Securities of any notice of default received from the Trustee
with respect to the Series A Junior Subordinated Debentures.

Any required approval of holders of Series A Preferred
Securities may be given at a separate meeting of holders of
Preferred Securities convened for such purpose, at a meeting of
all of the partners in PacifiCorp Delaware or pursuant to
written consent. PacifiCorp Delaware will cause a notice of
any meeting at which holders of Series A Preferred Securities
are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be mailed to
each holder of record of Series A Preferred Securities. Each
such notice will include a statement setting forth (i) the date
of such meeting or the date by which such action is to be
taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such holders are entitled to
vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.

No vote or consent of the holders of Series A Preferred
Securities will be required for PacifiCorp Delaware to redeem
and cancel Series A Preferred Securities in accordance with the
Limited Partnership Agreement.

Notwithstanding that holders of Series A Preferred
Securities are entitled to vote or consent under any of the
circumstances described above, any of the Series A Preferred
Securities and any other series of Preferred Securities that
are entitled to vote or consent with such Series A Preferred
Securities as a single class at such time that are owned by
PacifiCorp or any entity owned more than 50% by PacifiCorp,
either directly or indirectly, shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be
treated as if they were not outstanding.

<PAGE>S-16
Holders of the Series A Preferred Securities will have no
rights to remove or replace the General Partner.

BOOK-ENTRY-ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY

DTC will act as securities depository for the Series A
Preferred Securities. The Series A Preferred Securities will
be issued only as fully-registered securities registered in the
name of Cede & Co. (DTC's nominee). One or more
fully-registered global Series A Preferred Security
certificates will be issued, representing in the aggregate the
total number of Series A Preferred Securities, and will be
deposited with DTC.

Purchases of Series A Preferred Securities within the DTC
system must be made by or through Direct Participants, which
will receive a credit for the Series A Preferred Securities on
DTC's records. The ownership interest of each actual purchaser
of each Series A Preferred Security ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners
are expected to receive written confirmations providing details
of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through
which the Beneficial Owners purchased Series A Preferred
Securities. Transfers of ownership interests in the Series A
Preferred Securities are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Series A Preferred
Securities, except in the event that use of the book-entry
system for the Series A Preferred Securities is discontinued.

DTC has no knowledge of the actual Beneficial Owners of
the Series A Preferred Securities; DTC's records reflect only
the identity of the Direct Participants to whose accounts such
Series A Preferred Securities are credited, which may or may
not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of
their customers.

Redemption notices shall be sent to Cede & Co. If less
than all of the Series A Preferred Securities are being
redeemed, DTC's practice is to determine by lot the amount of
the interest of each Direct Participant in such series to be
redeemed.

<PAGE>S-17
Delaware as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights
to those Direct Participants to whose accounts the Series A
Preferred Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

Dividend payments on the Series A Preferred Securities
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not
receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices and will be the
responsibility of such Participant and not of DTC, PacifiCorp
Delaware or PacifiCorp, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
dividends to DTC is the responsibility of PacifiCorp Delaware,
disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as securities
depository with respect to the Series A Preferred Securities at
any time by giving reasonable notice to PacifiCorp Delaware.
Under such circumstances, in the event that a successor
securities depository is not obtained, Series A Preferred
Security certificates are required to be printed and delivered.
Additionally, PacifiCorp Delaware (with the consent of
PacifiCorp) may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor depository).
In that event, certificates for the Series A Preferred
Securities will be printed and delivered. In each of the above
circumstances, the General Partner will appoint a paying agent
with respect to the Series A Preferred Securities.

The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that
PacifiCorp Delaware and PacifiCorp believe to be reliable, but
PacifiCorp Delaware and PacifiCorp take no responsibility for
the accuracy thereof.

REGISTRAR AND TRANSFER AGENT

PacifiCorp will act as registrar and transfer agent for
the Series A Preferred Securities.

Registration of transfers of Series A Preferred Securities
will be effected without charge by or on behalf of PacifiCorp
Delaware, but upon payment (with the giving of such indemnity
as PacifiCorp Delaware or PacifiCorp may require) in respect of
any tax or other government charges which may be imposed in
relation to it.

PacifiCorp Delaware will not be required to register or
cause to be registered the transfer of Series A Preferred
Securities after such Series A Preferred Securities have been
called for redemption.

MISCELLANEOUS

The General Partner is authorized and directed to conduct
its affairs and to operate PacifiCorp Delaware in such a way
that PacifiCorp Delaware will not be deemed to be an
"investment company" required to be registered under the 1940
Act or taxed as a corporation for federal income tax purposes
and so that the Series A Junior Subordinated Debentures will be
treated as indebtedness of PacifiCorp for federal income tax
purposes. In this connection, the General Partner is
authorized to take any action, not inconsistent with applicable
law, the certificate of limited partnership or the Limited
Partnership Agreement, that the General Partner determines in
its discretion to be necessary or desirable for such purposes,
as long as such action does not adversely affect the interests
of the holders of the Series A Preferred Securities.

<PAGE>
<PAGE>S-18
DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED DEBENTURES

Set forth below is a description of the specific terms of
the Series A Junior Subordinated Debentures in which PacifiCorp
Delaware will invest the proceeds of the issuance and sale of
(i) the Series A Preferred Securities and (ii) the General
Partner's capital contribution with respect to the Series A
Preferred Securities (the "General Partnership Payment"). This
description supplements the description of the general terms
and provisions of the Junior Subordinated Debentures set forth
in the accompanying Prospectus under the caption "Description
of the Junior Subordinated Debentures." The following
description does not purport to be complete and is qualified in
its entirety by reference to the description in the
accompanying Prospectus and the Indenture, dated as of
, 1994, between PacifiCorp and The Bank of New York, as
Trustee, as supplemented by a First Supplemental Indenture,
dated as of , 1994 (such Indenture, as so
supplemented, is hereinafter referred to as the "Indenture"').

Under certain circumstances involving the dissolution of
PacifiCorp Delaware following the occurrence of a Tax Event,
Series A Junior Subordinated Debentures may be distributed to
the holders of the Series A Preferred Securities in liquidation
of PacifiCorp Delaware. See "Description of the Series A
Preferred Securities--Tax Event Distribution."

GENERAL

The Series A Junior Subordinated Debentures will be issued
as a series of unsecured Junior Subordinated Debentures under
the Indenture. The Series A Junior Subordinated Debentures
will be limited in aggregate principal amount to approximately
$ million, such amount being the sum of the
aggregate stated liquidation preference of the Series A
Preferred Securities and the General Partnership Payment.

The entire principal amount of the Series A Junior
Subordinated Debentures will become due and payable, together
with any accrued and unpaid interest thereon, including
Additional Interest (as hereinafter defined), if any, on
, 2034.

The Series A Junior Subordinated Debentures, if
distributed to holders of Series A Preferred Securities in
dissolution, will initially be so issued as a Global Security
(as defined below). As described herein, under certain limited
circumstances Series A Junior Subordinated Debentures may be
issued in certificated form in exchange for a Global Security
(as defined below). See "--Book-Entry and Settlement." In the
event that Series A Junior Subordinated Debentures are issued
in certificated form, such Series A Junior Subordinated
Debentures will be in denominations of $25 and integral
multiples thereof and may be transferred or exchanged at the
offices described below.

Payments on Series A Junior Subordinated Debentures issued
as a Global Security will be made to DTC, as the depository for
the Series A Junior Subordinated Debentures. In the event
Series A Junior Subordinated Debentures are issued in
certificated form, principal and interest will be payable, the
transfer of the Series A Junior Subordinated Debentures will be
registerable and Series A Junior Subordinated Debentures will
be exchangeable for Series A Junior Subordinated Debentures of
other denominations of a like aggregate principal amount at the
corporate trust office of the Trustee in The City of New York;
provided, that payment of interest may be made at the option of
PacifiCorp by check mailed to the address of the persons
entitled thereto.

If the Series A Junior Subordinated Debentures are
distributed to the holders of Series A Preferred Securities
upon the dissolution of PacifiCorp Delaware, PacifiCorp will
use its best efforts to list the Series A Junior Subordinated
Debentures on the New York Stock Exchange or on such other
exchange as the Series A Preferred Securities are then listed
and traded on the same part of any such exchange.

MANDATORY PREPAYMENT

If PacifiCorp Delaware redeems Series A Preferred
Securities in accordance with the terms thereof, the Series A
Junior Subordinated Debentures will become due and payable in a
principal amount equal to the aggregate stated liquidation
preference of the Series A Preferred Securities so redeemed,
together <PAGE>
<PAGE>S-19
with any accrued and unpaid interest, including Additional
Interest (as defined below), if any. Any payment pursuant to
this provision shall be made prior to 12:00 noon, New York
time, on the date of such redemption or at such other time on
such earlier date as the parties thereto shall agree.

OPTIONAL REDEMPTION

PacifiCorp shall have the right to redeem the Series A
Junior Subordinated Debentures, in whole or in part, from time
to time, on or after , 1999, upon not less than
30 nor more than 60 days' notice, at a redemption price equal
to 100% of the principal amount to be redeemed plus any accrued
and unpaid interest, including Additional Interest, if any, to
the redemption date. Upon any redemption of the Series A
Junior Subordinated Debentures, the proceeds from such
redemption will be applied to redeem the Series A Preferred
Securities, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the Redemption Price.

INTEREST

Each Series A Junior Subordinated Debenture shall bear
interest at an interest rate which will be adjusted quarterly.
The rate for the initial period from the date of initial
issuance to , 1994 will be % per annum.
Thereafter, interest on the Series A Junior Subordinated
Debentures will be payable at the "Applicable Rate" in effect
from time to time. The Applicable Rate for any quarter will be
equal to % of the highest of the "Treasury Bill Rate," the
"Ten Year Constant Maturity Rate" and the "Thirty Year Constant
Maturity Rate" determined in advance of such quarter. The
Applicable Rate for any quarter will not be less than % per
annum nor greater than % per anum. The "Treasury Bill
Rate," the "Ten Year Constant Maturity Rate" and the "Thirty
Year Constant Maturity Rate" with respect to any quarter shall
be determined by PacifiCorp Delaware in the same manner as, and
consistent with its determinations with respect to, quarters
for the purpose of dividends payable on the Series A Preferred
Securities. See "Description of the Series A Preferred
Securities--Dividends."

Interest on the Series A Junior Subordinated Debentures is
payable monthly in arrears on the last day of each calendar
month of each year (each, an "Interest Payment Date"),
commencing , 1994, to the person in whose name such
Series A Junior Subordinated Debenture is registered, subject
to certain exceptions, at the close of business on the Business
Day next preceding such Interest Payment Date. In the event
the Series A Junior Subordinated Debentures shall not continue
to remain in book-entry-only form, PacifiCorp shall have the
right to select record dates which shall be more than one
Business Day prior to the Interest Payment Date.

The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is
payable on the Series A Junior Subordinated Debentures is not a
Business Day, then payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same
force and effect as if made on such date. A "Business Day"
shall mean any day other than a day on which banking
institutions in The City of New York are authorized or required
by law to close.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

PacifiCorp shall have the right at any time during the
term of the Series A Junior Subordinated Debentures to extend
the interest payment period from time to time to a period not
exceeding 60 consecutive months (the "Extension Period"), at
the end of which Extension Period PacifiCorp shall pay all
interest then accrued and unpaid (together with interest
thereon at the rate specified for the Series A Junior
Subordinated Debentures to the extent permitted by applicable
law); provided, that, during any such Extension Period,
PacifiCorp shall not declare or pay any dividends on, or
redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock. Prior to the termination
of any such Extension Period, PacifiCorp may further extend the
interest payment period, provided that such Extension Period
together with all such previous and further extensions thereof
may not exceed 60 consecutive months. Upon the termination of
any Extension Period and the payment of all amounts then due,
PacifiCorp may select a new Extension Period, subject to the
above requirements. No interest <PAGE>
<PAGE>S-20
during an Extension Period, except at the end thereof, shall be
due and payable. If PacifiCorp Delaware shall be the sole
holder of the Series A Junior Subordinated Debentures,
PacifiCorp shall give PacifiCorp Delaware notice of its
selection of such Extension Period one Business Day prior to
the earlier of (i) the date the dividends on the Series A
Preferred Securities are payable or (ii) the date PacifiCorp
Delaware is required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to
holders of the Series A Preferred Securities of the record date
or the date such dividend is payable, but in any event not less
than one Business Day prior to such record date. PacifiCorp
shall cause PacifiCorp Delaware to give notice of PacifiCorp's
selection of such Extension Period to the holders of the
Series A Preferred Securities. If PacifiCorp Delaware shall
not be the sole holder of the Series A Junior Subordinated
Debentures, PacifiCorp shall give the holders of the Series A
Junior Subordinated Debentures notice of its selection of such
Extension Period ten Business Days prior to the earlier of
(i) the Interest Payment Date or (ii) the date PacifiCorp is
required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the
Series A Junior Subordinated Debentures, of the record or
payment date of such related interest payment but in any event
not less than three Business Days prior to such record date.

ADDITIONAL INTEREST

If at any time PacifiCorp Delaware shall be required to
pay any interest on dividends in arrears in respect of the
Series A Preferred Securities pursuant to the terms thereof,
then PacifiCorp will pay as interest to PacifiCorp Delaware as
the holder of the Series A Junior Subordinated Debentures
("Additional Interest") an amount equal to such interest on
dividends in arrears. In addition, if PacifiCorp Delaware
would be required to pay any taxes, duties, assessments or
governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing
authority, then, in any such case, PacifiCorp also will pay as
Additional Interest such amounts as shall be required so that
the net amounts received and retained by PacifiCorp Delaware
after paying any such taxes, duties, assessments or
governmental charges will be not less than the amounts
PacifiCorp Delaware would have received had no such taxes,
duties, assessments or governmental charges been imposed.

SET-OFF

Notwithstanding anything to the contrary in the Indenture,
PacifiCorp shall have the right to set-off any payment it is
otherwise required to make thereunder with and to the extent
PacifiCorp has theretofore made, or is concurrently on the date
of such payment making, a payment under the Guarantee.

EVENTS OF DEFAULT

In case any Event of Default (as defined in the
Indenture) shall occur and be continuing, PacifiCorp Delaware
will have the right to declare the principal of and the
interest on the Series A Junior Subordinated Debentures
(including any Additional Interest) and any other amounts
payable under the Indenture to be forthwith due and payable and
to enforce its other rights as a creditor with respect to the
Series A Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF SERIES A PREFERRED STOCK

<PAGE>S-21
PacifiCorp Delaware's other creditor rights under the Series A Junior
Subordinated Debentures and to enforce the rights of holders of Series A
Preferred Securities under the Guarantee.

BOOK-ENTRY AND SETTLEMENT

If distributed to holders of Series A Preferred Securities
in connection with the dissolution of PacifiCorp Delaware as a
result of the occurrence of a Tax Event, the Series A Junior
Subordinated Debentures will be issued in the form of one or
more global certificates (each, a "Global Security") registered
in the name of the nominee of DTC. Except under the limited
circumstances described below, Series A Junior Subordinated
Debentures represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Series A
Junior Subordinated Debentures in definitive form. The Global
Securities described above may not be transferred except by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depository or its nominee.

Except as provided below, owners of beneficial interests
in such a Global Security will not be entitled to receive
physical delivery of Series A Junior Subordinated Debentures in
definitive form and will not be considered the Holders (as
defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Series A Junior
Subordinated Debentures shall be exchangeable, except for
another Global Security of like denomination and tenor to be
registered in the name of DTC or its nominee or to a successor
depository or its nominee. Accordingly, each beneficial owner
must rely on the procedures of DTC and, if such person is not a
Participant, on the procedures of the Participant through which
such person owns its interest, to exercise any rights of a
Holder under the Indenture.

THE DEPOSITORY. DTC will act as security depository for
the Series A Junior Subordinated Debentures. For a description
of DTC and the specific terms of the depository arrangements,
see "Description of the Series A Preferred Securities--
Book-Entry-Only Issuance--The Depository Trust Company." As of
the date of this Prospectus Supplement, the description therein
of DTC's book-entry system and DTC's practices as they relate
to purchases, transfers, notices and payments with respect to
the Series A Preferred Securities apply in all material
respects to any debt obligations represented by one or more
Global Securities held by DTC.

MISCELLANEOUS

For restrictions on certain actions of the General Partner
with respect to Series A Junior Subordinated Debentures held by
PacifiCorp Delaware, see "Description of the Series A Preferred
Securities--Voting Rights."<PAGE>
<PAGE>S-22
UNITED STATES TAXATION

GENERAL

This section is a summary of certain United States federal
income tax considerations that may be relevant to prospective
purchasers of Series A Preferred Securities and represents the
opinion of Stoel Rives Boley Jones & Grey, counsel to
PacifiCorp and PacifiCorp Delaware, insofar as it relates to
matters of law and legal conclusions. This section is based
upon current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed regulations
thereunder and current administrative rulings and court
decisions, all of which are subject to change. Subsequent
changes may cause tax consequences to vary substantially from
the consequences described below.

No attempt has been made in the following discussion to
comment on all United States federal income tax matters
affecting purchasers of Series A Preferred Securities.
Moreover, the discussion focuses on holders of Series A
Preferred Securities who are individual citizens or residents
of the United States that hold the Series A Preferred
Securities as a capital asset and has only limited application
to corporations, estates, trusts or non-resident aliens.
Accordingly, each prospective purchaser of Series A Preferred
Securities should consult, and should depend on, his or her own
tax advisor in analyzing the federal, state, local and foreign
tax consequences of the purchase, ownership or disposition of
Series A Preferred Securities.

INCOME FROM SERIES A PREFERRED SECURITIES

In the opinion of Stoel Rives Boley Jones & Grey,
PacifiCorp Delaware will be a partnership for federal income
tax purposes. Accordingly, each holder of Series A Preferred
Securities will be required to include in gross income such
holder's distributive share of the net income of PacifiCorp
Delaware. Such income will not exceed the dividends received
on such Series A Preferred Securities, except in limited
circumstances as described below under "Potential Extension of
Interest Payment Period." No portion of such income will be
eligible for the dividends received deduction.

DISPOSITION OF SERIES A PREFERRED SECURITIES

Gain or loss will be recognized on a sale, exchange or
other disposition of Series A Preferred Securities, including a
redemption for cash, equal to the difference between the amount
realized and the holder's tax basis for the Series A Preferred
Securities sold. Gain or loss recognized by a holder on the
sale or exchange of a Series A Preferred Security held for more
than one year will generally be taxable as long-term capital
gain or loss.

RECEIPT OF SERIES A JUNIOR SUBORDINATED DEBENTURES UPON
LIQUIDATION OF PACIFICORP DELAWARE

Under certain circumstances, as described under the
caption "Description of the Series A Preferred Securities--Tax
Event Distribution", Series A Junior Subordinated Debentures
may be distributed to the holders of the Series A Preferred
Securities in liquidation of PacifiCorp Delaware. Under
current United States federal income tax law, such a
distribution would be treated as a non-taxable exchange to each
holder of Series A Preferred Securities and would result in the
holder of Series A Preferred Securities receiving an aggregate
tax basis in the Series A Junior Subordinated Debentures equal
to such holder's aggregate tax basis in its Series A Preferred
Securities. A holder's holding period in the Series A Junior
Subordinated Debentures so received in liquidation of
PacifiCorp Delaware would include the period for which the
Series A Preferred Securities were held by such holder. As a
condition to the dissolution of PacifiCorp Delaware and such a
distribution, PacifiCorp Delaware will be required to obtain an
opinion of counsel (which may be regular tax counsel to
PacifiCorp or an affiliate, but not an employee thereof) to the
effect that the holders of the Series A Preferred Securities
will not recognize any gain or loss for federal income tax
purposes as a result of such dissolution and distribution of
Series A Junior Subordinated Debentures.

<PAGE>
<PAGE>S-23
PACIFICORP DELAWARE INFORMATION RETURNS AND AUDIT PROCEDURES

PacifiCorp, as the General Partner of PacifiCorp Delaware,
will furnish each holder of Series A Preferred Securities with
a Schedule K-1 each year setting forth such holder's allocable
share of income for the prior calendar year. PacifiCorp is
required to furnish such Schedule K-1 as soon as practicable
following the end of the year, but in any event prior to March
31.

Any person who holds Series A Preferred Securities as a
nominee for another person is required to furnish to PacifiCorp
Delaware (a) the name, address and taxpayer identification
number of the Beneficial Owner and the nominee; (b) information
as to whether the Beneficial Owner is (i) a person that is not
a United States person, (ii) a foreign government, an
international organization or any wholly-owned agency or
instrumentality of either of the foregoing, or (iii) a
tax-exempt entity; (c) the amount and description of Series A
Preferred Securities held, acquired or transferred for the
Beneficial Owner; and (d) certain information including the
dates of acquisitions and transfers, means of acquisitions and
transfers, and acquisition cost for purchases, as well as the
amount of net proceeds from sales. Brokers and financial
institutions are required to furnish additional information,
including whether they are United States persons and certain
information on Series A Preferred Securities they acquire, hold
or transfer for their own accounts. A penalty of $50 per
failure (up to a maximum of $100,000 per calendar year) is
imposed by the Code for failure to report such information to
PacifiCorp Delaware. The nominee is required to supply the
Beneficial Owners of the Series A Preferred Securities with the
information furnished to PacifiCorp Delaware.

POTENTIAL EXTENSION OF INTEREST PAYMENT PERIOD

Under the Indenture, PacifiCorp has the right to extend
from time to time the interest payment period on the Series A
Junior Subordinated Debentures to a period not exceeding 60
consecutive months. Because the interest payment period is
extendable by PacifiCorp, the interest on the Series A Junior
Subordinated Debentures will be treated as "original issue
discount" pursuant to Code sections 1271 et seq. and the
Treasury Regulations promulgated thereunder. PacifiCorp
Delaware will therefore be required, during any Extension
Period, to include in gross income the interest on the Series A
Junior Subordinated Debentures as it accrues in accordance with
a constant yield method (notwithstanding that no cash payments
will be made during an Extension Period). Likewise, regardless
of its regular method of accounting for tax purposes, each
holder of Series A Junior Subordinated Debentures (after a
dissolution of PacifiCorp Delaware) will be required, during
any Extension Period, to include in income the interest on the
Series A Junior Subordinated Debentures as it accrues in
accordance with such method.

Accrued income of PacifiCorp Delaware will be allocated,
but not distributed, to holders of record on the Business Day
preceding the last day of each calendar month. As a result,
holders of record during an Extension Period or any other
nonpayment period will include interest in gross income in
advance of the receipt of cash, and any such holders who
dispose of Series A Preferred Securities prior to the record
date for the payment of dividends following such Extension
Period or other nonpayment period will include interest in
gross income but will not receive any cash related thereto from
PacifiCorp Delaware. A holder's tax basis in a Series A
Preferred Security will be increased by the amount of any
interest that is included in income without the receipt of
cash, and will be decreased again when and if such cash is
subsequently received from PacifiCorp Delaware.

UNITED STATES ALIEN HOLDERS

For purposes of the following discussion, a "United States
Alien Holder" is any holder that is (i) a nonresident alien
individual, (ii) a foreign corporation or partnership or
(iii) an estate or trust that has a foreign fiduciary, in each
case not subject to United States federal income tax on a net
income basis in respect of a Series A Preferred Security.

Under current United States federal income tax law,
subject to the discussion below with respect to backup
withholding:

(i) Payments by PacifiCorp Delaware or any of its
paying agents in respect of a Series A Preferred Security
to a United States Alien Holder will not be subject to
United States federal withholding tax provided that
(a) the Beneficial Owner of the Series A Preferred
Security does not <PAGE>
<PAGE>S-24
actually or constructively own 10% or more of the total
combined voting power of all classes of capital stock of
PacifiCorp entitled to vote, (b) the Beneficial Owner of
the Series A Preferred Security is not a controlled
foreign corporation that is related to PacifiCorp through
stock ownership and (c) the Beneficial Owner provides the
correct certification of United States Alien Holder status
(which may generally be satisfied by providing an IRS Form
W-8 certifying that the Beneficial Owner is a United
States Alien Holder and providing the name and address of
the Beneficial Owner); and

(ii) A United States Alien Holder will not be subject
to United States federal withholding tax and generally
will not be subject to United States federal income tax on
gain realized from the sale or exchange of a Series A
Preferred Security. Under certain conditions, a United
States Alien Holder may be subject to United States
federal income tax on gain or income received with respect
to the sale or exchange of a Series A Preferred Security.
Such income taxation may occur, for example, if the United
States Alien Holder (a) is engaged in a trade or business
in the United States and gain or income is effectively
connected with the conduct of that trade or business or
(b) is an individual present in the United States for 183
days or more during the taxable year, and certain other
conditions are met. Such taxation is beyond the scope of
this summary and should be discussed with a tax advisor.
If income is effectively connected with the conduct of a
trade or business in the United States by a United States
Alien Holder, withholding of United States federal income
tax may be required unless the United States Alien Holder
files with PacifiCorp Delaware or its paying agent an IRS
form to the effect that the income is so effectively
connected.

If the Series A Junior Subordinated Debentures were not treated
as debt, or if Pacificorp Delaware were not treated as a
partnership, for United States federal income tax purposes,
United States Alien Holders could experience tax consequences
different from those currently anticipated, including
consequences related to withholding on payment and United
States estate tax consequences.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, information reporting requirements will apply
to payments to noncorporate United States holders of the
proceeds of the sale of Series A Preferred Securities within
the United States and "backup withholding" at a rate of 31%
will apply to such payments if the United States holder fails
to provide an accurate taxpayer identification number.

In general, information reporting requirements will also
apply to payments of principal and interest on a Series A
Junior Subordinated Debenture distributed to a holder of Series
A Preferred Securities, and the proceeds of the sale of a
Series A Junior Subordinated Debenture prior to maturity within
the United States, with respect to non-corporate United States
Holders, and "backup withholding" at a rate of 31% will apply
to such payments if the United States Holder fails to provide
an accurate taxpayer identification number or to report all
interest and dividends required to be shown on its federal
income tax returns.

Information reporting and backup withholding will not
apply to payments of principal and interest made by PacifiCorp
or a paying agent to a United States Alien Holder on a Series A
Junior Subordinated Debenture distributed to a holder of Series
A Preferred Securities if the certification described in clause
(i)(c) under "United States Alien Holders" above is received,
provided that the payor does not have actual knowledge that the
holder is a United States Holder.

Payments of the proceeds from the sale by a United States
Alien Holder of Series A Preferred Securities or Series A
Junior Subordinated Debentures distributed to such a holder
made to or through a foreign office of a broker generally will
not be subject to information reporting or backup withholding,
except that, if the broker is a United States person, a
controlled foreign corporation for United States tax purposes,
or a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business
for a specified three-year period, information reporting may
apply to such payments. Payments of the proceeds from the sale
of Series A Preferred Securities or Series A Junior
Subordinated Debentures distributed to a holder of Series A
Preferred Securities to or through the United States office of
a broker is subject to information reporting and backup
withholding unless the holder or beneficial owner certifies as
to its non-United States status or otherwise establishes an
exemption from information reporting and backup withholding.<PAGE>
<PAGE>S-25
UNDERWRITING

Subject to the terms and conditions of the Underwriting
Agreement, PacifiCorp Delaware has agreed to sell to each of
the Underwriters named below, and each of the Underwriters, for
whom Goldman, Sachs & Co., Smith Barney Inc. and
are acting as Representatives (the "Representatives"), has
severally agreed to purchase from PacifiCorp Delaware the
respective number of Series A Preferred Securities set forth
opposite its name below:

Number of
Preferred
Underwriter Securities
----------- ----------

Goldman, Sachs & Co. . . . . . . . .
Smith Barney Inc.. . . . . . . . . .

----------
Total . . . . . . . . . . . . .==========

The Underwriters propose to offer the Series A Preferred
Securities in part directly to the public at the initial public
offering price set forth on the cover page of this Prospectus
Supplement, and in part to certain securities dealers at such
price less a concession of $ per Series A Preferred
Security. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per Series A
Preferred Security to certain brokers and dealers. After the
Series A Preferred Securities are released for sale to the
public, the offering price and other selling terms may from
time to time be varied by the Representatives.

Because the proceeds of the sale of the Series A Preferred
Securities will ultimately be used to purchase the Series A
Junior Subordinated Debentures, the Underwriting Agreement
provides that PacifiCorp will pay an amount equal to $
per Series A Preferred Security ($ per Series A Preferred
Security sold to certain institutions) for the accounts of the
several Underwriters.

PacifiCorp and PacifiCorp Delaware have agreed, during the
period beginning from the date of the Underwriting Agreement
and continuing to and including 30 days after the closing date,
not to offer, sell, contract to sell, or otherwise dispose of
any Series A Preferred Securities, any limited partnership
interests of PacifiCorp Delaware, or any preferred stock or any
other securities of PacifiCorp Delaware or PacifiCorp that are
substantially similar to the Series A Preferred Securities, or
any securities convertible into or exchangeable for Series A
Preferred Securities, limited partnership interests, preferred
stock or such substantially similar securities of either
PacifiCorp Delaware or PacifiCorp, without the prior written
consent of the Underwriters.

Prior to this offering, there has been no public market
for the Series A Preferred Securities. Application will be
made to list the Series A Preferred Securities on the New York
Stock Exchange. In order to meet one of the requirements for
listing the Series A Preferred Securities on the New York Stock
Exchange, the Underwriters will undertake to sell lots of 100
or more Series A Preferred Securities to a minimum of 400
beneficial holders.

PacifiCorp Delaware and PacifiCorp have agreed to
indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended, or to have PacifiCorp and PacifiCorp Delaware
contribute to payments such Underwriters may be required to
make on respect thereof.

Certain of the Underwriters engage in transactions with,
and from time to time have performed services for, PacifiCorp
and its subsidiaries in the ordinary course of business.

<PAGE>
<PAGE>S-26
LEGAL MATTERS

Certain matters of Delaware law relating to the validity
of the Series A Preferred Securities, the validity of the
Limited Partnership Agreement and the formation of PacifiCorp
Delaware are being passed upon by Richards, Layton & Finger,
P.A., special Delaware counsel to PacifiCorp and PacifiCorp
Delaware. The validity of the Indenture, the Guarantee and the
Series A Junior Subordinated Debentures will be passed upon on
behalf of PacifiCorp Delaware and PacifiCorp by Stoel Rives
Boley Jones & Grey, Portland, Oregon, and on behalf of the
Underwriters by Winthrop, Stimson, Putnam & Roberts, New York,
New York. Stoel Rives Boley Jones & Grey and Winthrop,
Stimson, Putnam & Roberts may rely on Richards, Layton &
Finger, P.A. as to certain matters of Delaware law. Statements
as to United States taxation in the Prospectus Supplement under
the caption "United States Taxation" have been passed upon for
PacifiCorp and PacifiCorp Delaware by Stoel Rives Boley Jones &
Grey and are stated herein on their authority.

<PAGE>
<PAGE>S-27
===============================================================

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PacifiCorp Delaware. . . . . . . . . . . . . . . . . . . . . . S-3
PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Investment Considerations. . . . . . . . . . . . . . . . . . . S-4
Selected Financial Information . . . . . . . . . . . . . . . . S-6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . S-6
Description of the Series A
Preferred Securities . . . . . . . . . . . . . . . . . . . . S-7
Description of the Series A
Junior Subordinated Debentures . . . . . . . . . . . . . . . S-18
United States Taxation . . . . . . . . . . . . . . . . . . . . S-22
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . S-25
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . S-26
PROSPECTUS
Available Information. . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . 2
PacifiCorp . . . . . . . . . . . . . . . . . . . . . . . . . . 3
PacifiCorp Delaware, L.P.. . . . . . . . . . . . . . . . . . . 3
Consolidated Ratios of Earnings
to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Ratios of Earnings to
Combined Fixed Charges and Preferred
Stock Dividends. . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 4
Description of the Junior
Subordinated Debentures. . . . . . . . . . . . . . . . . . . 4
Description of the Preferred Securities. . . . . . . . . . . . 10
Description of the Guarantee . . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 14

===============================================================

<PAGE>
<PAGE>S-27

===============================================================

_____ PREFERRED SECURITIES,

PACIFICORP DELAWARE

GUARANTEED TO THE EXTENT
SET FORTH HEREUNDER BY

PACIFICORP

CUMULATIVE ADJUSTABLE
RATE MONTHLY INCOME
PREFERRED SECURITIES
SERIES A

--------------------

PROSPECTUS SUPPLEMENT

--------------------

GOLDMAN, SACHS & CO.
SMITH BARNEY INC.

===============================================================
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER __, 1994

$150,000,000

PACIFICORP
JUNIOR SUBORDINATED DEBENTURES

PACIFICORP DELAWARE
PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PACIFICORP
____________________

PacifiCorp, an Oregon corporation ("PacifiCorp"), may from time to time
offer its deferrable interest junior subordinated debentures (the "Junior
Subordinated Debentures") in one or more series and in amounts, at prices and
on terms to be determined at the time of the offering. The Junior
Subordinated Debentures when issued will be unsecured and subordinate and
junior in right of payment to Senior Indebtedness (as defined herein) of
PacifiCorp. See "Description of the Junior Subordinated Debentures."
PacifiCorp Delaware, L.P. ("PacifiCorp Delaware"), a Delaware special
purpose limited partnership in which PacifiCorp is the general partner, may
offer, from time to time, its preferred securities, representing limited
partner interests (the "Preferred Securities"), in one or more series. The
payment of periodic cash distributions ("dividends") with respect to Preferred
Securities of any series, out of moneys held by PacifiCorp Delaware, and
payments on liquidation or redemption with respect to the Preferred Securities
are guaranteed by PacifiCorp to the extent described herein (the "Guarantee").
PacifiCorp's obligations under the Guarantee are subordinate and junior in
right of payment to all other liabilities of PacifiCorp and pari passu with
the most senior preferred stock issued by PacifiCorp. Junior Subordinated
Debentures also may be issued and sold from time to time in one or more series
by PacifiCorp to PacifiCorp Delaware in connection with the investment of the
proceeds from the offering of Preferred Securities. The Junior Subordinated
Debentures subsequently may be distributed pro rata to holders of Preferred
Securities in connection with the dissolution of PacifiCorp Delaware upon the
occurrence of certain events as may be described in an accompanying Prospectus
Supplement (the "Prospectus Supplement").
Specific terms of the particular Junior Subordinated Debentures and
Preferred Securities of any series in respect of which this Prospectus is
being delivered (the "Offered Securities") will be set forth in an
accompanying Prospectus Supplement with respect to such series, which will
describe, without limitation and where applicable, the following: (i) in the
case of Junior Subordinated Debentures, the specific designation, aggregate
principal amount, denomination, maturity, premium, if any, interest rate or
rates (or the method of determining such rate or rates), if any, dates on
which premium, if any, and interest will be payable, any redemption
provisions, any sinking fund provisions, the initial public offering price,
any listing on a securities exchange and any other terms and (ii) in the case
of Preferred Securities, the specific designation, number of Preferred
Securities, dividend rate or rates (or the method of determining such rate or
rates), dates on which dividends will be payable, liquidation preference,
voting rights, any redemption provisions, terms for any conversion or exchange
into other securities, the initial public offering price, any listing on a
securities exchange, and any other rights, preferences, privileges,
limitations and restrictions.
The Offered Securities may be offered in amounts, at prices and on terms
to be determined at the time of offering; provided, however, that the
aggregate initial public offering price of all Offered Securities shall not
exceed $150,000,000.
The Prospectus Supplement relating to any series of Offered Securities
will contain information concerning certain United States federal income tax
considerations, if applicable to the Offered Securities.
___________________________

The Offered Securities will be sold directly, through agents,
underwriters or dealers as designated from time to time, or through a
combination of such methods. If any agents, dealers or underwriters are
involved in the sale of the Offered Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable commissions or discounts will be set forth in
or may be calculated from the Prospectus Supplement with respect to such
Offered Securities. See "Plan of Distribution."

THE DATE OF THIS PROSPECTUS IS , 1994.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH JURISDICTION.
<PAGE>
AVAILABLE INFORMATION

PacifiCorp is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other
information (including proxy and information statements) filed by PacifiCorp
can be inspected and copied at public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: New York Regional Office,
7 World Trade Center, 13th Floor, New York, New York 10046, and Chicago
Regional Office, 500 W. Madison Street, 14th Floor, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment
of the prescribed rates. The Common Stock of PacifiCorp is listed on the New
York and Pacific Stock Exchanges. Reports, proxy statements and other
information concerning PacifiCorp can be inspected at their respective
offices: New York Stock Exchange, 20 Broad Street, New York, New York 10005,
and Pacific Stock Exchange, 301 Pine Street, San Francisco, California.

PacifiCorp Delaware and PacifiCorp have filed with the Commission a
joint Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to PacifiCorp, PacifiCorp Delaware and the Offered Securities,
reference is hereby made to such Registration Statement, including the
exhibits thereto, which may be examined at the Commission's principal office,
450 Fifth Street, N.W., Washington, D.C. 20549, or copies of which may be
obtained from the Commission at such office upon payment of the fees
prescribed by the Commission.

No separate financial statements of PacifiCorp Delaware have been
included herein. PacifiCorp and PacifiCorp Delaware do not consider that such
financial statements would be material to holders of Preferred Securities
offered hereby because PacifiCorp Delaware is a newly formed special purpose
entity, has no operating history, has no independent operations and is not
engaged in, and does not propose to engage in, any activity other than as set
forth below. PacifiCorp Delaware is a limited partnership formed under the
laws of the State of Delaware. PacifiCorp is the sole general partner of
PacifiCorp Delaware and, as of the date hereof, directly or indirectly
beneficially owns all of PacifiCorp Delaware's partnership interests. See
"PacifiCorp Delaware, L.P."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by PacifiCorp with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:

(1) PacifiCorp's Annual Report on Form 10-K for the year ended
December 31, 1993 (as amended by Form 10-K/A dated June 7, 1994);

(2) PacifiCorp's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994; and

(3) PacifiCorp's Current Reports on Form 8-K dated January 18
and May 24, 1994.

All documents filed by PacifiCorp pursuant to Section 13, 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"; provided, however, that
all documents filed by PacifiCorp pursuant to Section 13 or 14 of the Exchange
Act in each year during which the offering made by this Prospectus is in
effect prior to the filing with the Commission of PacifiCorp's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Prospectus or be a part hereof from and
after such filing of such Annual Report on Form 10-K).

Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other

2
<PAGE>
subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

PACIFICORP HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED
DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS SHOULD BE DIRECTED
TO RICHARD T. O'BRIEN, VICE PRESIDENT, PACIFICORP, 700 NE MULTNOMAH, SUITE
1600, PORTLAND, OREGON 97232, TELEPHONE NUMBER (503) 731-2000. THE
INFORMATION RELATING TO PACIFICORP CONTAINED IN THIS PROSPECTUS DOES NOT
PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE INCORPORATED DOCUMENTS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY PACIFICORP DELAWARE OR PACIFICORP. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
PACIFICORP OR ITS SUBSIDIARIES SINCE THE DATE OF THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT, AS THE CASE MAY BE.

PACIFICORP

PacifiCorp is an electric utility that conducts a retail electric
utility business through two divisions, Pacific Power & Light Company
("Pacific Power") and Utah Power & Light Company ("Utah Power"), and engages
in power production and sales on a wholesale basis under the name PacifiCorp.
PacifiCorp is the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-
owned subsidiary), of 87% of Pacific Telecom, Inc. ("Pacific Telecom") and
100% of PacifiCorp Financial Services, Inc. ("PFS").

Pacific Power and Utah Power furnish electric service in portions of
seven western states: California, Idaho, Montana, Oregon, Utah, Washington,
and Wyoming. Pacific Telecom, through its subsidiaries, provides local
telephone service and access to the long distance network in Alaska, seven
other western states and three midwestern states, provides intrastate and
interstate long distance communication services in Alaska, provides cellular
mobile telephone services, and is engaged in sales of capacity in and
operation of a submarine fiber optic cable between the United States and
Japan. PFS plans to sell substantial portions of its loan, leasing and real
estate investments over the next several years.

The principal executive offices of PacifiCorp are located at 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503)
731-2000.

PACIFICORP DELAWARE, L.P.

PacifiCorp Delaware is a limited partnership formed under the laws of
the State of Delaware. PacifiCorp Delaware exists for the sole purpose of
issuing its limited partnership interests and investing the net proceeds
thereof in Junior Subordinated Debentures. Such Junior Subordinated
Debentures will be the only assets of PacifiCorp Delaware and the only
revenues of PacifiCorp Delaware will be the interest on such Junior
Subordinated Debentures. PacifiCorp is the sole general partner in PacifiCorp
Delaware (the "General Partner"). PacifiCorp Preferred Capital, Inc., a
Delaware corporation and a wholly owned subsidiary of PacifiCorp, is, as of
the date hereof, the sole limited partner in PacifiCorp Delaware. Upon the
issuance of Preferred Securities, which securities represent limited partner
interests in PacifiCorp Delaware, PacifiCorp Preferred Capital, Inc. will
remain as a limited partner, but will have no interest in the profits and
dividends or in the assets of PacifiCorp Delaware. PacifiCorp Delaware has a
term of approximately 45 years, subject to extension by the General Partner
for an additional 40 years, unless earlier dissolved. PacifiCorp Delaware's
registered office in the State of

3
<PAGE>
Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801, telephone: (302)
658-7581. All of PacifiCorp Delaware's business and affairs will be conducted
by PacifiCorp, as the sole general partner. The principal place of business
of PacifiCorp Delaware is c/o PacifiCorp, 700 NE Multnomah, Suite 1600,
Portland, Oregon 97232, telephone number (503) 731-2000.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges of PacifiCorp for the years
ended December 31, 1989 through 1993 and for the six months ended June 30,
1994 calculated as required by the Commission, are 2.3x, 2.3x, 2.4x, 1.6x,
2.5x and 2.8x respectively. Excluding the effect of special charges, the
ratio was 1.9x for the year 1992. For the purpose of computing such ratios,
"earnings" represents the aggregate of (a) income from continuing operations,
(b) taxes based on income from continuing operations, (c) minority interest in
the income of majority-owned subsidiaries that have fixed charges, (d) fixed
charges and (e) undistributed losses (income) of less than 50% owned
affiliates without loan guarantees. "Fixed charges" represents consolidated
interest charges, an estimated amount representing the interest factor in
rents and preferred stock dividend requirements of majority-owned
subsidiaries, and excludes discontinued operations.

CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS

The ratios of earnings to combined fixed charges and preferred stock
dividends of PacifiCorp for the years ended December 31, 1989 through 1993 and
for the six months ended June 30, 1994, calculated as required by the
Commission, are 2.1x, 2.2x, 2.2x, 1.4x, 2.2x and 2.4x, respectively.
Excluding the effect of special charges, the ratio was 1.8x for the year 1992.
For the purpose of computing such ratios, "earnings" represents the aggregate
of (i) income from continuing operations, (ii) taxes based on income from
continuing operations, (iii) minority interest in the income of majority-owned
subsidiaries that have fixed charges, (iv) fixed charges and (v) undistributed
losses (income) of less than 50% owned affiliates without loan guarantees.
"Fixed charges" represents consolidated interest charges, an estimated amount
representing the interest factor in rents and preferred stock dividend
requirements of majority-owned subsidiaries, and excludes discontinued
operations. "Preferred stock dividends" represents preferred dividend
requirements multiplied by the ratio which pre-tax income from continuing
operations bears to income from continuing operations.

USE OF PROCEEDS

Unless otherwise specified in the Prospectus Supplement, the net
proceeds to be received by PacifiCorp from the sale of Junior Subordinated
Debentures will become part of the general funds of PacifiCorp and will be
used to repay its short-term borrowings and for other corporate purposes.
Reference is made to the Incorporated Documents with respect to PacifiCorp's
capital requirements and its general financing plans. PacifiCorp Delaware
will invest all proceeds received from the sale of Preferred Securities in
Junior Subordinated Debentures.

DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

Junior Subordinated Debentures may be issued from time to time in one or
more series under an Indenture, dated as of , 1994 (the
"Indenture"), between PacifiCorp and The Bank of New York, as Trustee (the
"Trustee"). PacifiCorp may issue the Junior Subordinated Debentures to the
public or to institutional investors as described under "Plan of Distribution"
or to PacifiCorp Delaware in connection with the issuance of Preferred
Securities. The following summary does not purport to be complete and is
subject in all respects to the provisions of and is qualified in its entirety
by reference to, the Indenture, which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. Whenever
particular provisions or defined terms in the Indenture are referred to
herein, such provisions or defined terms are incorporated by reference herein.
Section and Article references used herein are references to provisions of the
Indenture unless otherwise noted.

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GENERAL

The Junior Subordinated Debentures will be unsecured, subordinated
obligations of PacifiCorp. The Indenture does not limit the aggregate
principal amount of Junior Subordinated Debentures which may be issued
thereunder and provides that the Junior Subordinated Debentures may be issued
thereunder from time to time in one or more series. PacifiCorp's Second
Restated Articles of Incorporation, as amended (the "Articles"), limit the
amount of unsecured debt that PacifiCorp may issue to the equivalent of 30% of
the total of all secured indebtedness and total equity. Under this provision,
approximately $1.16 billion of additional unsecured debt could have been
issued as of June 30, 1994.

The Junior Subordinated Debentures are issuable in one or more series
pursuant to an indenture supplemental to the Indenture or a resolution of
PacifiCorp's Board of Directors (each, a "Supplemental Indenture") (Section
2.01). The aggregate principal amount of Junior Subordinated Debentures
relating to Preferred Securities of any series will be set forth in the
Prospectus Supplement for such series. With respect to any issuance of Junior
Subordinated Debentures to PacifiCorp Delaware in connection with the issuance
of Preferred Securities, the aggregate principal amount of the Junior
Subordinated Debentures will be equal to the sum of the aggregate liquidation
preference of the Preferred Securities for such series and the General
Partner's capital contribution with respect to the Preferred Securities for
such series. Junior Subordinated Debentures relating to Preferred Securities
of any series subsequently may be distributed pro rata to holders of Preferred
Securities of such series in connection with the dissolution of PacifiCorp
Delaware upon the occurrence of certain events described in the Prospectus
Supplement relating to the Preferred Securities of such series.

Reference is made to the Prospectus Supplement which will accompany this
Prospectus for the following terms of the series of Junior Subordinated
Debentures being offered thereby: (i) the specific title of such Junior
Subordinated Debentures; (ii) any limit on the aggregate principal amount of
such Junior Subordinated Debentures; (iii) the date or dates on which the
principal of such Junior Subordinated Debentures is payable; (iv) the rate or
rates at which such Junior Subordinated Debentures will bear interest or the
manner of calculation of such rate or rates; (v) the date or dates from which
such interest shall accrue, the interest payment dates on which such interest
will be payable or the manner of determination of such interest payment dates
and the record dates for the determination of holders to whom interest is
payable on any such interest payment dates; (vi) the right, if any, to extend
the interest payment periods and the duration of such extension; (vii) the
period or periods within which, the price or prices at which and the terms and
conditions upon which such Junior Subordinated Debentures may be redeemed, in
whole or in part, at the option of PacifiCorp; (viii) the obligation, if any,
of PacifiCorp to redeem or purchase such Junior Subordinated Debentures
pursuant to any sinking fund or analogous provisions or at the option of the
holder thereof and the period or periods, the price or prices at which, and
the terms and conditions upon which, such Junior Subordinated Debentures shall
be redeemed or purchased, in whole or part, pursuant to such obligation; (ix)
the form of such Junior Subordinated Debentures; (x) if other than
denominations of $25 or any integral multiple thereof, the denominations in
which such Junior Subordinated Debentures shall be issuable; (xi) any and all
other terms with respect to such series; and (xii) whether such Junior
Subordinated Debentures are issuable as a global security, and in such case,
the identity of the depository. (Section 2.01.)

The Indenture does not contain any provisions that afford holders of
Junior Subordinated Debentures protection in the event of a highly leveraged
transaction involving PacifiCorp.

SUBORDINATION

The Indenture provides that the Junior Subordinated Debentures are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined below) of PacifiCorp as provided in the Indenture. No payment of
principal of (including redemption and sinking fund payments), or premium, if
any, or interest on, the Junior Subordinated Debentures may be made if any
Senior Indebtedness is not paid when due, any applicable grace period with
respect to such default has ended and such default has not been cured or
waived, or if the maturity of any Senior Indebtedness has been accelerated
because of a default. Upon any distribution of assets of PacifiCorp to
creditors upon any dissolution, winding-up, liquidation or reorganization,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all principal of and premium, if any, and interest due or
to become

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due on, all Senior Indebtedness must be paid in full before the holders of the
Junior Subordinated Debentures are entitled to receive or retain any payment.
The rights of the holders of the Junior Subordinated Debentures will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Junior Subordinated Debentures are paid in full. (Sections 14.01
to 14.03.)

The term "Senior Indebtedness" shall mean the principal of and premium,
if any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of the Indenture or
thereafter incurred, created or assumed:

(a) all indebtedness of PacifiCorp evidenced by notes,
debentures, bonds or other securities sold by PacifiCorp for money;

(b) all indebtedness of others of the kinds described in the
preceding clause (a) assumed by or guaranteed in any manner by
PacifiCorp or in effect guaranteed by PacifiCorp; and

(c) all renewals, extensions or refundings of indebtedness of
the kinds described in any of the preceding clauses (a) and (b);

unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the assumption or
guarantee of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or is pari passu
with the Junior Subordinated Debentures. Such Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits of the
subordination provisions irrespective of any amendment, modification or waiver
of any term of such Senior Indebtedness. (Section 1.01.)

The Indenture does not limit the aggregate amount of Senior Indebtedness
which may be issued. As of June 30, 1994, Senior Indebtedness of PacifiCorp
aggregated approximately $3.7 billion.

As the Junior Subordinated Debentures will be issued by PacifiCorp, the
Junior Subordinated Debentures effectively will be subordinate to all
obligations of PacifiCorp's subsidiaries, and the rights of PacifiCorp's
creditors, including holders of the Junior Subordinated Debentures, to
participate in the assets of such subsidiaries upon liquidation or
reorganization will be junior to the rights of the holders of all preferred
stock, indebtedness and other liabilities of such subsidiaries, which may
include trade payables, obligations to banks under credit facilities,
guarantees, pledges, support arrangements, bonds, capital leases, notes and
other obligations. With respect to Pacific Telecom, the rights of
PacifiCorp's creditors, including holders of the Junior Subordinated
Debentures, will also be limited to PacifiCorp's 87% ownership interest in
Pacific Telecom.

CERTAIN COVENANTS OF PACIFICORP

PacifiCorp will covenant that it will not declare or pay any dividend
on, or redeem, purchase, acquire or make a distribution or liquidation payment
with respect to, any of its capital stock, if at such time (i) there shall
have occurred any event that would constitute an Event of Default under the
Indenture or (ii) PacifiCorp shall have given notice of its selection of an
extended interest payment period as provided in the Indenture and such period,
or any extension thereof, shall be continuing. (Section 4.06.) With respect
to any issuance of Junior Subordinated Debentures to PacifiCorp Delaware in
connection with the issuance of Preferred Securities, PacifiCorp will also
covenant (i) not to declare or pay any dividend on or redeem, purchase,
acquire or make a distribution or liquidation payment with respect to any of
its capital stock, if at such time PacifiCorp shall be in default with respect
to its payment of any obligations under the Guarantee, (ii) to remain the sole
general partner of PacifiCorp Delaware and maintain 100% ownership of the
general partner interests thereof; provided that any permitted successor of
PacifiCorp under the Indenture may succeed to PacifiCorp's duties as General
Partner, (iii) to contribute capital to the extent required to maintain its
capital at an amount equal to at least 3% of the total capital contributions
to PacifiCorp Delaware, (iv) not to voluntarily dissolve, wind-up or terminate
PacifiCorp Delaware, except in connection with the distribution of Junior
Subordinated Debentures to the holders of Preferred Securities in liquidation
of PacifiCorp Delaware and in connection with certain

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mergers, consolidations or amalgamations permitted by the Limited Partnership
Agreement, (v) to timely perform all of its duties as the general partner in
PacifiCorp Delaware (including the duty to pay dividends on the Preferred
Securities) and (vi) to use its reasonable efforts to cause PacifiCorp
Delaware to remain a limited partnership and otherwise continue to be treated
as a partnership for United States federal income tax purposes.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

Junior Subordinated Debentures of each series will be issued in
registered form and in either certificated form or will be represented by one
or more global securities. If not represented by one or more global
securities, Junior Subordinated Debentures may be presented for registration
of transfer (with the form of transfer endorsed thereon duly executed) or
exchange, at the office of the Debenture Registrar or at the office of any
transfer agent designated by PacifiCorp for such purpose with respect to any
series of Junior Subordinated Debentures and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes
and other governmental charges as described in the Indenture. Such transfer
or exchange will be effected upon the Debenture Registrar or such transfer
agent, as the case may be, being satisfied with the documents of title and
identity of the person making the request. PacifiCorp has appointed the
Trustee as Debenture Registrar with respect to the Junior Subordinated
Debentures. (Section 2.05.) If a Prospectus Supplement refers to any
transfer agent (in addition to the Debenture Registrar) initially designated
by PacifiCorp with respect to any series of Junior Subordinated Debentures,
PacifiCorp may at any time rescind the designation of any such transfer agent
or approve a change in the location through which any such transfer agent
acts, except that PacifiCorp will be required to maintain a transfer agent in
each Place of Payment for such series. (Section 4.02.) PacifiCorp may at any
time designate additional transfer agents with respect to any series of Junior
Subordinated Debentures.

In the event of any redemption in part, PacifiCorp shall not be required
to (i) issue, register the transfer of or exchange any Junior Subordinated
Debenture during a period beginning at the opening of business 15 days before
any selection for redemption of Junior Subordinated Debentures of like tenor
and of the series of which such Junior Subordinated Debenture is a part, and
ending at the close of business on the earliest date in which the relevant
notice of redemption is deemed to have been given to all holders of Junior
Subordinated Debentures of like tenor and of such series to be redeemed and
(ii) register the transfer of or exchange any Junior Subordinated Debentures
so selected for redemption, in whole or in part, except the unredeemed portion
of any Junior Subordinated Debenture being redeemed in part. (Section 2.05.)

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium (if any) on any Junior Subordinated
Debenture will be made only against surrender to the Paying Agent of such
Junior Subordinated Debenture. Unless otherwise indicated in an applicable
Prospectus Supplement, principal of and any premium and interest, if any, on
Junior Subordinated Debentures will be payable, subject to any applicable laws
and regulations, at the office of such Paying Agent or Paying Agents as
PacifiCorp may designate from time to time, except that at the option of
PacifiCorp payment of any interest may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Debenture
Register with respect to such Junior Subordinated Debentures. (Section 4.03.)
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on a Junior Subordinated Debenture on any Interest Payment Date will
be made to the person in whose name such Junior Subordinated Debenture (or
Predecessor Security) is registered at the close of business on the Regular
Record Date for such interest payment. (Section 2.03.)

PacifiCorp will act as Paying Agent with respect to the Junior
Subordinated Debentures. PacifiCorp may at any time designate additional
Paying Agents or rescind the designation of any Paying Agents or approve a
change in the office through which any Paying Agent acts, except that
PacifiCorp will be required to maintain a Paying Agent in each Place of
Payment for each series of the respective Junior Subordinated Debentures.
(Sections 4.02 and 4.03.)

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All moneys paid by PacifiCorp to a Paying Agent for the payment of the
principal of or premium, if any, or interest on any Junior Subordinated
Debenture of any series which remain unclaimed at the end of two years after
such principal, premium, if any, or interest shall have become due and payable
will be repaid to PacifiCorp and the holder of such Junior Subordinated
Debenture will thereafter look only to PacifiCorp for payment thereof.
(Section 11.05.)

GLOBAL DEBENTURES

If any Junior Subordinated Debentures of a series are represented by one
or more global securities, the applicable Prospectus Supplement will describe
the circumstances, if any, under which beneficial owners of interests in any
such Global Debenture may exchange such interests for Junior Subordinated
Debentures of such series and of like tenor and principal amount in any
authorized form and denomination. Principal of and any premium and interest
on a Global Debenture will be payable in the manner described in the
applicable Prospectus Supplement. (Section 2.11.)

The specific terms of the depository arrangement with respect to any
portion of a series of Junior Subordinated Debentures to be represented by a
Global Debenture will be described in the applicable Prospectus Supplement.

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting PacifiCorp and the Trustee,
with the consent of the holders of not less than a majority in principal
amount of the Junior Subordinated Debentures of each series which are affected
by the modification, to modify the Indenture or any supplemental indenture
affecting that series or the rights of the holders of that series of Junior
Subordinated Debentures; provided, that no such modification may, without the
consent of the holder of each outstanding Junior Subordinated Debenture
affected thereby, (i) extend the fixed maturity of any Junior Subordinated
Debentures of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Junior Subordinated Debenture so affected or (ii) reduce the
percentage of Junior Subordinated Debentures, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of each Junior Subordinated Debenture then outstanding and
affected thereby. (Section 9.02.)

In addition, PacifiCorp and the Trustee may execute, without the consent
of any holder of Junior Subordinated Debentures, any supplemental indenture
for certain other usual purposes including the creation of any new series of
Junior Subordinated Debentures. (Sections 2.01, 9.01 and 10.01.)

EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of
Default" with respect to each series of Junior Subordinated Debentures:

(a) failure for 10 days to pay interest on the Junior
Subordinated Debentures of that series, including any Additional
Interest in respect thereof, when due; or

(b) failure to pay principal or premium, if any, on the Junior
Subordinated Debentures of that series when due whether at maturity,
upon redemption by declaration or otherwise, or to make any sinking fund
payment with respect to that series; or

(c) failure to observe or perform any other covenant (other than
those specifically relating to one or more other series) contained in
the Indenture for 90 days after notice; or

(d) certain events of bankruptcy, insolvency or reorganization
of PacifiCorp. (Section 6.01.)

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With respect to any issuance of Junior Subordinated Debentures to
PacifiCorp Delaware in connection with the issuance of Preferred Securities,
the Indenture will also provide that the dissolution, winding-up or
termination of PacifiCorp Delaware, except in connection with the distribution
of Junior Subordinated Debentures to the holders of Preferred Securities in
liquidation of PacifiCorp Delaware and in connection with certain mergers,
consolidations or amalgamations permitted by the Limited Partnership
Agreement, shall constitute an "Event of Default" with respect to each series
of Junior Subordinated Debentures.

The holders of a majority in aggregate outstanding principal amount of
any series of the Junior Subordinated Debentures have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee for that series. (Section 6.06.) The Trustee or the holders
of not less than 25% in aggregate outstanding principal amount of any
particular series of the Junior Subordinated Debentures may declare the
principal due and payable immediately on default with respect to such series,
but the holders of a majority in aggregate outstanding principal amount of
such series may annul such declaration and waive the default if the default
has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with the Trustee.
(Sections 6.01 and 6.06.)

The holders of a majority in aggregate outstanding principal amount of
all series of the Junior Subordinated Debentures affected thereby may, on
behalf of the holders of all the Junior Subordinated Debentures of such
series, waive any past default, except a default in the payment of principal,
premium, if any, or interest. (Section 6.06.) PacifiCorp is required to file
annually with the Trustee a certificate as to whether or not PacifiCorp is in
compliance with all the conditions and covenants under the Indenture.
(Section 5.03(d).)

CONSOLIDATION, MERGER AND SALE

The Indenture does not contain any covenant which restricts PacifiCorp's
ability to merge or consolidate with or into any other corporation, sell or
convey all or substantially all of its assets to any person, firm or
corporation or otherwise engage in restructuring transactions. (Section
10.01.)

DEFEASANCE AND DISCHARGE

Under the terms of the Indenture, PacifiCorp will be discharged from any
and all obligations in respect of the Junior Subordinated Debentures of any
series (except in each case for certain obligations to register the transfer
or exchange of Junior Subordinated Debentures, replace stolen, lost or
mutilated Junior Subordinated Debentures, maintain paying agencies and hold
moneys for payment in trust) if PacifiCorp deposits with the Trustee, in
trust, moneys or Government Obligations, in an amount sufficient to pay all
the principal of, and interest on, the Junior Subordinated Debentures of such
series on the dates such payments are due in accordance with the terms of such
Junior Subordinated Debentures and, in certain circumstances, delivers to the
Trustee an Opinion of Counsel to the effect that the holders of Junior
Subordinated Debentures of such series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and discharge and
will be subject to federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit and
discharge had not occurred. In addition to discharging certain obligations
under the Indenture as stated above, if the Company delivers to the Trustee an
Opinion of Counsel (in lieu of the Opinion of Counsel referred to above) to
the effect that (a) the Company has received from, or there has been published
by the Internal Revenue Service a ruling or (b) since the date of the
Indenture there has been a change in applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the holders of Junior Subordinated Debentures of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit, defeasance and discharge
had not occurred, and (c) the trust resulting from the defeasance is a valid
trust and will not constitute a regulated investment company under the
Investment Company Act of 1940, as amended, then, in such event, the Company
will be deemed to have paid and discharged the entire indebtedness on the
Junior Subordinated Debentures. In the event of any such defeasance and
discharge of Junior Subordinated Debentures of such series, holders of Junior
Subordinated Debentures of such series would

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be able to look only to such trust fund for payment of principal (and premium,
if any) and interest, if any, on their Junior Subordinated Debentures of such
series. (Sections 11.01, 11.02 and 11.03.)

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures will be governed
by, and construed in accordance with, the laws of the State of New York.
(Section 13.04.)

INFORMATION CONCERNING THE TRUSTEE

The Trustee, prior to default, undertakes to perform only such duties as
are specifically set forth in the Indenture and, after default, shall exercise
the same degree of care as a prudent individual would exercise in the conduct
of his or her own affairs. (Section 7.01.) Subject to such provision, the
Trustee is under no obligation to exercise any of the powers vested in it by
the Indenture at the request of any holder of Junior Subordinated Debentures,
unless offered reasonable indemnity by such holder against the costs, expenses
and liabilities which might be incurred thereby. (Section 7.02.) The Trustee
is not required to expend or risk its own funds or otherwise incur personal
financial liability in the performance of its duties if the Trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.
(Section 7.01.)

PacifiCorp maintains a banking relationship with the Trustee. The
Trustee serves as trustee under other indentures pursuant to which unsecured
debt securities issued on behalf of PacifiCorp are outstanding.

MISCELLANEOUS

PacifiCorp will have the right at all times to assign any of its rights
or obligations under the Indenture to a direct or indirect wholly-owned
subsidiary of PacifiCorp; provided, that, in the event of any such assignment,
PacifiCorp will remain liable for all such obligations. PacifiCorp Delaware
may not assign any of its rights under the Indenture without the prior written
consent of PacifiCorp. Subject to the foregoing, the Indenture will be
binding upon and inure to the benefit of the parties thereto and their
respective successors and assigns. The Indenture provides that it may not
otherwise be assigned by the parties thereto. (Section 13.11.)

DESCRIPTION OF THE PREFERRED SECURITIES

PacifiCorp Delaware may issue, from time to time, Preferred Securities,
in one or more series, having terms described in the Prospectus Supplement
relating thereto. The limited partnership agreement of PacifiCorp Delaware
will be amended and restated (as so amended and restated, the "Limited
Partnership Agreement") to authorize the establishment of one or more series
of Preferred Securities, having such terms, including dividends, redemption,
voting, liquidation rights and such other preferred or other special rights or
such restrictions as shall be set forth therein or otherwise established by
the General Partner pursuant thereto. Reference is made to the Prospectus
Supplement relating to the Preferred Securities of a particular series for
specific terms, including (i) the distinctive designation of such series which
shall distinguish it from other series; (ii) the number of Preferred
Securities included in such series, which number may be increased or decreased
from time to time unless otherwise provided by the General Partner in creating
the series; (iii) the annual dividend rate or rates (or method of determining
such rate or rates) for Preferred Securities of such series and the date or
dates upon which such dividends shall be payable; provided, however, dividends
on any series of Preferred Securities shall be payable on a monthly basis to
holders of such series of Preferred Securities as of a record date in each
month during which such series of Preferred Securities are outstanding;
(iv) the right, if any, to extend the dividend payment periods and the
duration of any such extension; (v) whether dividends on Preferred Securities
of such series shall be cumulative, and, in the case of Preferred Securities
of any series having cumulative dividend rights, the date or dates or method
of determining the date or dates from which dividends on Preferred Securities
of such series shall be cumulative; (vi) the amount or amounts which shall be
paid out of the assets of PacifiCorp Delaware to the holders of Preferred
Securities of such series upon voluntary or involuntary dissolution,
winding-up or termination of PacifiCorp Delaware; (vii) the price or prices at
which, the period or periods within which and the terms

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and conditions upon which Preferred Securities of such series may be redeemed
or purchased, in whole or in part, at the option of PacifiCorp Delaware or the
General Partner; (viii) the obligation, if any, of PacifiCorp Delaware to
purchase or redeem Preferred Securities of such series and the price or prices
at which, the period or periods within which and the terms and conditions upon
which Preferred Securities of such series shall be purchased or redeemed, in
whole or in part, pursuant to such obligation; (ix) the voting rights, if any,
of Preferred Securities of such series in addition to those required by law,
including the number of votes per Preferred Security and any requirement for
the approval by the holders of Preferred Securities, or of Preferred
Securities of one of more series, or of both, as a condition to specified
action or amendments to the Limited Partnership Agreement; and (x) any other
relative rights, preferences, privileges, limitations or restrictions of
Preferred Securities of the series not inconsistent with the Limited
Partnership Agreement or with applicable law. All Preferred Securities
offered hereby will be guaranteed by PacifiCorp to the extent set forth below
under "Description of the Guarantee." Any applicable federal income tax
considerations applicable to any offering of Preferred Securities will be
described in the Prospectus Supplement relating thereto.

DESCRIPTION OF THE GUARANTEE

Set forth below is a summary of information concerning the Guarantee
which will be executed and delivered by PacifiCorp for the benefit of the
holders from time to time of Preferred Securities. The summary does not
purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the Guarantee, which is
filed as an exhibit to the Registration Statement of which this Prospectus
forms a part.

GENERAL

PacifiCorp will irrevocably and unconditionally agree, to the extent set
forth in the Guarantee, to pay in full, to the holders of the Preferred
Securities of each series, the Guarantee Payments (as defined below) (except
to the extent paid by PacifiCorp Delaware), as and when due, regardless of any
defense, right of set-off or counterclaim which PacifiCorp Delaware may have
or assert. The following payments with respect to any series of Preferred
Securities to the extent not paid by PacifiCorp Delaware (the "Guarantee
Payments") will be subject to the Guarantee (without duplication): (i) any
accrued and unpaid dividends which are required to be paid on the Preferred
Securities of such series, to the extent PacifiCorp Delaware shall have funds
legally available therefor, (ii) the redemption price, including all accrued
and unpaid dividends (the "Redemption Price"), payable out of funds legally
available therefor with respect to any Preferred Securities called for
redemption by PacifiCorp Delaware and (iii) upon a liquidation of PacifiCorp
Delaware, the lesser of (a) the aggregate of the liquidation preference and
all accrued and unpaid dividends on the Preferred Securities of such series to
the date of payment and (b) the amount of assets of PacifiCorp Delaware
remaining available for distribution to holders of Preferred Securities of
such series in liquidation of PacifiCorp Delaware. PacifiCorp's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by PacifiCorp to the holders of Preferred Securities or by causing
PacifiCorp Delaware to pay such amounts to such holders.

CERTAIN COVENANTS OF PACIFICORP

In the Guarantee, PacifiCorp will covenant that, so long as any
Preferred Securities remain outstanding, PacifiCorp will not declare or pay
any dividend on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of its capital stock or make any guarantee payment with
respect to the foregoing if at such time PacifiCorp shall be in default with
respect to its payment or other obligations under the Guarantee or there shall
have occurred any event that would constitute an Event of Default under the
Indenture described above. See "Description of the Junior Subordinated
Debentures."

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes which do not adversely affect the
rights of holders of Preferred Securities (in which case no vote will be
required), the Guarantee may be changed only with the prior approval of the
holders of not less than 66-2/3% in liquidation preference of the outstanding

11
<PAGE>
Preferred Securities. The manner of obtaining any such approval of holders of
the Preferred Securities of each series will be as set forth in an
accompanying Prospectus Supplement. All guarantees and agreements contained
in the Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of PacifiCorp and shall inure to the benefit of the holders of
the Preferred Securities then outstanding.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect as to
the Preferred Securities of any series upon full payment of the Redemption
Price of all Preferred Securities of such series, and will terminate
completely upon full payment of the amounts payable upon liquidation of
PacifiCorp Delaware. The Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of Preferred
Securities of any series must restore payment of any sums paid under such
series of Preferred Securities or the Guarantee.

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of PacifiCorp and
will rank (i) subordinate and junior in right of payment to all liabilities of
PacifiCorp, (ii) pari passu with the most senior preferred or preference stock
now or hereafter issued by PacifiCorp and with any guarantee now or hereafter
entered into by PacifiCorp in respect of any preferred or preference stock of
any affiliate of PacifiCorp and (iii) senior to PacifiCorp's common stock.
The Limited Partnership Agreement provides that each holder of Preferred
Securities by acceptance thereof agrees to the subordination provisions and
other terms of the Guarantee.

The Guarantee will constitute a guarantee of payment and not of
collection. The Guarantee will be deposited with the General Partner to be
held for the benefit of the holders of each series of the Preferred
Securities. In the event of the appointment of a special representative of
PacifiCorp Delaware and the limited partners (a "Special Representative") to,
among other things, enforce the Guarantee, the Special Representative may take
possession of the Guarantee for such purpose. If no Special Representative
has been appointed to enforce the Guarantee, the General Partner has the right
to enforce the Guarantee on behalf of the holders of each series of the
Preferred Securities. The holders of not less than 10% in aggregate
liquidation preference of the Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available in respect of the Guarantee, including the giving of directions to
the General Partner or the Special Representative, as the case may be. If the
General Partner or the Special Representative fails to enforce the Guarantee
as above provided, any holder of Preferred Securities may institute a legal
proceeding directly against the Guarantor to enforce its rights under the
Guarantee, without first instituting a legal proceeding against PacifiCorp
Delaware or any other person or entity. The Guarantee will not be discharged
except by payment of the Guarantee Payments in full to the extent not paid by
PacifiCorp Delaware and by complete performance of all obligations under the
Guarantee.

EFFECT OF OBLIGATIONS UNDER THE JUNIOR
SUBORDINATED DEBENTURES AND THE GUARANTEE

As set forth in the Limited Partnership Agreement, the sole purpose of
PacifiCorp Delaware is to issue limited partnership interests in PacifiCorp
Delaware and to invest the proceeds thereof in Junior Subordinated
Debentures of PacifiCorp.

As long as payments of interest and other payments are made when due on
the Junior Subordinated Debentures issued in connection with Preferred
Securities, such payments will be sufficient to cover dividends and payments
due on the Preferred Securities primarily because (i) the aggregate
principal amount of such Junior Subordinated Debentures will be equal to the
sum of the aggregate stated liquidation preference of the Preferred
Securities and the General Partner's capital contribution with respect to
the Preferred Securities; (ii) the interest rate and interest and other
payment dates on such Junior Subordinated Debentures of each series will
match the dividend rate and dividend and other payment dates for the
Preferred Securities of such series; (iii) the Limited Partnership Agreement
provides that PacifiCorp, as General Partner, shall pay for all, and
PacifiCorp Delaware shall not be

12
<PAGE>
obligated to pay, directly or indirectly, for any, costs and expenses of
PacifiCorp Delaware; and (iv) the Limited Partnership Agreement further
provides that the General Partner shall not cause or permit PacifiCorp
Delaware to, among other things, engage in any activity that is not
consistent with the purposes of PacifiCorp Delaware.

If PacifiCorp fails to make interest or other payments on the Junior
Subordinated Debentures issued in connection with Preferred Securities when
due, the Limited Partnership Agreement provides a mechanism whereby the
holders of the Preferred Securities may appoint a Special Representative to
enforce the rights of PacifiCorp Delaware under such Junior Subordinated
Debentures. Payments of dividends and other payments due on the Preferred
Securities out of moneys held by PacifiCorp Delaware are guaranteed by
PacifiCorp to the extent set forth under "--General" above. The Limited
Partnership Agreement also provides, and PacifiCorp, under the Guarantee,
acknowledges, that a Special Representative may be appointed to enforce the
Guarantee if PacifiCorp is in default on any of its payment obligations
under the Guarantee. In addition, if the General Partner or the Special
Representative fails to enforce the Guarantee, a holder of a Preferred
Security may institute a legal proceeding directly against PacifiCorp to
enforce its rights under the Gurantee without first instituting a legal
proceeding against PacifiCorp Delaware or any other person or entity.

PacifiCorp and PacifiCorp Delaware believe that the above mechanisms and
obligations, taken together, are substantially equivalent to a full and
unconditional guarantee by PacifiCorp of payments due on the Preferred
Securities.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the
laws of the State of New York.

PLAN OF DISTRIBUTION

PacifiCorp may sell any series of Junior Subordinated Debentures, and
PacifiCorp Delaware may sell any series of Preferred Securities, in one or
more of the following ways at any time or from time to time: (i) to
underwriters for resale to the public or to institutional investors;
(ii) directly to institutional investors; or (iii) through agents to the
public or to institutional investors. The Prospectus Supplement with respect
to each series of Offered Securities will set forth the terms of the offering
of such Offered Securities, including the name or names of any underwriters or
agents, the purchase price of such Offered Securities and the proceeds to
PacifiCorp or PacifiCorp Delaware, as the case may be, from such sale, any
underwriting discounts or agency fees and other items constituting
underwriters' or agents compensation, any initial public offering price,
any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchanges on which such Offered Securities may be listed.

If underwriters are used in the sale, such Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale.

Unless otherwise set forth in the Prospectus Supplement, the obligations
of the underwriters to purchase any series of Offered Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of such series of Offered Securities, if any are purchased.

Underwriters and agents may be entitled under agreements entered into
with PacifiCorp and/or PacifiCorp Delaware to indemnification by PacifiCorp
and/or PacifiCorp Delaware against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in transactions
with, or perform services for PacifiCorp and its subsidiaries in the ordinary
course of business.

Each series of Offered Securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom Offered
Securities are sold by PacifiCorp or PacifiCorp

13
<PAGE>
Delaware for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The Offered
Securities may or may not be listed on a national securities exchange.

EXPERTS

The audited consolidated financial statements of PacifiCorp and
subsidiaries and supplemental schedules incorporated by reference in this
Prospectus have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports included in or incorporated by reference in
PacifiCorp's Annual Report on Form 10-K incorporated by reference herein, and
have been so incorporated herein in reliance upon such reports given upon the
authority of that firm as experts in accounting and auditing.

With respect to any unaudited interim financial information that is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in any Quarterly
Reports on Form 10-Q incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review procedures
applied. Deloitte & Touche LLP are not subject to the liability provisions of
Section 11 of the United States Securities Act of 1933 for their reports on
the unaudited interim financial information because those reports are not
"reports" or a "part" of the Registration Statement to which this Prospectus
is a part prepared or certified by an accountant within the meaning of
Sections 7 and 11 of said Securities Act.

LEGAL OPINIONS

Certain legal matters in connection with the Offered Securities,
including the validity of the Indenture, the Guarantee and the Junior
Subordinated Debentures will be passed upon for PacifiCorp and PacifiCorp
Delaware by Stoel Rives Boley Jones & Grey, Portland, Oregon, and for the
underwriters by Winthrop, Stimson, Putnam & Roberts, New York, New York.
Certain matters of Delaware law relating to the validity of the Preferred
Securities, the validity of the Limited Partnership Agreement and the
formation of PacifiCorp Delaware will be passed upon by Richards, Layton &
Finger, P.A., as special Delaware counsel to PacifiCorp and PacifiCorp
Delaware. Certain tax matters in connection with the Preferred Securities
will be passed upon for PacifiCorp and PacifiCorp Delaware by Stoel Rives
Boley Jones & Grey. John M. Schweitzer and John Detjens III, who are
assistant secretaries of PacifiCorp, are partners in the firm of Stoel Rives
Boley Jones & Grey.

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<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Filing fee-Securities and Exchange Commission . . . . . . . . $51,723
*Fees of state regulatory authorities . . . . . . . . . . . . 1,000
*Counsel fees . . . . . . . . . . . . . . . . . . . . . . . . 170,000
*Accountants' fees . . . . . . . . . . . . . . . . . . . . . . 20,000
*Stock Exchange Listing Fees . . . . . . . . . . . . . . . . . 85,000
*Rating agency fees . . . . . . . . . . . . . . . . . . . . . 50,000
*Trustee Fees . . . . . . . . . . . . . . . . . . . . . . . . 25,000
*Printing of registration statement, prospectus,
certificates, etc . . . . . . . . . . . . . . . . . . . . . 150,000
*Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 21,000
_______

Total . . . . . . . . . . . . . . . . . . . . . . . . . .$573,723
_______
_______
_______________
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

PacifiCorp's Second Restated Articles of Incorporation, as amended
("Restated Articles"), and Bylaws, as amended ("Bylaws"), require PacifiCorp
to indemnify directors and officers to the fullest extent not prohibited by
law. The right to and amount of indemnification will be ultimately subject to
determination by a court that indemnification in the circumstances presented
is consistent with public policy considerations and other provisions of law.
It is likely, however, that the Restated Articles would require
indemnification at least to the extent that indemnification is authorized by
the Oregon Business Corporation Act ("OBCA"). The effect of the OBCA is
summarized as follows:

(a) The OBCA permits PacifiCorp to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding,
other than an action by or in the right of PacifiCorp, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred, provided the person concerned
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of PacifiCorp, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a court
upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The termination
of a proceeding by judgment, order, settlement, conviction or plea of nolo
contendere or its equivalent is not, of itself, determinative that the person
did not meet the prescribed standard of conduct.

(b) The OBCA permits PacifiCorp to grant a right of indemnification in
respect of any proceeding by or in the right of PacifiCorp against the
reasonable expenses (including attorneys' fees) incurred, if the person
concerned acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of PacifiCorp, except that no
indemnification may be granted if such person is adjudged to be liable to
PacifiCorp unless permitted by a court.

(c) Under the OBCA, PacifiCorp may not indemnify a person in respect
of a proceeding described in (a) or (b) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors,
by a majority vote of a quorum consisting of directors not at the time parties
to the proceeding, (ii) if a quorum of directors not parties to the proceeding
cannot be obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as described in
(i) and (ii) above, or (iv) by the shareholders. Authorization of the
indemnification and evaluation as to the

II-1
<PAGE>
reasonableness of expenses are to be determined as specified in any one of (i)
through (iv) above, except that if the determination of such indemnification's
permissibility is made by special counsel then the determination of the
reasonableness of such expenses is to be made by those entitled to select
special counsel. Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the relevant
circumstances. Notwithstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter of
right against reasonable expenses incurred in connection with the proceeding.

(d) Under the OBCA, PacifiCorp may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance furnishes
(i) a written affirmation of the director's or officer's good faith belief
that he or she has met the prescribed standard of conduct, and (ii) a written
undertaking to repay the advance if it is ultimately determined that such
person did not meet the standard of conduct.

The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be entitled
under any statute, agreement, vote of shareholders, action of directors, or
otherwise. Indemnity agreements entered into by PacifiCorp require PacifiCorp
to indemnify the directors that are parties thereto to the fullest extent
permitted by law and are intended to create an obligation to indemnify to the
fullest extent a court may find to be consistent with public policy
considerations. Resolutions adopted by PacifiCorp's board of directors are
intended to have a similar result with respect to officers of PacifiCorp.

PacifiCorp has directors' and officers' liability insurance coverage
which insures officers and directors of PacifiCorp against certain
liabilities.

Pursuant to the Limited Partnership Agreement, to the fullest extent
permitted by applicable law, PacifiCorp Delaware shall indemnify and hold
harmless the General Partner or any Special Representative, any affiliate of
the General Partner or any Special Representative or any officers, directors,
shareholders, partners, employees, representatives or agents of the General
Partner or any Special Representative, or any employee or agent of PacifiCorp
Delaware or its affiliates (each, an "Indemnified Person") from and against
any loss, damage or claim incurred by such Indemnified Person by reason of any
act or omission performed or omitted by such Indemnified Person in good faith
on behalf of PacifiCorp Delaware and in a manner reasonably believed to be
within the scope of authority conferred on such Indemnified Person by the
Limited Partnership Agreement, except that no Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Indemnified Person by reason of gross negligence or willful misconduct
with respect to such acts or omissions; provided, however, that any such
indemnity shall be provided out of and to the extent of PacifiCorp Delaware's
assets only, and no General Partner or limited partner (collectively,
"Partners"), any affiliate of a Partner or any officers, directors,
shareholders, partners, employees, representatives or agents of a Partner or
its respective affiliates, or any employee or agent of PacifiCorp Delaware or
its affiliates or any Special Representative shall have any personal liability
on account thereof. To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person in defending
any claim, demand, action, suit or proceeding shall, from time to time, be
advanced by PacifiCorp Delaware prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by PacifiCorp Delaware of an
undertaking by or on behalf of the Indemnified Person to repay such amount if
it shall be determined that the Indemnified Person is not entitled to be
indemnified.

ITEM 16. EXHIBITS

Exhibit No. Description of Exhibits
___________ _______________________

(1)(a) Form of Underwriting Agreement to be used in connection with the
issuance of Preferred Securities.

(1)(b) Form of Underwriting Agreement to be used in connection with the
issuance of Junior Subordinated Debentures only.

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<PAGE>
(4)(a) Form of Indenture between PacifiCorp and The Bank of New York as
Trustee.

*(4)(b) Form of Supplemental Indenture to Indenture to be used in
connection with the issuance of Junior Subordinated Debentures and
fixed rate Preferred Securities.

*(4)(c) Form of Supplemental Indenture to Indenture to be used in
connection with the issuance of Junior Subordinated Debentures and
adjustable rate Preferred Securities.

*(4)(d) Form of Supplemental Indenture to Indenture to be used in
connection with Junior Subordinated Debentures only.

*(4)(e) Certificate of Limited Partnership of PacifiCorp Delaware.

*(4)(f) Limited Partnership Agreement of PacifiCorp Delaware.

(4)(g) Form of Amended and Restated Agreement of Limited Partnership of
PacifiCorp Delaware.

(4)(h) Form of Action creating fixed rate Series A Preferred Securities.

(4)(i) Form of Action creating adjustable rate Series A Preferred
Securities.

*(4)(j) Form of Preferred Security (included in Exhibit (4)(g) above).

*(4)(k) Form of Junior Subordinated Debenture (included in Exhibits (4)(b),
(c) and (d) above).

*(4)(l) Form of Guarantee Agreement with respect to Preferred Securities.

*(5)(a) Opinion of Stoel Rives Boley Jones & Grey with respect to Preferred
Securities, Guarantee and Junior Subordinated Debentures.

*(5)(b) Opinion of Richards, Layton & Finger with respect to Preferred
Securities.

*(8) Opinion of Stoel Rives Boley Jones & Grey with respect to tax
matters.

**(12)(a) Statement re Computation of Consolidated Ratios of Earnings to
Fixed Charges. (Exhibit 12, Form 10-Q for the quarter ended
June 30, 1994, File No. 1-5152).

*(12)(b) Statement re Computation of Consolidated Ratios of Earnings to
Combined Fixed Charges and Preferred Stock Dividends.

(15) Letter re Unaudited Interim Financial Information. (Exhibit 15,
Form 10-Q for the quarter ended June 30, 1994, File No. 1-5152).

*(23)(a) Consent of Deloitte & Touche LLP.

*(23)(b) Consent of Stoel Rives Boley Jones & Grey (included in (5)(a) and
(8) above).

*(23)(c) Consent of Richards, Layton & Finger (included in (5)(b) above).

*(24) Powers of Attorney.

*(25)(a) Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture.

________________
*Previously filed.
**Incorporated by reference.

II-3
<PAGE>
ITEM 17. UNDERTAKINGS

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are
being made, a post effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;

provided, however, that the undertakings set forth in paragraph
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by PacifiCorp pursuant to Section 13
or 15(d) of the Securities Act of 1934 that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) For purposes of determining any liability under the Securities Act
of 1933, each filing of PacifiCorp's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrants pursuant to the provision described under Item 15
above, or otherwise, the Registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

(d) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) under
the Securities Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective.

(e) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PACIFICORP
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF OREGON ON THE 13TH DAY OF
OCTOBER 1994.

PACIFICORP

By: RICHARD T. O'BRIEN
___________________________
Richard T. O'Brien
(Vice President)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON OCTOBER 13,
1994 IN THE CAPACITIES INDICATED.

Signature Title
_________ _____

*FREDERICK W. BUCKMAN President, Chief Executive Officer
___________________________ and Director
Frederick W. Buckman

*WILLIAM J. GLASGOW Senior Vice President and
___________________________ Chief Financial Officer
William J. Glasgow

*DANIEL L. SPALDING Senior Vice President
___________________________ (Chief Accounting Officer)
Daniel L. Spalding

*C.M. BISHOP, JR. Director
___________________________
C.M. Bishop, Jr.

*C. TODD CONOVER Director
___________________________
C. Todd Conover

*RICHARD C. EDGLEY Director
___________________________
Richard C. Edgley

*A.M. GLEASON Director
___________________________
A.M. Gleason (Vice Chairman)

*JOHN C. HAMPTON Director
___________________________
John C. Hampton

*NOLAN E. KARRAS Director
___________________________
Nolan E. Karras

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<PAGE>
*KEITH R. MCKENNON Director
___________________________
Keith R. McKennon (Chairman)

*ROBERT G. MILLER Director
___________________________
Robert G. Miller

*VERL R. TOPHAM Director
___________________________
Verl R. Topham

*DON M. WHEELER Director
___________________________
Don M. Wheeler

*NANCY WILGENBUSCH Director
___________________________
Nancy Wilgenbusch

*By RICHARD T. O'BRIEN
_______________________
Richard T. O'Brien
(Attorney-in-Fact)

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<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, PACIFICORP
DELAWARE, L.P. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF OREGON ON THE 13TH DAY OF
OCTOBER 1994.

PACIFICORP DELAWARE, L.P.

By: PacifiCorp, General Partner

By: RICHARD T. O'BRIEN
__________________________________
Richard T. O'Brien, Vice President

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<PAGE>
EXHIBIT INDEX

Exhibit No. Document Page No.
___________ ________ ________

(1)(a) Form of Underwriting Agreement to be used in connection
with the issuance of Preferred Securities.

(1)(b) Form of Underwriting Agreement to be used in connection
with the issuance of Junior Subordinated Debentures
only.

(4)(a) Form of Indenture between PacifiCorp and The Bank of
New York as Trustee.

*(4)(b) Form of Supplemental Indenture to Indenture to be used
in connection with the issuance of Junior Subordinated
Debentures and fixed rate Preferred Securities.

*(4)(c) Form of Supplemental Indenture to Indenture to be used
in connection with the issuance of Junior Subordinated
Debentures and adjustable rate Preferred Securities.

*(4)(d) Form of Supplemental Indenture to Indenture to be used
in connection with Junior Subordinated Debentures only.

*(4)(e) Certificate of Limited Partnership of PacifiCorp
Delaware.

*(4)(f) Limited Partnership Agreement of PacifiCorp Delaware.

(4)(g) Form of Amended and Restated Agreement of Limited
Partnership of PacifiCorp Delaware.

(4)(h) Form of Action creating fixed rate Series A Preferred
Securities.

(4)(i) Form of Action creating adjustable rate Series A
Preferred Securities.

*(4)(j) Form of Preferred Security (included in Exhibit (4)(g)
above).

*(4)(k) Form of Junior Subordinated Debenture (included in
Exhibits (4)(b), (c) and (d) above).

*(4)(l) Form of Guarantee Agreement with respect to Preferred
Securities.

*(5)(a) Opinion of Stoel Rives Boley Jones & Grey with respect
to Preferred Securities, Guarantee and Junior
Subordinated Debentures.

*(5)(b) Opinion of Richards, Layton & Finger with respect to
Preferred Securities.

*(8) Opinion of Stoel Rives Boley Jones & Grey with respect to tax
matters.

**(12)(a) Statement re Computation of Consolidated Ratios of
Earnings to Fixed Charges. (Exhibit 12, Form 10-Q for
the quarter ended June 30, 1994, File No. 1-5152).

*(12)(b) Statement re Computation of Consolidated Ratios of
Earnings to Combined Fixed Charges and Preferred Stock
Dividends.

(15) Letter re Unaudited Interim Financial Information.
(Exhibit 15, Form 10-Q for the quarter ended June 30,
1994, File No. 1-5152).

*(23)(a) Consent of Deloitte & Touche LLP.

*(23)(b) Consent of Stoel Rives Boley Jones & Grey (included in
(5)(a) and (8) above).

*(23)(c) Consent of Richards, Layton & Finger (included in (5)(b)
above).

II-8
<PAGE>
Exhibit No. Document Page No.
___________ ________ ________

*(24) Powers of Attorney.

*(25)(a) Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of The Bank of New York, as
Trustee under the Indenture.

________________
*Previously filed.
**Incorporated by reference.

II-9

<PAGE>
Exhibit 1(a)

Form of Underwriting Agreement
relating to Preferred Securities

PacifiCorp

PacifiCorp Delaware, L.P.

Series [__] Preferred Securities

UNDERWRITING AGREEMENT

[______]

Goldman, Sachs & Co.
Smith Barney Inc.
[insert names of other Representatives]

As representatives of the several
Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

The undersigned, PacifiCorp Delaware, L.P., a Delaware
limited partnership (the "Partnership"), and PacifiCorp, an
Oregon corporation (the "Company" and, together with the
Partnership, the "Obligors"), hereby confirm their agreement with
the several Underwriters (as defined in Section 1 hereof), for
whom you are acting as representatives (in such capacity, you
shall hereinafter be referred to as the "Representatives"), as
follows:

1. Definitions of Certain Terms. Except as may
otherwise be defined herein, capitalized terms used herein shall
have the following meanings:<PAGE>
<PAGE>2
(a) "Act" shall mean the Securities Act of 1933, as
amended.

(b) "Articles" shall mean the Second Restated Articles
of Incorporation of the Company, as amended.

(d) "Commission" shall mean the Securities and
Exchange Commission.

(e) "Company Securities" shall mean the Series [__]
Debentures and the Guarantee.

(f) "Counsel for the Obligors" shall mean Stoel Rives
Boley Jones & Grey.

(g) "Counsel for the Underwriters" shall mean
Winthrop, Stimson, Putnam & Roberts.

(h) "Debentures" shall mean junior subordinated
debentures of the Company issued under the Indenture having
an aggregate initial offering price of up to $150,000,000.

(i) "Effective Date" shall mean, at any time, the
later of (i) the date that the Registration Statement or any
post-effective amendment thereto was or is declared
effective by the Commission under the Act and (ii) the date
that the Company's Annual Report on Form 10-K for its most
recently completed fiscal year is filed with the Commission
under the Exchange Act, in each case at such time.

(j) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.

(k) "General Partner" shall mean the Company in its
capacity as the general partner of the Partnership.

(l) "Guarantee" shall mean the Company's guarantee of
the payment of dividends on, and amounts due upon the
redemption of or upon the Partnership's liquidation with
respect to, the Preferred Securities pursuant to the
Guaranty Agreement dated as of [_____] entered into by the
Company.

(m) "Incorporated Documents" shall mean the documents
filed by the Company with the Commission under the Exchange
Act that are, or are deemed to be, incorporated by reference
in the Prospectus pursuant to Item 12 of Form S-3 under the
Act.

(n) "Indenture" shall mean the Indenture dated as of
[_____] between the Company and The Bank of New York, as
trustee (the "Trustee"), as [heretofore] supplemented and
amended[, including] by the [_____] Supplemental Indenture
dated as of [_____].<PAGE>
<PAGE>3
(o) "Preferred Securities" shall mean up to 6,000,000
Monthly Income Preferred Securities representing limited
partner interests in the Partnership and otherwise having
the terms set forth in the Prospectus.

(p) "NYSE" shall mean the New York Stock Exchange.

(q) "Partnership Agreement" shall mean the Limited
Partnership Agreement of the Partnership between the
Company, as the General Partner, and the initial limited
partner thereof named therein, as amended and restated on or
prior to the Closing Date (as defined in Section 4(a)
hereof) by the Amended and Restated Agreement of Limited
Partnership of the Partnership among the Company, as the
General Partner, and the limited partners thereof parties
thereto, including the action thereunder of the General
Partner creating the Series [__] Preferred Securities (the
"Action").

(r) "Partnership Certificate" shall mean the
Certificate of Limited Partnership of the Partnership.

(s) "Prospectus" shall mean the prospectus relating to
the Debentures, the Preferred Securities and the Guarantee
included in the Registration Statement, as supplemented by a
prospectus supplement specifying the terms of the Securities
and the plan of distribution thereof (the "Prospectus
Supplement"), as first filed pursuant to Rule 424(b) of the
Regulations under the Act, including the Incorporated
Documents.

(t) "Registration Statement" shall mean the
registration statement on Form S-3 (No. 33-55309) filed with
the Commission for the registration under the Act of the
Debentures, the Preferred Securities and the Guarantee, as
amended and supplemented to the date of this Agreement, and
shall be deemed to include the Incorporated Documents.

(u) "Regulations" shall mean the applicable published
rules and regulations of the Commission under the Act, the
Exchange Act or the Trust Indenture Act, as the case may be.

(v) "Securities" shall mean the Series [__] Preferred
Securities and the Company Securities.

(w) "Series [__] Debentures" shall mean $[_____]
aggregate principal amount of Debentures designated [__]%
Deferrable Interest Junior Subordinated Debentures, Series
[__], Due [____] having the terms set forth in the
Prospectus that may be delivered to holders of Series [__]
Preferred Securities upon the occurrence of a Tax Event in
accordance with the Partnership Agreement.

(x) "Series [__] Preferred Securities" shall mean
[_____] Preferred Securities designated [__]% Cumulative
Monthly Income Preferred Securities, Series [__] having the
terms set forth in the Prospectus.<PAGE>
<PAGE>4
(y) "Tax Event" shall have the meaning ascribed to
such term in the Partnership Agreement, except that for
purposes of Section 9(e) hereof the specified date referred
to therein shall be the date of this Agreement.

(z) "Trust Indenture Act" shall mean the Trust
Indenture Act of 1939, as amended.

(aa) "Underwriters" shall mean the several firms or
corporations named in Schedule I hereto and any underwriter
substituted as provided in Section 4(c) hereof and
"Underwriter" shall mean one of the Underwriters.

(ab) "amend," "amendment," "amended," "supplement" or
"supplemented" with respect to the Registration Statement or
the Prospectus shall mean amendments or supplements to the
Registration Statement or the Prospectus, as the case may
be, and Incorporated Documents filed after the date of this
Agreement and prior to the completion of the distribution of
the Securities.

2. Purchase and Sale. Upon the basis of the
representations and warranties herein contained, and subject to
the terms and conditions set forth in this Agreement, the
Partnership agrees to sell to each Underwriter named in Schedule
I hereto, severally and not jointly, and such Underwriter agrees,
severally and not jointly, to purchase from the Partnership, the
number of Series [__] Preferred Securities set forth opposite
such Underwriter's name in Schedule I hereto at a purchase price
of $25 per Series [__] Preferred Security.

As compensation to the Underwriters for their
commitments hereunder, and because the proceeds of the sale of
the Series [__] Preferred Securities will be loaned by the
Partnership to the Company, the Company hereby agrees to pay on
the Closing Date to Goldman, Sachs & Co., for the accounts of the
several Underwriters, an amount equal to (i) in the case of such
number of Series [__] Preferred Securities as are reserved by the
Underwriters for sale to institutional investors, $[__] per
Series [__] Preferred Security and (ii) in the case of such
number of Preferred Securities as are not so reserved, $[__] per
Series [__] Preferred Security. For purposes of this Section 2,
the number of Series [__] Preferred Securities reserved for sale
to institutional investors that the Partnership agrees to sell to
the respective Underwriters, severally and not jointly, and that
the respective Underwriters agree, severally and not jointly, to
purchase from the Partnership at the purchase price set forth in
clause (i) above shall be provided to the Partnership by the
Representatives at the Closing Date.

The Partnership has been advised by the Representatives
that the Underwriters propose to (i) make a public offering of
the Series [__] Preferred Securities as soon as the Underwriters
deem advisable after this Agreement has been executed and
delivered and (ii) initially offer the Series [__] Preferred
Securities to the public at the public offering price set forth
in the Prospectus.<PAGE>
<PAGE>5
3. Representations and Warranties of Obligors. The
Obligors jointly and severally represent and warrant to, and
agree with, the several Underwriters as follows:

(a) Filing of Registration Statement and any
Preliminary Prospectus with Commission. The Obligors meet
the requirements for use of Form S-3 under the Act and the
Obligors have filed with the Commission the Registration
Statement and each preliminary prospectus relating to the
Securities required to be filed pursuant to Rule 424 of the
Regulations under the Act; and the Registration Statement
has been declared effective by the Commission under the Act
and meets the requirements set forth in paragraph (a)(1)(ix)
or (a)(1)(x) of Rule 415 of the Regulations under the Act
and complies in all other material respects with such Rule
415.

(b) Registration Statement; Prospectus; Incorporated
Documents. (i) The Registration Statement, at the
Effective Date, and each preliminary prospectus relating to
the Securities, if any, at the time it was filed with the
Commission, complied and the Prospectus, at the time it is
filed with the Commission, will comply, except in each case
for Incorporated Documents, in all material respects with
the applicable requirements of the Act and the Trust
Indenture Act and the respective Regulations thereunder;
(ii) the Registration Statement, at the Effective Date, did
not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary in order to make the statements therein not
misleading; (iii) the Prospectus, at the time it is filed
with the Commission, will not and each preliminary
prospectus relating to the Securities, if any, at the time
it was filed with the Commission, did not include an untrue
statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading; and (iv) each Incorporated Document, at the
time originally filed with the Commission pursuant to the
Exchange Act, complied and will comply, as the case may be,
in all material respects with the applicable requirements of
the Exchange Act and the Regulations thereunder; provided,
however, that the Obligors make no representation or
warranty as to (A) such part of the Registration Statement
that constitutes the Statement of Eligibility on Form T-1
under the Trust Indenture Act of the Trustee or (B) the
information contained in or omitted from the Registration
Statement or the Prospectus in reliance upon and in
conformity with information furnished in writing to the
Obligors by the Representatives specifically for use in
connection with the preparation of the Registration
Statement or the Prospectus.

(c) Financial Statements. The consolidated financial
statements included or incorporated by reference in the
Registration Statement and the Prospectus present fairly the
financial condition and operations of the Company and its
consolidated subsidiaries at the respective dates or for the
respective periods to which they apply; such financial
statements have been prepared in each case in accordance
with generally accepted accounting principles consistently
applied throughout the periods involved except as otherwise
indicated in the Registration Statement and the Prospectus;
and Deloitte & Touche LLP, who examined the audited
financial statements, are independent public accountants as
required by the Act and the Regulations thereunder.<PAGE>
<PAGE>6
(d) Material Changes or Transactions. Except as
reflected in, or contemplated by, the Registration Statement
and the Prospectus, since the respective most recent dates
as of which information is given in the Registration
Statement and the Prospectus, there has not been any
material adverse change in the business, affairs, business
prospects, property or financial condition of either
Obligor, whether or not arising in the ordinary course of
business, and since such dates there has not been any
material transaction entered into by either Obligor other
than transactions contemplated by the Registration Statement
and the Prospectus, and transactions in the ordinary course
of business; and neither Obligor has any material contingent
obligation that is not disclosed in the Registration
Statement and the Prospectus.

(e) No Defaults. The Company is not in violation of
the Articles or its Bylaws, as amended, or in default in the
performance or observance of any material obligation,
agreement, covenant or condition contained in any contract,
agreement or other instrument to which it is a party or by
which it may be bound, the effect of which is material to
the Company and its subsidiaries taken as a whole, and
neither the execution or delivery of this Agreement, the
consummation of the transactions herein contemplated, the
fulfillment of the terms hereof nor compliance with the
terms and provisions hereof will conflict with, or result in
a breach of, or constitute a default under, (i) the Articles
or the Company's Bylaws, as amended, or any material
contract, agreement or other instrument that the Company has
assumed or to which it is now a party or by which it may be
bound or (ii) any order, rule or regulation applicable to
the Company of any court or any federal or state regulatory
body or administrative agency or other governmental body
having jurisdiction over the Company or its properties; and
the Partnership is not in violation of the Partnership
Certificate or the Partnership Agreement or in default in
the performance or observance of any obligation, agreement,
covenant or condition contained therein, and neither the
execution or delivery of this Agreement, the consummation of
the transactions herein contemplated, the fulfillment of the
terms hereof nor compliance with the terms and provisions
hereof will conflict with, or result in a breach of, or
constitute a default under, (A) the Partnership Certificate
or the Partnership Agreement or (B) any order, rule or
regulation applicable to the Partnership of any court or any
federal or state regulatory body or administrative agency or
other governmental body having jurisdiction over the
Partnership or its properties.

(f) Due Incorporation and Qualification of Company.
The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of
Oregon with corporate power and corporate authority (i) to
own its properties and conduct its business as described in
the Prospectus, (ii) to execute and deliver, and perform its
obligations under, this Agreement, the Indenture, the
Partnership Agreement and the Company Securities, (iii) to
execute and deliver, as the General Partner on behalf of the
Partnership, this Agreement and the certificates for the
Series [__] Preferred Securities and (iv) to perform, as the
General Partner on behalf of the Partnership, the
Partnership's obligations under this Agreement and the
Series [__] Preferred Securities; and the Company is duly
qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which it owns or
leases substantial properties or in which the conduct of its
business requires such qualification, except where the
failure to <PAGE>
<PAGE>7
so qualify would not have a material adverse effect on the
financial condition of the Partnership or of the Company and
its subsidiaries taken as a whole.

(g) Due Formation and Registration of Partnership.
The Partnership has been duly formed and is validly existing
as a limited partnership under the laws of the State of
Delaware with partnership power and partnership authority
(i) to own its properties and conduct its business as
described in the Prospectus, (ii) to execute and deliver
this Agreement and the certificates for the Series [__]
Preferred Securities and (iii) to perform its obligations
under this Agreement and the Series [__] Preferred
Securities; the Partnership is a special purpose limited
partnership as described in the Prospectus and has conducted
and will conduct no business other than the transactions
contemplated by this Agreement and described in the
Prospectus; and the Partnership is not a party to or
otherwise bound by any contract, agreement or other
instrument other than this Agreement, the Partnership
Agreement and the Partnership Certificate, as described in
the Prospectus, and is not a party to any action, suit or
proceeding of any nature.

(h) Agreement. This Agreement has been duly
authorized, executed and delivered by the Obligors and is a
valid and legally binding agreement of each of the Obligors
enforceable in accordance with its terms, except as limited
by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or
at law) and subject to any principles of public policy
limiting the right to enforce the indemnification and
contribution provisions contained herein.

(i) Indenture. The Indenture has been duly
authorized, executed and delivered by the Company, has been
duly qualified under the Trust Indenture Act and is a valid
and legally binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization and other
similar laws relating to or affecting creditors' rights
generally and general equitable principles (whether
considered in a proceeding in equity or at law).

(j) Guarantee. The Guarantee has been duly
authorized, executed and delivered by the Company and is a
valid and legally binding obligation of the Company
enforceable in accordance with its terms, except as limited
by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or
at law).

(k) Series [__] Debentures. The Series [__]
Debentures have been duly authorized and, when authenticated
and delivered in accordance with the Indenture and paid for
by the purchasers thereof, will constitute valid and legally
binding obligations of the Company enforceable in accordance
with their respective terms, except as limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or
at law); and the Series [__] Debentures conform to all
statements relating thereto contained in the Registration
Statement and the Prospectus.<PAGE>
<PAGE>8
(l) Series [__] Preferred Securities. The Series [__]
Preferred Securities have been duly authorized for issuance
and will, upon issuance and delivery thereof against payment
therefor in accordance with this Agreement, be validly
issued, fully paid and non-assessable limited partner
interests and entitled to the rights set forth in the
Partnership Agreement.

(m) Capital Stock. The authorized, issued and
outstanding capital stock of the Company is as set forth in
the Registration Statement and the Prospectus (except for
changes referred to therein or contemplated thereby and
additional shares offered under the Company's Dividend
Reinvestment and Stock Purchase Plan, K Plus Employee
Savings and Stock Ownership Plan or Utah Power & Light
Company Employee Savings and Stock Purchase Plan).

(n) Control of Partnership. On the date hereof the
Company is, and on the Closing Date the Company will be, the
sole general partner of the Partnership.

(o) Investment Company Act. Neither Obligor is an
"investment company" or an entity "controlled" by an
"investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

Any certificate signed by any officer of the Company,
on behalf of itself or as the General Partner on behalf of the
Partnership, and delivered to the Representatives or to Counsel
for the Underwriters shall be deemed a representation and
warranty by the Company or the Partnership, respectively, to each
Underwriter as to the statements made therein.

4. Closing; Delivery of Series [__] Preferred
Securities; Defaulting Underwriters.

(a) Closing. Delivery of the Series [__] Preferred
Securities to the Underwriters, against payment of the purchase
price therefor in next day funds by certified or bank check or
checks payable to the order of the Partnership and drawn on a
bank which is a member of the New York Clearing House
Association, shall be made prior to 1:00 P.M., New York City
time, on [_____] through the facilities of The Depository Trust
Company ("DTC"), or at such other time, date and location as may
be agreed upon in writing by the Obligors and the
Representatives. Delivery of the documents required by Section 6
hereof shall be made at such time and date at the offices of
[_____], or at such other location as may be agreed upon in
writing by the Obligors and the Representatives. The hour and
date of such delivery and payment are herein called the "Closing
Date."

(b) Delivery of Series [__] Preferred Securities. The
certificates for the Series [__] Preferred Securities shall be
registered in the name of "Cede & Co.," as nominee of DTC, and
delivered to DTC in such denominations as the Representatives may
reasonably request in writing not later than 12:30 P.M., New York
City time, on the third Business Day prior to the Closing Date
or, to the extent not so requested, in such authorized
denominations as the Partnership shall determine. For the
purpose of expediting the checking of the certificates for the
Series [__] Preferred Securities by the Representatives on behalf
of the Underwriters, the Partnership agrees to make such
certificates available to the Representatives for such purpose <PAGE>
<PAGE>9
at the offices of DTC in New York, New York, not later than
2:00 P.M., New York City time, on the Business Day preceding the
Closing Date or at such other time and place as may be agreed
upon by the Partnership and the Representatives.

(c) Defaulting Underwriters. If on the Closing Date
any Underwriter shall fail to purchase and pay for the Series
[__] Preferred Securities that such Underwriter has agreed to
purchase and pay for hereunder on such date (otherwise than by
reason of any failure on the part of either Obligor to comply
with any of the provisions contained herein), the non-defaulting
Underwriters shall be obligated, severally and not jointly, to
take up and pay for (in addition to the respective number of
Series [__] Preferred Securities set forth opposite their
respective names in Schedule I hereto) the number of Series [__]
Preferred Securities that such defaulting Underwriter or
Underwriters failed to take up and pay for, up to a number of
Series [__] Preferred Securities equal to, in the case of each
such non-defaulting Underwriter, ten percent (10%) of the number
of Series [__] Preferred Securities set forth opposite the name
of such non-defaulting Underwriter in Schedule I hereto and such
non-defaulting Underwriters shall have the right, within 24 hours
of such default, either to take up and pay for (in such
proportion as may be agreed upon among them), or to substitute
another Underwriter or Underwriters, satisfactory to the
Obligors, to take up and pay for, the remaining number of Series
[__] Preferred Securities that the defaulting Underwriter or
Underwriters agreed but failed to purchase. If any unpurchased
Series [__] Preferred Securities still remain, then the Obligors
shall be entitled to a further period of 24 hours within which to
procure another party or other parties, members of the National
Association of Securities Dealers, Inc. (or, if not members of
such Association, who are not eligible for membership in such
Association and who agree (i) to make no sales within the United
States, its territories or its possessions or to persons who are
citizens thereof or residents therein and (ii) in making sales to
comply with such Association's Rules of Fair Practice) and
satisfactory to the Representatives, to purchase such Series [__]
Preferred Securities on the terms herein set forth. In the event
that, within the respective prescribed periods, the non-
defaulting Underwriters notify the Obligors that they have
arranged for the purchase of such Series [__] Preferred
Securities, or the Obligors notify the non-defaulting
Underwriters that they have arranged for the purchase of such
Series [__] Preferred Securities, then the non-defaulting
Underwriters or the Obligors shall have the right to postpone the
Closing Date for a period of not more than three full Business
Days beyond the expiration of the respective prescribed periods
in order to effect whatever changes may thus be made necessary in
the Registration Statements or the Prospectus or in any other
documents or arrangements. In the event that none of the non-
defaulting Underwriters or the Obligors has arranged for the
purchase of such Series [__] Preferred Securities by another
party or parties as above provided, then this Agreement shall
terminate without any liability on the part of the Obligors or
any Underwriter (other than an Underwriter which shall have
failed or refused, otherwise than for some reason sufficient to
justify, in accordance with the terms hereof, the cancellation or
termination of its obligations hereunder, to purchase and pay for
the Series [__] Preferred Securities that such Underwriter has
agreed to purchase as provided in Section 2 hereof), except as
otherwise provided in Section 5(j) hereof.

5. Covenants of Obligors. Each of the Obligors
jointly and severally covenants and agrees with the Underwriters
that:<PAGE>
<PAGE>10
(a) Filing of Prospectus. The Obligors will promptly
transmit copies of the Prospectus, and any amendments or
supplements thereto, to the Commission for filing pursuant
to Rule 424(b) of the Regulations under the Act.

(b) Copies of Registration Statement and Prospectus;
Stop Orders. The Obligors will deliver to each of the
Representatives and Counsel for the Underwriters (i) one
signed copy of the Registration Statement as originally
filed, including copies of exhibits thereto (other than any
exhibits incorporated by reference therein), (ii) signed
copies of any amendments and supplements to the Registration
Statement, including copies of the Incorporated Documents
(other than exhibits thereto), and (iii) a signed copy of
each consent and certificate included or incorporated by
reference in, or filed as an exhibit to, the Registration
Statement as so amended or supplemented; the Obligors will
deliver to the Underwriters through the Representatives as
soon as practicable after the date of this Agreement as many
copies of the Prospectus as the Representatives may
reasonably request for the purposes contemplated by the Act;
the Obligors will promptly advise the Representatives of the
issuance of any stop order under the Act with respect to the
Registration Statement (as it may be amended or
supplemented) or the institution of any proceedings
therefor, or the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, of which
either Obligor shall have received notice prior to the
completion of the distribution of the Securities; and the
Obligors will use their best efforts to prevent the issuance
of any such stop order and to secure the prompt removal
thereof, if issued.

(c) Filing of Amendments and Supplements. During the
period when a prospectus relating to any of the Securities
is required to be delivered under the Act by any Underwriter
or dealer, neither Obligor will file any amendment or
supplement to the Registration Statement, the Prospectus
(including a prospectus relating to the Series [__]
Preferred Securities filed pursuant to Rule 424(b) of the
Regulations under the Act that differs from the Prospectus
as first filed pursuant to such Rule 424(b)) or any
Incorporated Document to which Goldman, Sachs & Co. shall
reasonably object as to substance or Counsel for the
Underwriters shall reasonably object as to form.

(d) Compliance with Act. During the period when a
prospectus relating to any of the Securities is required to
be delivered under the Act by any Underwriter or dealer, the
Obligors will comply so far as they are able, and at their
own expense, with all requirements imposed upon them by the
Act, as now and hereafter amended, and by the Regulations
thereunder, as from time to time in force, so far as
necessary to permit the continuance of sales of or dealing
in the Securities during such period in accordance with the
provisions hereof and the Prospectus.

(e) Certain Events and Amendments or Supplements. If,
during the period when a prospectus relating to any of the
Securities is required to be delivered under the Act by any
Underwriter or dealer, (i) any event relating to or
affecting either Obligor or of which either Obligor shall be
advised in writing by the Representatives shall occur as a
result of which, in the opinion of either Obligor, the
Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in
the light of the circumstances <PAGE>
<PAGE>11
under which they were made, not misleading or (ii) it shall
be necessary to amend or supplement the Registration
Statement or the Prospectus to comply with the Act, the
Exchange Act or the Trust Indenture Act or the respective
Regulations thereunder, the Obligors will forthwith at their
expense prepare and furnish to the Representatives a
reasonable number of copies of such amendment or supplement
that will correct such statement or omission or effect such
compliance; provided, however, that should such event relate
solely to activities of any of the Underwriters, then the
Underwriters will assume the expense of preparing and
furnishing copies of any such amendment or supplement.
Notwithstanding the foregoing, in case any Underwriter is
required to deliver a prospectus relating to any of the
Securities after the expiration of nine months after the
date of this Agreement, the Obligors upon the request of the
Representatives will furnish to the Representatives, at the
expense of such Underwriter, a reasonable quantity of a
supplemented or amended Prospectus or supplements or
amendments to the Prospectus complying with Section 10 of
the Act.

(f) Blue Sky Qualifications. During the period when a
prospectus relating to any of the Securities is required to
be delivered under the Act by any Underwriter or dealer, the
Obligors will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Securities for offer and sale under the blue sky laws of
such jurisdictions as the Representatives may reasonably
designate and will file and make in each year such
statements or reports as are or may be reasonably required
by laws of such jurisdictions; provided, however, that the
Partnership shall not be required to register as a foreign
partnership and the Company shall not be required to qualify
as a foreign corporation, and neither Obligor shall be
required to qualify as a dealer in securities or to file any
consents to service of process, under the laws of any
jurisdiction.

(g) Earning Statement. In accordance with Rule 158 of
the Regulations under the Act, the Company will make
generally available to its security holders and to holders
of the Securities, as soon as practicable, an earning
statement (which need not be audited) in reasonable detail
covering the 12 months beginning not later than the first
day of the month next succeeding the month in which occurred
the effective date (within the meaning of Rule 158 of the
Regulations under the Act) of the Registration Statement.

(h) Reports. The Company will furnish to the holders
of the Securities as soon as practicable after the end of
each fiscal year an annual report (including a balance sheet
and statements of income, stockholders' equity and cash flow
of the Company and its consolidated subsidiaries certified
by independent public accountants) and, as soon as
practicable after the end of each of the first three
quarters of each fiscal year (beginning with the first such
fiscal quarter ending after the effective date of the
Registration Statement), consolidated summary financial
information of the Company and its subsidiaries for such
quarter in reasonable detail.

(i) Exchange Act Documents; Ratings Notification. The
Obligors, during the period when a prospectus relating to
any of the Securities is required to be delivered under the
Act by any Underwriter or dealer, will file promptly all
documents required to be filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act;
and the Obligors will promptly notify the Representatives of
any written <PAGE>
<PAGE>12
notice given to either Obligor by any "nationally recognized
statistical rating organization" (as defined for purposes of
Rule 15c3-1 under the Exchange Act) of any intended decrease
in any rating of any of the Preferred Securities or any
preferred stock or first mortgage or first mortgage and
collateral trust bonds of the Company or of any intended
change in any such rating that does not indicate the
direction of the possible change, in each case by any such
rating organization.

(j) Payment of Expenses. Whether or not the
transactions contemplated hereunder are consummated or this
Agreement is terminated, the Obligors will pay, except as
otherwise expressly provided herein, all expenses incident
to the performance of their respective obligations under
this Agreement, including (i) the preparation and filing of
the Registration Statement and the Prospectus (and any
amendments or supplements thereto), any preliminary
prospectus relating to any of the Securities and any
Incorporated Documents and exhibits thereto, and this
Agreement, (ii) the issuance and delivery of the Series [__]
Preferred Securities to the Underwriters, (iii) the fees and
disbursements of each Obligor's counsel and accountants,
(iv) the fees and expenses of the Trustee and its counsel,
(v) the fees and expenses in connection with the rating of
the Series [__] Preferred Securities by securities rating
organizations, (vi) the expenses in connection with the
qualification of the Securities under securities laws in
accordance with the provisions of Section 5(f) hereof,
including filing fees and the reasonable fees and
disbursements of Counsel for the Underwriters in connection
therewith and in connection with the preparation of any Blue
Sky Survey, (vii) the printing and delivery to the
Underwriters of copies of the Registration Statement and the
Prospectus (and any amendments or supplements thereto) and
the Incorporated Documents, (viii) the printing and delivery
to the Underwriters of copies of any Blue Sky Survey and
(ix) the fees and expenses in connection with the listing of
the Series [__] Preferred Securities and the Debentures on
the NYSE and the registration thereof under the Exchange Act
in accordance with Section 5(l) hereof. If this Agreement
is terminated in accordance with the provisions of Section
6, 7 or 9 hereof, or if this Agreement is terminated
pursuant to Section 4 hereof and could have been terminated
in accordance with the provisions of Section 6, 7 or 9
hereof, the Obligors will reimburse the Representatives for
the account of the Underwriters for their reasonable out-of-
pocket expenses in an amount not exceeding $15,000 in the
aggregate, and reasonable counsel fees and disbursements;
provided, however, that if the Representatives terminate
this Agreement pursuant to Section 9(d) hereof, neither
Obligor shall be obligated to reimburse the Representatives
for their out-of-pocket expenses or for their counsel fees
and disbursements. Neither Obligor shall be required to pay
any amount for any expenses of the Representatives or of any
other of the Underwriters except as provided in this Section
5(j). Neither Obligor shall in any event be liable to any
of the Underwriters for damages on account of the loss of
anticipated profits.

(k) No Issuance Period. During the 30 days following
the Closing Date, neither Obligor will, without the prior
written consent of the Representatives, offer for sale, sell
or enter into any agreement to sell, or otherwise dispose
of, any Series [__] Preferred Securities, any limited
partner interests of the Partnership or any preferred stock
or any other securities of either Obligor that are
substantially similar to the Series [__] Preferred
Securities or any securities convertible into or
exchangeable for Series <PAGE>
<PAGE>13
[__] Preferred Securities, limited partner interests,
preferred stock or such substantially similar securities of
either Obligor.

(l) Listing and Registration. The Obligors will take,
or cause to be taken, all actions necessary or advisable to
effect the listing and admission for trading of the Series
[__] Preferred Securities on the NYSE and the registration
thereof under the Exchange Act; and the Company will, upon
the distribution of Series [__] Debentures to holders of
Series [__] Preferred Securities, use its best efforts to
effect the listing and admission for trading of the Series
[__] Debentures on the NYSE, or such other national
securities exchange upon which the Series [__] Preferred
Securities are then listed, and the registration thereof
under the Exchange Act.

(m) Control of Partnership. So long as any Series
[__] Preferred Securities are outstanding, the Company will
be the sole general partner of the Partnership.

(n) Company Securities; Company Guarantee. The
Company (i) agrees to issue the Company Securities
concurrently with the issue and sale of the Series [__]
Preferred Securities as contemplated herein and (ii)
guarantees the timely performance by the Partnership of its
obligations under Sections 2 and 4 hereof; and the
Partnership agrees to purchase the Series [__] Debentures
with the proceeds of, and concurrently with, the issue and
sale of the Series [__] Preferred Securities.

6. Conditions to Underwriters' Obligations. The
several obligations of the Underwriters hereunder to purchase the
Series [__] Preferred Securities shall be subject to the
continuing accuracy of, and compliance with, the representations
and warranties of the Obligors contained herein on the Closing
Date (with the same force and effect as though expressly made on
and as of the Closing Date, except that references therein to the
Registration Statement and the Prospectus shall include any
amendments or supplements thereto at the Closing Date), to the
performance by each Obligor of its obligations to be performed
hereunder on or prior to the Closing Date and to the following
further conditions:

(a) Filing of Prospectus with Commission; No Stop
Order; Regulatory Approvals. The Prospectus, and any
amendments or supplements thereto, shall have been filed in
the manner and within the time period required by Rule
424(b) of the Regulations under the Act; no stop order
suspending the effectiveness of the Registration Statement
under the Act shall have been issued and no proceedings for
that purpose shall have been instituted or threatened; no
order suspending trading or striking or withdrawing the
Series [__] Preferred Securities from listing on the NYSE or
registration thereof under the Exchange Act shall be in
effect, no proceedings for such purpose shall be pending
before or threatened by the NYSE and all requests for
additional information on the part of the Commission shall
have been complied with; the orders of the public utility
regulatory authorities in the States of Idaho, Montana,
Oregon, Utah, and Wyoming each authorizing the issuance of
the Company Securities by the Company and the issuance and
sale of the Series [__] Preferred Securities by the
Partnership as contemplated by this Agreement, the order
dated April 27, 1988 of the California Public Utilities
Commission exempting any issuance of securities of the
Company from its jurisdiction and the order of the
Washington Utilities and Transportation Commission as <PAGE>
<PAGE>14
to the compliance by the Company with the filing
requirements of RCW 80.08.040 shall be in full force and
effect and shall not then be either contested or the subject
of review or appeal, and such orders constitute the only
approval, authorization, consent or other order of any
governmental body legally required for the authorization of
the issuance of the Company Securities by the Company and
the issuance and sale of the Series [__] Preferred
Securities by the Partnership pursuant to the terms of this
Agreement, except such as may be required under the Act or
under state or other securities or blue sky laws; and each
Obligor shall have delivered to the Representatives a
certificate of the Partnership and the Company, as the case
may be, signed by the President or any Vice President of the
Company, as the General Partner on behalf of the Partnership
and on behalf of itself, respectively, dated the Closing
Date, to such effect with copies attached thereto of such
orders and of evidence of registration of the Partnership to
transact business as a foreign limited partnership or
qualification of the Company to transact business as a
foreign corporation, as the case may be, in each
jurisdiction in which it owns or leases substantial
properties or in which the conduct of its business requires
such registration or qualification, except where the failure
to so register or qualify would not have a material adverse
effect on the financial condition of the Partnership or of
the Company and its subsidiaries taken as a whole.

(b) Opinion of Counsel for Partnership. On the
Closing Date, the Representatives shall have received an
opinion of Richards, Layton & Finger, P.A., special Delaware
counsel for the Partnership and the Company, dated as of the
Closing Date, in form and substance satisfactory to Counsel
for the Underwriters, to the effect that:

(i) the Partnership has been duly formed and
is validly existing in good standing as a limited
partnership under the laws of the State of Delaware;

(ii) under the Partnership Agreement and the
Delaware Revised Uniform Limited Partnership Act, as
amended (the "Delaware Limited Partnership Act"), the
Partnership has all necessary partnership authority (A)
to own its properties and to carry on the business in
which it is engaged, all as described in the
Prospectus, (B) to execute and deliver this Agreement
and the certificates for the Series [__] Preferred
Securities and (C) to perform its obligations under
this Agreement and the Series [__] Preferred
Securities; and under the Partnership Agreement and the
Delaware Limited Partnership Act, such execution,
delivery and performance have been duly authorized by
all necessary partnership action on the part of the
Partnership;

(iii) assuming that the Partnership Agreement
has been duly authorized, executed and delivered by the
partners of the Partnership, the Partnership Agreement
is a valid and legally binding agreement of the
Company, and is enforceable against the Company, as the
General Partner, in accordance with its terms, subject
to the effect upon the Partnership Agreement of
bankruptcy, insolvency, moratorium, fraudulent
conveyance, receivership, liquidation, reorganization
and other similar laws relating to or affecting the
rights and remedies of creditors generally and by
principles of equity, including <PAGE>
<PAGE>15
principles relating to fiduciary duties (regardless of
whether considered in a proceeding in equity or at
law);

(iv) the Series [__] Preferred Securities
have been duly and validly authorized and are validly
issued and, subject to the qualifications set forth
herein, fully paid and nonassessable limited partner
interests in the Partnership as to which the holders of
the Series [__] Preferred Securities, as limited
partners of the Partnership (assuming that such
holders, as limited partners of the Partnership, do not
participate in the control of the business of the
Partnership), will have no liability in excess of their
obligations to make payments provided for in the
Partnership Agreement and their share of the
Partnership's assets and undistributed profits (subject
to the obligation of any holder of Series [__]
Securities to repay any funds wrongfully distributed to
it);

(v) there are no provisions of the
Partnership Agreement the inclusion of which, subject
to the terms and conditions therein, or, assuming that
the holders of the Series [__] Preferred Securities, as
limited partners of the Partnership, take no action
other than actions permitted by the Partnership
Agreement, the exercise of which, in accordance with
the terms and conditions therein, would cause such
holders, as limited partners of the Partnership, to be
deemed to be participating in the control of the
business of the Partnership;

(vi) this Agreement and the certificates for
the Series [__] Preferred Securities have been duly
authorized, and upon the execution and delivery thereof
by the General Partner on behalf of the Partnership
will be duly executed and delivered, by the
Partnership;

(vii) the General Partner is authorized under
the Partnership Agreement and the Delaware Limited
Partnership to execute and deliver the Action and, on
behalf of the Partnership, this Agreement and the
certificates for the Series [__] Preferred Securities
and to perform, on behalf of the Partnership, this
Agreement and the Series [__] Preferred Securities;

(viii) no approval, authorization, consent or
other order of any Delaware governmental body is
legally required solely as a result of the issuance and
sale of the Series [__] Preferred Securities by the
Partnership pursuant to this Agreement, except as may
be required under state or other securities or blue sky
laws;

(ix) the issuance and sale by the Partnership
of the Series [__] Preferred Securities pursuant to,
and the execution, delivery and performance by the
Partnership of, this Agreement will not violate (A) any
Delaware law or (B) the Partnership Certificate or the
Partnership Agreement;

(x) such counsel has reviewed the statements
in the Prospectus under each of the two captions
"PacifiCorp Delaware, L.P." and, insofar as such
statements contain descriptions of Delaware law, such
statements are fairly <PAGE>
<PAGE>16
presented; and under the Partnership Agreement and the
Delaware Limited Partnership Act, the form of
certificate attached as Annex A to the Partnership
Agreement is an appropriate certificate to evidence the
Series [__] Preferred Securities; and

(xi) assuming that the Partnership (A) is
treated as a partnership for federal income tax
purposes, (B) derives no income from or connected with
sources within the State of Delaware and (C) has no
assets, activities (other than the maintenance of a
registered office and registered agent in the State of
Delaware and the filing of documents with the Delaware
Secretary of State) or employees in the State of
Delaware, holders of the Series [__] Preferred
Securities (other than such holders who reside or are
domiciled in the State of Delaware) will have no
liability for income taxes imposed by the State of
Delaware solely as a result of their participation in
the Partnership, and the Partnership will not be liable
for any income tax imposed by the State of Delaware.

In rendering such opinion, such counsel may rely
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company, on its
behalf of itself and as the General Partner on behalf of the
Partnership, and public officials. References to the
Registration Statement and the Prospectus in this Section
6(b) shall include any amendments or supplements thereto at
the date such opinion is rendered.

(c) Opinion of Counsel for Obligors. On the Closing
Date, the Representatives shall have received an opinion of
Counsel for the Obligors, dated as of the Closing Date, in
form and substance satisfactory to Counsel for the
Underwriters, to the effect that:

(i) the Company is a duly organized and
validly existing corporation under the laws of the
State of Oregon;

(ii) the Company has due corporate right and
corporate authority (A) to own its properties and to
carry on the business in which it is engaged as
described in the Prospectus, (B) to execute and
deliver, and perform its obligations under, this
Agreement, the Indenture, the Partnership Agreement and
the Company Securities, (C) to execute and deliver, as
the General Partner on behalf of the Partnership, this
Agreement and the certificates for the Series [__]
Preferred Securities and (D) to perform, as the General
Partner on behalf of the Partnership, the Partnership's
obligations under this Agreement and the Series [__]
Preferred Securities;

(iii) the terms of the Securities conform as
to legal matters to the description thereof and the
statements in regard thereto contained in the
Registration Statement and the Prospectus; and the
specimen of the Series [__] Debentures is in due and
proper form;<PAGE>
<PAGE>17
(iv) the Partnership Agreement has been duly
authorized, executed and delivered by the Company and
is a valid and legally binding agreement of the
Company, and is enforceable against the Company, as the
General Partner, in accordance with its terms, subject
to the effect upon the Partnership Agreement of
bankruptcy, insolvency, moratorium, fraudulent
conveyance, receivership, liquidation, reorganization
and other similar laws relating to or affecting the
rights and remedies of creditors generally and by
principles of equity, including principles relating to
fiduciary duties (whether considered in a proceeding in
equity or at law);

(v) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act and is a valid
and legally binding agreement of the Company
enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization and other similar laws
relating to or affecting creditors' rights generally
and general equitable principles (whether considered in
a proceeding in equity or at law);

(vi) the Series [__] Debentures have been
duly authorized and executed by the Company and, when
authenticated and delivered in accordance with the
Indenture and paid for by the purchasers thereof in
accordance with the Partnership Agreement, will
constitute valid and legally binding agreements of the
Company enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar
laws relating to or affecting creditors' rights
generally and general equitable principles (whether
considered in a proceeding in equity or at law);

(vii) the Guarantee has been duly authorized,
executed and delivered by the Company and is a valid
and binding obligation of the Company enforceable in
accordance with its terms, except as limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general
equitable principles (whether considered in a
proceeding in equity or at law);

(viii) the Series [__] Preferred Securities
have been listed (subject to official notice of
issuance) on the NYSE;

(ix) this Agreement has been duly authorized,
executed and delivered by the Company, on its behalf
and as the General Partner on behalf of the
Partnership; and the Series [__] Preferred Securities
have been duly executed and delivered by the Company,
as the General Partner on behalf of the Partnership;

(x) the Idaho Public Utilities Commission,
the Montana Public Service Commission, the Public
Utility Commission of Oregon, the Utah Public Service
Commission and the Public Service Commission of Wyoming
have entered appropriate orders, which to the best
knowledge of such counsel remain <PAGE>
<PAGE>18
in full force and effect on the date of such opinion,
each authorizing the issuance of the Company Securities
by the Company; the Washington Utilities and
Transportation Commission has entered an appropriate
order, which to the knowledge of such counsel remains
in full force and effect on the date of such opinion,
as to the compliance by the Company with the filing
requirements of RCW 80.08.040; and such orders
constitute the only approval, authorization, consent or
other order of any governmental body legally required
for the authorization of the issuance of the Company
Securities by the Company and the issuance and sale of
the Series [__] Preferred Securities by the Partnership
pursuant to the terms of this Agreement, except such as
may be required under the Act or under state or other
securities or blue sky laws;

(xi) the consummation of the transactions
contemplated by this Agreement and the fulfillment of
the terms hereof will not conflict with or result in a
breach of any of the terms or provisions of, or
constitute a default under, the Articles or the
Company's Bylaws, as amended, or any indenture,
mortgage, deed of trust or other material agreement for
money borrowed the terms of which are known to such
counsel to which the Company is a party or by which it
may be bound;

(xii) the Registration Statement, at the
Effective Date, and the Prospectus, at the time it was
filed pursuant to Rule 424(b) of the Regulations under
the Act (except in each case as to financial statements
and other financial and statistical data contained
therein, upon which such opinion need not pass, and
except for Incorporated Documents), complied as to form
in all material respects with the requirements of the
Act and the Trust Indenture Act and the respective
Regulations thereunder; each Incorporated Document as
originally filed pursuant to the Exchange Act (except
as to financial statements and other financial and
statistical data contained therein, upon which such
opinion need not pass) complied as to form when so
filed in all material respects with the requirements of
the Exchange Act and the Regulations thereunder; the
Registration Statement has become, and on the Closing
Date is, effective under the Act and, to the best of
such counsel's knowledge, no proceedings for a stop
order with respect thereto are threatened or pending
under Section 8 of the Act; and nothing has come to the
attention of such counsel that has caused them to
believe that the Registration Statement (except as to
financial statements and other financial and
statistical data contained therein, upon which such
opinion need not pass), at the Effective Date,
contained an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus (except as to
financial statements and other financial and
statistical data contained therein, upon which such
opinion need not pass), at the time it was filed
pursuant to Rule 424(b) of the Regulations under the
Act or on the Closing Date, included or includes an
untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;<PAGE>
<PAGE>19
(xiii) those portions of the Registration
Statement or the Prospectus that are stated therein to
have been made on the authority of such counsel have
been reviewed by such counsel and, as to matters of law
and legal conclusions, are correct; and

(xiv) to the best of such counsel's knowledge
and information, there are no legal or governmental
proceedings pending or threatened against the
Partnership or the Company or its other subsidiaries
that are required to be disclosed in the Registration
Statement and the Prospectus other than those disclosed
therein.

In rendering such opinion, Counsel for the Obligors may rely
(i) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company, on
behalf of itself and as the General Partner on behalf of the
Partnership, and the Company's subsidiaries and public
officials and (ii) upon the opinion of special Delaware
counsel for the Partnership rendered pursuant to Section
6(b) as to matters involving the application of laws other
than the laws of the State of Oregon. References to the
Registration Statement and the Prospectus in this Section
6(c) shall include any amendments or supplements thereto at
the date such opinion is rendered.

(d) Opinion of Counsel for Underwriters. On the
Closing Date, the Representatives shall have received an
opinion of Counsel for the Underwriters, dated as of the
Closing Date, with respect to the matters set forth in
paragraphs (i), (iii), (v), (vi), (vii), (viii), (ix) and
(x) and the first, third and fourth clauses of paragraph
(xii) of Section 6(c) hereof and other related matters as
the Representatives may reasonably require, and the Obligors
shall have furnished to Counsel for the Underwriters such
documents as they request for the purpose of enabling them
to pass upon such matters. In rendering such opinion,
Counsel for the Underwriters may rely (i) as to matters of
fact, to the extent deemed proper, on certificates of
responsible officers of the Company, on behalf of itself and
as the General Partner on behalf of the Partnership, and
public officials and (ii) upon the opinions of special
Delaware counsel for the Partnership and Counsel for the
Obligors rendered pursuant to Sections 6(b) and 6(c) hereof,
respectively, as to matters involving the application of
laws other than the laws of the State of New York.

(e) Opinion of Special Tax Counsel. On the Closing
Date, the Representatives shall have received an opinion of
Stoel Rives Boley Jones & Grey, counsel for the Obligors,
dated as of the Closing Date, in form and substance
satisfactory to Counsel for the Underwriters confirming
their opinion as set forth under "United States Taxation" in
the Prospectus Supplement.

(f) Letter of Accountants. On the Closing Date,
Deloitte & Touche LLP shall have furnished to the
Representatives a letter or letters, dated as of the Closing
Date, in form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the
Regulations thereunder with respect to the Company and its
subsidiaries and stating in effect that:<PAGE>
<PAGE>20
(i) in their opinion, the consolidated
financial statements and schedules included or
incorporated by reference in the Registration Statement
and the Prospectus and audited by them comply as to
form in all material respects with the applicable
accounting requirements of the Act and the Regulations
thereunder;

(ii) on the basis of a reading of the
unaudited consolidated financial statements, if any,
included or incorporated by reference in the
Registration Statement and the Prospectus and the
latest available interim unaudited consolidated
financial statements of the Company, the performance of
the procedures specified by the American Institute of
Certified Public Accountants for a review of any such
unaudited consolidated financial information as
described in Statement on Auditing Standards No. 71,
inquiries of officials of the Company responsible for
financial and accounting matters and a reading of the
minutes of meetings of the shareholders and the Board
of Directors of the Company and the Finance and Pricing
Committees thereof through a specified date not more
than five Business Days prior to the Closing Date,
nothing came to their attention that caused them to
believe that: (A) any material modification should be
made to the unaudited consolidated financial
statements, if any, included or incorporated by
reference in the Registration Statement and the
Prospectus for them to be in conformity with generally
accepted accounting principles or any such unaudited
consolidated financial statements do not comply as to
form in all material respects with the applicable
accounting requirements of the Act or the Regulations
thereunder; (B) for the twelve months ended as of the
date of the latest available financial statements of
the Company, there were any decreases in revenues,
earnings on common stock or earnings per common share
as compared with the comparable period of the preceding
year; or (C) at the date of the latest available
financial statements of the Company and at a subsequent
date not more than five Business Days prior to the
Closing Date, there was any change in the capital stock
(except for sales under the Company's Dividend
Reinvestment and Stock Purchase Plan, K Plus Employee
Savings and Stock Ownership Plan or Utah Power & Light
Company Employee Savings and Stock Purchase Plan of
PacifiCorp) or long-term debt of the Company or any
decrease in its net assets as compared with the amounts
shown in the most recent consolidated balance sheet
included or incorporated by reference in the
Registration Statement and the Prospectus, except in
all instances for changes or decreases that the
Registration Statement or the Prospectus discloses have
occurred or may occur, or for changes or decreases that
are described in such letter that are reasonably
satisfactory to the Representatives;

(iii) if unaudited pro forma financial
statements are included or incorporated by reference in
the Registration Statement and the Prospectus, on the
basis of a reading of such financial statements,
carrying out certain specified procedures, inquiries of
certain officials of the Company and the company
acquired or to be acquired who have responsibility for
financial and accounting matters and proving the
arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in such pro forma
financial statements, <PAGE>
<PAGE>21
nothing came to their attention that caused them to
believe that such pro forma financial statements do not
comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of
Regulation S-X or that such pro forma adjustments have
not been properly applied to such historical amounts in
the compilation of such pro forma financial statements;
and

(iv) covering such other matters as the
Representatives shall reasonably request, including but
not limited to the "Management's Discussion and
Analysis of Financial Condition and Results of
Operations" contained in the financial statements
included or incorporated by reference in the
Registration Statement and the Prospectus and any other
information of an accounting, financial or statistical
nature included therein.

References to the Registration Statement and the Prospectus
in this Section 6(f) shall include any amendments or
supplements thereto at the Closing Date.

(g) Certificates. On the Closing Date, there shall
not have been, since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, as they may then be amended or supplemented,
except as may otherwise be stated therein or contemplated
thereby, any material adverse change in the condition of the
Partnership or of the Company and its subsidiaries taken as
a whole, financial or otherwise, or in the earnings, affairs
or business prospects of the Partnership or of the Company
and its subsidiaries taken as a whole, whether or not
arising in the ordinary course of business, and the
Representatives shall have received a certificate of the
Partnership signed by the President or any Vice President of
the Company, as the General Partner on behalf of the
Partnership, and a certificate of the Company signed by the
President or any Vice President of the Company, reasonably
satisfactory to the Representatives, each dated as of the
Closing Date, to the effect that (i) there has been no such
material adverse change, (ii) the other representations and
warranties on the part of such Obligor contained in this
Agreement are true and correct (with the same force and
effect as though expressly made on and as of the Closing
Date, except that references therein to the Registration
Statement and the Prospectus shall include any amendments or
supplements thereto at such dates), (iii) such Obligor has
complied with all agreements and satisfied all conditions on
its part to be performed or satisfied under this Agreement
on or prior to the Closing Date and (iv) no stop order
suspending the effectiveness of the Registration Statement
(as so amended or supplemented) has been issued and no
proceedings for the purpose have been initiated or
threatened by the Commission.

(h) Ratings. Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group shall have publicly assigned
to the Series [__] Preferred Securities ratings of [__] and
[__], respectively, which ratings shall be in full force and
effect on the Closing Date.

(i) Listing and Registration. On the Closing Date,
(i) the NYSE shall have approved the Series [__] Preferred
Securities for listing and admission for trading, subject to
official notice of issuance, and (ii) the Company's
registration statement on Form 8-A relating to the Series
[__] Preferred Securities shall have become effective under
the Exchange Act.<PAGE>
<PAGE>22
(j) Underwriters' Compensation. On the Closing Date,
the Company shall have paid, or cause to have been paid, the
compensation payable to the Underwriters under Section 2 in
next day funds by certified or bank check or checks payable
to the order of Goldman, Sachs & Co. and drawn on a bank
which is a member of the New York Clearing House
Association.

(k) Other Documents. On the Closing Date, Counsel for
the Underwriters shall have been furnished with such
documents and opinions as they may reasonably require for
the purpose of enabling them to pass upon the issuance and
sale of the Series [__] Preferred Securities as herein
contemplated and related proceedings, or in order to
evidence the accuracy or completeness of any of the
representations or warranties, or the fulfillment of any of
the conditions herein contained, and all proceedings taken
by the Obligors in connection with the issuance of the
Securities and as herein contemplated shall be satisfactory
in form and substance to the Representatives and Counsel for
the Underwriters.

In case any of the conditions specified above in this
Section 6 shall not have been fulfilled, this Agreement may be
terminated by the Representatives upon mailing or delivering
written notice thereof to the Obligors. Any such termination
shall be without liability of either party to the other party
except as otherwise provided in Section 5(j) hereof and except
for any liability under Section 8 hereof.

7. Conditions to Obligations of Obligors. The
obligations of the Obligors hereunder are subject to the
conditions set forth in Section 6(a) hereof exclusive of the
first and last clauses thereof. In case such conditions shall
not have been fulfilled, this Agreement may be terminated by the
Obligors by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability
of either party to the other party except as otherwise provided
in Section 5(j) hereof and except for any liability under Section
8 hereof.

8. Indemnification and Contribution.

(a) Indemnification by Obligors. The Obligors jointly
and severally agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act as follows:

(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement
or alleged untrue statement of a material fact contained in
a preliminary prospectus relating to any of the Securities,
if any, including all documents then incorporated by
reference therein pursuant to Item 12 of Form S-3, in the
Incorporated Documents, in the Registration Statement or the
Prospectus, or in the Registration Statement or the
Prospectus as amended or supplemented (if any amendments or
supplements thereto shall have been made), or the omission
or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements
therein not misleading unless such untrue statement or
omission or such alleged untrue statement or omission was
made in reliance upon and in conformity with written
information furnished to the Obligors by any Underwriter,
through the <PAGE>
<PAGE>23
Representatives or otherwise, expressly for use in the
Registration Statement or the Prospectus (or any amendment
or supplement to either thereof) or arising out of, or based
upon, statements in or omissions from that part of the
Registration Statement that constitutes the Statement of
Eligibility on Form T-1 under the Trust Indenture Act of the
Trustee; provided, however, any such indemnity for a
preliminary prospectus relating to any of the Securities, if
any, or the Prospectus shall not inure to the benefit of any
Underwriter (or of any person controlling such Underwriter)
on account of any losses, claims, damages or liabilities
arising from the sale of the Securities to any person if (i)
such Underwriter shall have failed to send or give to such
person (A) with or prior to the written confirmation of such
sale, a copy of the Prospectus or the Prospectus as amended
or supplemented, if any amendments or supplements thereto
shall have been furnished to the Representatives at or prior
to the time of written confirmation of the sale involved,
except any Incorporated Documents, or (B) with or prior to
the delivery of the Securities to such person, a copy of any
amendment or supplement to the Prospectus that shall have
been furnished to the Representatives subsequent to such
written confirmation and prior to the delivery of such
Securities to such person, except any Incorporated
Documents, and (ii) such untrue statement or omission or
such alleged untrue statement or omission was corrected in
the Prospectus or the Prospectus as amended or supplemented
at the time of such delivery or confirmation, as the case
may be;

(ii) against any and all loss, liability, claim,
damage and expense whatsoever to the extent of the aggregate
amount paid in settlement of any litigation, commenced or
threatened or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with
the written consent of the Obligors; and

(iii) against any and all expense whatsoever
reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under clause
(i) or (ii) above.

(b) Indemnification of Obligors. Each Underwriter
severally agrees to indemnify and hold harmless the Obligors,
their directors, each of their officers who signed the
Registration Statement, and any amendments or supplements
thereto, and each person, if any, who controls either Obligor
within the meaning of Section 15 of the Act against any and all
loss, liability, claim, damage and expense described in the
indemnity contained in Section 8(a) hereof, but only with respect
to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any
amendment thereto) or a preliminary prospectus relating to any of
the Securities, if any, or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with
written information furnished to the Obligors by such
Underwriter, through the Representatives or otherwise, expressly
for use in the Registration Statement (or any amendment or
supplement thereto) or any such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).

(c) General. Each indemnified party shall give prompt
notice to each indemnifying party of any action commenced against
it in respect of which indemnity may be <PAGE>
<PAGE>24
sought hereunder, but failure so to notify an indemnifying party
shall not relieve it from any liability on account of this
indemnity agreement except to the extent that it has been
prejudiced in any material respect by such failure or from any
liability that it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. If it so elects
within a reasonable time after receipt of such notice, an
indemnifying party, jointly with any other indemnifying parties
receiving such notice, may assume the defense of such action with
counsel chosen by it and approved by the indemnified parties
defendant in such action, unless such indemnified parties
reasonably object to such assumption on the ground that there may
be legal defenses available to them that are different from or in
addition to those available to such indemnifying party, in which
case such indemnifying party cannot assume the control of the
defense. Such firm shall be designated in writing by, in the
case of parties indemnified under Section 9(b) hereof, the
Representatives and, in the case of parties indemnified under
Section 9(a) hereof, the Obligors. If an indemnifying party
assumes the defense of such action, the indemnifying parties
shall not be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such
action. Fees and expenses to be paid by the indemnifying parties
shall be reimbursed as they are incurred. In no event shall the
indemnifying parties be liable for the fees and expenses of more
than one counsel, including any local counsel, for all
indemnified parties in connection with any one action or separate
but similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of
each indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which such indemnified party
is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified
party from all liability claims that are the subject matter of
such proceeding.

(d) Contribution. If the indemnification provided for
in this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party under Section 8(a) or 8(b) hereof
in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits
received by the Obligors on the one hand and the Underwriters on
the other from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law, then such indemnifying party shall
contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the
Obligors on the one hand and the Underwriters on the other in
connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Obligors on the one hand
and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Obligors bear to the
total underwriting discounts and commissions received by the
Underwriters, in each case as set forth on the cover page of the
Prospectus. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by
either Obligor or the Underwriters and the parties' relative
intent, knowledge, access to information <PAGE>
<PAGE>25
and opportunity to correct or prevent such statement or omission.
The Underwriters and the Obligors agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable
considerations referred to above in this Section 8(d). The
amount paid or payable to an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 8(d) shall be deemed
to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or
defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.

(e) Confirmation of Certain Statements. The
Underwriters confirm that the statements with respect to the
public offering of the Series [__] Preferred Securities set forth
in the last paragraph on the cover page of, and the statements
with respect to the resale of any Series [__] Preferred
Securities at a discount in the first paragraph under the list of
Underwriters set forth under the caption "Underwriting" in, the
Prospectus Supplement are correct and were furnished in writing
to the Obligors by the Underwriters for inclusion in the
Prospectus.

9. Termination. The Representatives may, by notice
to the Obligors, terminate this Agreement at any time at or prior
to the Closing Date, if (a) a banking moratorium shall have been
declared either by federal authorities or authorities in the
States of New York or Oregon, (b) trading in securities generally
on the NYSE or of any securities of the Company shall have been
suspended by the Commission, the NYSE or the Pacific Stock
Exchange or there shall have been established by the Commission
or the NYSE, any federal or state agency or the decision of any
court any limitation on the prices for such trading or any
restrictions on the distribution of such securities, (c) any
outbreak or material escalation of hostilities or other calamity
or crisis affecting the financial markets of the United States
shall have occurred, (d) a downgrading shall have occurred in the
ratings of any of the Preferred Securities or any preferred stock
or first mortgage or first mortgage and collateral trust bonds of
the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 15c3-1 of the
Regulations under the Exchange Act), (e) a Tax Event shall have
occurred or (f) any change in the business or properties of the
Company or the Partnership shall have occurred, the effect of
which is such as to make it impracticable to proceed with the
sale or delivery of the Series [__] Preferred Securities and, in
the case of any of the events specified in clauses (a) through
(e) of this Section 9, the effect of such event, singly or
together with any other such events, is such as to make it, in
the judgment of the Representatives, impracticable to proceed
with the sale or delivery of the Series [__] Preferred
Securities. Any termination hereof pursuant to this Section 9
shall be without liability of any party to any other party except
as otherwise provided in Section 5(j) hereof and except for any
liability under Section 8 hereof.

10. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements
contained in this Agreement, or contained in certificates signed
by officers of the Company, on behalf of itself or as the General
Partner on behalf of the Partnership, submitted pursuant hereto,
shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or
any controlling person of any Underwriter, or by or on behalf of
either Obligor, and shall survive delivery of the Series [__]
Preferred Securities to the Underwriters.<PAGE>
<PAGE>26
11. Miscellaneous. The validity and interpretation of
this Agreement shall be governed by the laws of the State of New
York. This Agreement shall inure to the benefit of the Obligors
and the Underwriters and, with respect to the provisions of
Section 8 hereof, each controlling person referred to in Section
8 hereof, and their respective successors, assigns, executors and
administrators. Nothing in this Agreement is intended or shall
be construed to give to any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. The term
"successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any of the Series [__] Preferred
Securities from any of the Underwriters. This Agreement may be
executed in any number of separate counterparts all of which
together shall constitute the same Agreement.

12. Notices and Authority to Act. All communications
hereunder shall be in writing (which may be telex or facsimile
transmission) and effective only upon receipt and, if to the
Underwriters, shall be sent to the Representatives at the address
set forth above, Attention of [_____] and, if to either Obligor,
shall be sent to it at PacifiCorp, 700 N.E. Multnomah, Suite
1600, Portland, Oregon 97232, Attention of Richard T. O'Brien,
Vice President.<PAGE>
<PAGE>27
If the foregoing is in accordance with your
understanding of our agreement, kindly sign and return to the
Obligors the enclosed duplicate hereof, whereupon this letter
will become a binding agreement among the Obligors and the
several Underwriters in accordance with its terms.

Very truly yours,

PacifiCorp

By _____________________________
Name:
Title:

PacifiCorp Delaware, L.P.

By PacifiCorp, as the General Partner

By ______________________________
Name:
Title:

Accepted as of the date
first above written:

Goldman, Sachs & Co.
Smith Barney Inc.
[insert names of other Representatives]

By:_____________________________
(Goldman, Sachs & Co.)

As representatives of the
other several Underwriters
named in Schedule I hereto <PAGE>
<PAGE>

SCHEDULE I

Number of Series [__]
Underwriter Preferred Securities
- ----------- ---------------------

Goldman, Sachs & Co.
Smith Barney Inc.

Total =============

<PAGE> Exhibit 1(b)

Form of Underwriting Agreement
relating to Junior Subordinated Debentures

PacifiCorp

Series [__] Junior Subordinated Debentures

UNDERWRITING AGREEMENT

[______]

Goldman, Sachs & Co.
Smith Barney Inc.
[insert names of other Representatives]

As representatives of the several
Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

The undersigned, PacifiCorp, an Oregon corporation (the
"Company"), hereby confirms its agreement with the several
Underwriters (as defined in Section 1 hereof), for whom you are
acting as representatives (in such capacity, you shall hereinafter
be referred to as the "Representatives"), as follows:

1. Definitions of Certain Terms. Except as may
otherwise be defined herein, capitalized terms used herein shall
have the following meanings:

(a) "Act" shall mean the Securities Act of 1933, as
amended.<PAGE>
<PAGE>2
(b) "Articles" shall mean the Second Restated Articles
of Incorporation of the Company, as amended.

(d) "Commission" shall mean the Securities and Exchange
Commission.

(e) "Counsel for the Company" shall mean Stoel Rives
Boley Jones & Grey.

(f) "Counsel for the Underwriters" shall mean Winthrop,
Stimson, Putnam & Roberts.

(g) "Debentures" shall mean junior subordinated
debentures of the Company issued under the Indenture having an
aggregate initial offering price of up to $150,000,000.

(h) "Effective Date" shall mean, at any time, the later
of (i) the date that the Registration Statement or any post-
effective amendment thereto was or is declared effective by
the Commission under the Act and (ii) the date that the
Company's Annual Report on Form 10-K for its most recently
completed fiscal year is filed with the Commission under the
Exchange Act, in each case at such time.

(i) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.

(j) "Guarantee" shall mean the Company's guarantee of
the payment of dividends on, and amounts due upon the
redemption of or upon the Partnership's liquidation with
respect to, the Preferred Securities pursuant to the Guaranty
Agreement dated as of [_____] entered into by the Company.

(k) "Incorporated Documents" shall mean the documents
filed by the Company with the Commission under the Exchange
Act that are, or are deemed to be, incorporated by reference
in the Prospectus pursuant to Item 12 of Form S-3 under the
Act.

(l) "Indenture" shall mean the Indenture dated as of
[_____] between the Company and The Bank of New York, as
trustee (the "Trustee"), as [heretofore] supplemented and
amended[, including] by the [_____] Supplemental Indenture
dated as of [_____].

(m) "Preferred Securities" shall mean up to 6,000,000
Monthly Income Preferred Securities representing limited
partner interests in PacifiCorp Delaware, L.P., a Delaware
limited partnership, and otherwise having the terms set forth
in the Prospectus.

(n) "NYSE" shall mean the New York Stock Exchange.<PAGE>
<PAGE>3
(o) "Prospectus" shall mean the prospectus relating to
the Debentures, the Preferred Securities and the Guarantee
included in the Registration Statement, as supplemented by a
prospectus supplement specifying the terms of the Series [__]
Debentures and the plan of distribution thereof (the
"Prospectus Supplement"), as first filed pursuant to Rule
424(b) of the Regulations under the Act, including the
Incorporated Documents.

(p) "Registration Statement" shall mean the registration
statement on Form S-3 (No. 33-55309) filed with the Commission
for the registration under the Act of the Debentures, the
Preferred Securities and the Guarantee, as amended and
supplemented to the date of this Agreement, and shall be
deemed to include the Incorporated Documents.

(q) "Regulations" shall mean the applicable published
rules and regulations of the Commission under the Act, the
Exchange Act or the Trust Indenture Act, as the case may be.

(r) "Series [__] Debentures" shall mean $[_____]
aggregate principal amount of Debentures designated [__]%
Deferrable Interest Junior Subordinated Debentures, Series
[__], Due [____] having the terms set forth in the Prospectus.

(s) "Trust Indenture Act" shall mean the Trust Indenture
Act of 1939, as amended.

(t) "Underwriters" shall mean the several firms or
corporations named in Schedule I hereto and any underwriter
substituted as provided in Section 4(c) hereof and
"Underwriter" shall mean one of the Underwriters.

(u) "amend," "amendment," "amended," "supplement" or
"supplemented" with respect to the Registration Statement or
the Prospectus shall mean amendments or supplements to the
Registration Statement or the Prospectus, as the case may be,
and Incorporated Documents filed after the date of this
Agreement and prior to the completion of the distribution of
the Series [__] Debentures.

2. Purchase and Sale. Upon the basis of the
representations and warranties herein contained, and subject to the
terms and conditions set forth in this Agreement, the Company
agrees to sell to each Underwriter named in Schedule I hereto,
severally and not jointly, and such Underwriter agrees, severally
and not jointly, to purchase from the Company, the principal amount
of Series [__] Debentures set forth opposite such Underwriter's
name in Schedule I hereto at a purchase price of [__]% of the
principal amount thereof.

The Representatives represent that they have been
authorized by each Underwriter to enter into this Agreement on
behalf of such Underwriter, to confirm the statements described in
Section 8(e) hereof and to act for it in the manner herein
provided. All obligations of the Underwriters hereunder are
several and not joint.<PAGE>
<PAGE>4
The Company has been advised by the Representatives that
the Underwriters propose to (i) make a public offering of the
Series [__] Debentures as soon as the Underwriters deem advisable
after this Agreement has been executed and delivered and (ii)
initially offer the Series [__] Debentures to the public at the
public offering price set forth in the Prospectus.

3. Representations and Warranties of Company. The
Company represents and warrants to, and agrees with, the several
Underwriters as follows:

(a) Filing of Registration Statement and any Preliminary
Prospectus with Commission. The Company meets the
requirements for use of Form S-3 under the Act and the Company
has filed with the Commission the Registration Statement and
each preliminary prospectus relating to the Series [__]
Debentures required to be filed pursuant to Rule 424 of the
Regulations under the Act; and the Registration Statement has
been declared effective by the Commission under the Act and
meets the requirements set forth in paragraph (a)(1)(ix) or
(a)(1)(x) of Rule 415 of the Regulations under the Act and
complies in all other material respects with such Rule 415.

(b) Registration Statement; Prospectus; Incorporated
Documents. (i) The Registration Statement, at the Effective
Date, and each preliminary prospectus relating to the Series
[__] Debentures, if any, at the time it was filed with the
Commission, complied and the Prospectus, at the time it is
filed with the Commission, will comply, except in each case
for Incorporated Documents, in all material respects with the
applicable requirements of the Act and the Trust Indenture Act
and the respective Regulations thereunder; (ii) the
Registration Statement, at the Effective Date, did not include
an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; (iii) the
Prospectus, at the time it is filed with the Commission, will
not and each preliminary prospectus relating to the Series
[__] Debentures, if any, at the time it was filed with the
Commission, did not include an untrue statement of a material
fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; and (iv) each
Incorporated Document, at the time originally filed with the
Commission pursuant to the Exchange Act, complied and will
comply, as the case may be, in all material respects with the
applicable requirements of the Exchange Act and the
Regulations thereunder; provided, however, that the Company
makes no representation or warranty as to (A) such part of the
Registration Statement that constitutes the Statement of
Eligibility on Form T-1 under the Trust Indenture Act of the
Trustee or (B) the information contained in or omitted from
the Registration Statement or the Prospectus in reliance upon
and in conformity with information furnished in writing to the
Company by the Representatives specifically for use in
connection with the preparation of the Registration Statement
or the Prospectus.

(d) Material Changes or Transactions. Except as
reflected in, or contemplated by, the Registration Statement
and the Prospectus, since the respective most recent dates as
of which information is given in the Registration Statement
and the Prospectus, there has not been any material adverse
change in the business, affairs, business prospects, property
or financial condition of the Company, whether or not arising
in the ordinary course of business, and since such dates there
has not been any material transaction entered into by the
Company other than transactions contemplated by the
Registration Statement and the Prospectus, and transactions in
the ordinary course of business; and the Company has no
material contingent obligation that is not disclosed in the
Registration Statement and the Prospectus.

(g) Agreement. This Agreement has been duly authorized,
executed and delivered by the Company and is a valid and
legally binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization and other
similar laws relating to or affecting creditors' rights
generally and general equitable principles (whether considered
in a <PAGE>
<PAGE>6
proceeding in equity or at law) and subject to any principles
of public policy limiting the right to enforce the
indemnification and contribution provisions contained herein.

(h) Indenture. The Indenture has been duly authorized,
executed and delivered by the Company, has been duly qualified
under the Trust Indenture Act and is a valid and legally
binding agreement of the Company enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar laws
relating to or affecting creditors' rights generally and
general equitable principles (whether considered in a
proceeding in equity or at law).

(i) Series [__] Debentures. The Series [__] Debentures
have been duly authorized and, when authenticated and
delivered in accordance with the Indenture and paid for by the
purchasers thereof, will constitute valid and legally binding
obligations of the Company enforceable in accordance with
their respective terms, except as limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization and other
similar laws relating to or affecting creditors' rights
generally and general equitable principles (whether considered
in a proceeding in equity or at law); and the Series [__]
Debentures conform to all statements relating thereto
contained in the Registration Statement and the Prospectus.

(j) Capital Stock. The authorized, issued and
outstanding capital stock of the Company is as set forth in
the Registration Statement and the Prospectus (except for
changes referred to therein or contemplated thereby and
additional shares offered under the Company's Dividend
Reinvestment and Stock Purchase Plan, K Plus Employee Savings
and Stock Ownership Plan or Utah Power & Light Company
Employee Savings and Stock Purchase Plan).

Any certificate signed by any officer of the Company and
delivered to the Representatives or to Counsel for the Underwriters
shall be deemed a representation and warranty by the Company to
each Underwriter as to the statements made therein.

4. Closing; Delivery of Series [__] Debentures;
Defaulting Underwriters.

(a) Closing. Delivery of the Series [__] Debentures to
the Underwriters, against payment of the purchase price therefor in
next day funds by certified or bank check or checks payable to the
order of the Company and drawn on a bank which is a member of the
New York Clearing House Association, shall be made prior to 1:00
P.M., New York City time, on [_____] through the facilities of The
Depository Trust Company ("DTC"), or at such other time, date and
location as may be agreed upon in writing by the Company and the
Representatives. Delivery of the documents required by Section 6
hereof shall be made at such time and date at the offices of
[_____], or at such other location as may be agreed upon in writing
by the Company and the Representatives. The hour and date of such
delivery and payment are herein called the "Closing Date."

(b) Delivery of Series [__] Debentures. The Series [__]
Debentures shall be registered in the name of "Cede & Co.," as
nominee of DTC, and delivered to DTC in such denominations as the
Representatives may reasonably request in writing not later than <PAGE>
<PAGE>7
12:30 P.M., New York City time, on the third Business Day prior to
the Closing Date or, to the extent not so requested, in such
authorized denominations as the Company shall determine. For the
purpose of expediting the checking of the Series [__] Debentures by
the Representatives on behalf of the Underwriters, the Company
agrees to make the Series [__] Debentures available to the
Representatives for such purpose at the offices of DTC in New York,
New York, not later than 2:00 P.M., New York City time, on the
Business Day preceding the Closing Date or at such other time and
place as may be agreed upon by the Company and the Representatives.

(c) Defaulting Underwriters. If on the Closing Date any
Underwriter shall fail to purchase and pay for the Series [__]
Debentures that such Underwriter has agreed to purchase and pay for
hereunder on such date (otherwise than by reason of any failure on
the part of the Company to comply with any of the provisions
contained herein), the non-defaulting Underwriters shall be
obligated, severally and not jointly, to take up and pay for (in
addition to the respective principal amount of Series [__]
Debentures set forth opposite their respective names in Schedule I
hereto) the principal amount of Series [__] Debentures that such
defaulting Underwriter or Underwriters failed to take up and pay
for, up to a principal amount of Series [__] Debentures equal to,
in the case of each such non-defaulting Underwriter, ten percent
(10%) of the principal amount of Series [__] Debentures set forth
opposite the name of such non-defaulting Underwriter in Schedule I
hereto and such non-defaulting Underwriters shall have the right,
within 24 hours of such default, either to take up and pay for (in
such proportion as may be agreed upon among them), or to substitute
another Underwriter or Underwriters, satisfactory to the Company,
to take up and pay for, the remaining principal amount of Series
[__] Debentures that the defaulting Underwriter or Underwriters
agreed but failed to purchase. If any unpurchased Series [__]
Debentures still remain, then the Company shall be entitled to a
further period of 24 hours within which to procure another party or
other parties, members of the National Association of Securities
Dealers, Inc. (or, if not members of such Association, who are not
eligible for membership in such Association and who agree (i) to
make no sales within the United States, its territories or its
possessions or to persons who are citizens thereof or residents
therein and (ii) in making sales to comply with such Association's
Rules of Fair Practice) and satisfactory to the Representatives, to
purchase such Series [__] Debentures on the terms herein set forth.
In the event that, within the respective prescribed periods, the
non-defaulting Underwriters notify the Company that they have
arranged for the purchase of such Series [__] Debentures, or the
Company notifies the non-defaulting Underwriters that it has
arranged for the purchase of such Series [__] Debentures, then the
non-defaulting Underwriters or the Company shall have the right to
postpone the Closing Date for a period of not more than three full
Business Days beyond the expiration of the respective prescribed
periods in order to effect whatever changes may thus be made
necessary in the Registration Statements or the Prospectus or in
any other documents or arrangements. In the event that none of the
non-defaulting Underwriters or the Company has arranged for the
purchase of such Series [__] Debentures by another party or parties
as above provided, then this Agreement shall terminate without any
liability on the part of the Company or any Underwriter (other than
an Underwriter which shall have failed or refused, otherwise than
for some reason sufficient to justify, in accordance with the terms
hereof, the cancellation or termination of its obligations
hereunder, to purchase and pay for the Series [__] Debentures that
such Underwriter has agreed to purchase as provided in Section 2
hereof), except as otherwise provided in Section 5(j) hereof.<PAGE>
<PAGE>8
5. Covenants of Company. The Company covenants and
agrees with the Underwriters that:

(a) Filing of Prospectus. The Company will promptly
transmit copies of the Prospectus, and any amendments or
supplements thereto, to the Commission for filing pursuant to
Rule 424(b) of the Regulations under the Act.

(b) Copies of Registration Statement and Prospectus;
Stop Orders. The Company will deliver to each of the
Representatives and Counsel for the Underwriters (i) one
signed copy of the Registration Statement as originally filed,
including copies of exhibits thereto (other than any exhibits
incorporated by reference therein), (ii) signed copies of any
amendments and supplements to the Registration Statement,
including copies of the Incorporated Documents (other than
exhibits thereto), and (iii) a signed copy of each consent and
certificate included or incorporated by reference in, or filed
as an exhibit to, the Registration Statement as so amended or
supplemented; the Company will deliver to the Underwriters
through the Representatives as soon as practicable after the
date of this Agreement as many copies of the Prospectus as the
Representatives may reasonably request for the purposes
contemplated by the Act; the Company will promptly advise the
Representatives of the issuance of any stop order under the
Act with respect to the Registration Statement (as it may be
amended or supplemented) or the institution of any proceedings
therefor, or the suspension of the qualification of the Series
[__] Debentures for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose, of which
the Company shall have received notice prior to the completion
of the distribution of the Series [__] Debentures; and the
Company will use its best efforts to prevent the issuance of
any such stop order and to secure the prompt removal thereof,
if issued.

(c) Filing of Amendments and Supplements. During the
period when a prospectus relating to the Series [__]
Debentures is required to be delivered under the Act by any
Underwriter or dealer, the Company will not file any amendment
or supplement to the Registration Statement, the Prospectus
(including a prospectus relating to the Series [__] Debentures
filed pursuant to Rule 424(b) of the Regulations under the Act
that differs from the Prospectus as first filed pursuant to
such Rule 424(b)) or any Incorporated Document to which
Goldman, Sachs & Co. shall reasonably object as to substance
or Counsel for the Underwriters shall reasonably object as to
form.

(d) Compliance with Act. During the period when a
prospectus relating to the Series [__] Debentures is required
to be delivered under the Act by any Underwriter or dealer,
the Company will comply so far as it is able, and at its own
expense, with all requirements imposed upon it by the Act, as
now and hereafter amended, and by the Regulations thereunder,
as from time to time in force, so far as necessary to permit
the continuance of sales of or dealing in the Series [__]
Debentures during such period in accordance with the
provisions hereof and the Prospectus.

(e) Certain Events and Amendments or Supplements. If,
during the period when a prospectus relating to the Series
[__] Debentures is required to be delivered under the Act by
any Underwriter or dealer, (i) any event relating to or
affecting the Company <PAGE>
<PAGE>9
or of which the Company shall be advised in writing by the
Representatives shall occur as a result of which, in the
opinion of the Company, the Prospectus as then amended or
supplemented would include an untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading or (ii) it shall be
necessary to amend or supplement the Registration Statement or
the Prospectus to comply with the Act, the Exchange Act or the
Trust Indenture Act or the respective Regulations thereunder,
the Company will forthwith at its expense prepare and furnish
to the Representatives a reasonable number of copies of such
amendment or supplement that will correct such statement or
omission or effect such compliance; provided, however, that
should such event relate solely to activities of any of the
Underwriters, then the Underwriters will assume the expense of
preparing and furnishing copies of any such amendment or
supplement. Notwithstanding the foregoing, in case any
Underwriter is required to deliver a prospectus relating to
the Series [__] Debentures after the expiration of nine months
after the date of this Agreement, the Company upon the request
of the Representatives will furnish to the Representatives, at
the expense of such Underwriter, a reasonable quantity of a
supplemented or amended Prospectus or supplements or
amendments to the Prospectus complying with Section 10 of the
Act.

(f) Blue Sky Qualifications. During the time a
prospectus relating to the Series [__] Debentures is required
to be delivered under the Act by any Underwriter or dealer,
the Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Series [__] Debentures for offer and sale under the blue sky
laws of such jurisdictions as the Representatives may
reasonably designate and will file and make in each year such
statements or reports as are or may be reasonably required by
laws of such jurisdictions; provided, however, that the
Company shall not be required to qualify as a foreign
corporation or dealer in securities or to file any consents to
service of process under the laws of any jurisdiction.

(g) Earning Statement. In accordance with Rule 158 of
the Regulations under the Act, the Company will make generally
available to its security holders, as soon as practicable, an
earning statement (which need not be audited) in reasonable
detail covering the 12 months beginning not later than the
first day of the month next succeeding the month in which
occurred the effective date (within the meaning of Rule 158 of
the Regulations under the Act) of the Registration Statement.

(h) Reports. The Company will furnish to the holders of
the Series [__] Debentures as soon as practicable after the
end of each fiscal year an annual report (including a balance
sheet and statements of income, stockholders' equity and cash
flow of the Company and its consolidated subsidiaries
certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters
of each fiscal year (beginning with the first such fiscal
quarter ending after the effective date of the Registration
Statement), consolidated summary financial information of the
Company and its subsidiaries for such quarter in reasonable
detail.

(i) Exchange Act Documents; Ratings Notification. The
Company, during the period when a prospectus relating to any
of the Securities is required to be delivered <PAGE>
<PAGE>10
under the Act by any Underwriter or dealer, will file promptly
all documents required to be filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act; and the Company will promptly notify the Representatives
of any written notice given to the Company by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 15c3-1 under the Exchange Act) of any
intended decrease in any rating of any of the Debentures or
any preferred stock or first mortgage or first mortgage and
collateral trust bonds of the Company or of any intended
change in any such rating that does not indicate the direction
of the possible change, in each case by any such rating
organization.

(j) Payment of Expenses. Whether or not the
transactions contemplated hereunder are consummated or this
Agreement is terminated, the Company will pay, except as
otherwise expressly provided herein, all expenses incident to
the performance of its obligations under this Agreement,
including (i) the preparation and filing of the Registration
Statement and the Prospectus (and any amendments or
supplements thereto), any preliminary prospectus relating to
the Series [__] Debentures and any Incorporated Documents and
exhibits thereto, and this Agreement, (ii) the issuance and
delivery of the Series [__] Debentures to the Underwriters,
(iii) the fees and disbursements of the Company's counsel and
accountants, (iv) the fees and expenses of the Trustee and its
counsel, (v) the fees and expenses in connection with the
rating of the Series [__] Debentures by securities rating
organizations, (vi) the expenses in connection with the
qualification of the Series [__] Debentures under securities
laws in accordance with the provisions of Section 5(f) hereof,
including filing fees and the reasonable fees and
disbursements of Counsel for the Underwriters in connection
therewith and in connection with the preparation of any Blue
Sky Survey, (vii) the printing and delivery to the
Underwriters of copies of the Registration Statement and the
Prospectus (and any amendments or supplements thereto) and the
Incorporated Documents and (viii) the printing and delivery to
the Underwriters of copies of any Blue Sky Survey [if, in the
judgment of the Representatives, it shall be necessary or
advisable to list the Series [__] Debentures on the NYSE, then
insert: and the fees and expenses in connection with any
listing of the Series [__] Debentures on the NYSE and the
registration thereof under the Exchange Act in accordance with
Section 5(l) hereof]. If this Agreement is terminated in
accordance with the provisions of Section 6, 7 or 9 hereof, or
if this Agreement is terminated pursuant to Section 4 hereof
and could have been terminated in accordance with the
provisions of Section 6, 7 or 9 hereof, the Company will
reimburse the Representatives for the account of the
Underwriters for their reasonable out-of-pocket expenses in an
amount not exceeding $15,000 in the aggregate, and reasonable
counsel fees and disbursements; provided, however, that if the
Representatives terminate this Agreement pursuant to Section
9(d) hereof, the Company shall not be obligated to reimburse
the Representatives for their out-of-pocket expenses or for
their counsel fees and disbursements. The Company shall not
be required to pay any amount for any expenses of the
Representatives or of any other of the Underwriters except as
provided in this Section 5(j). The Company shall not in any
event be liable to any of the Underwriters for damages on
account of the loss of anticipated profits.

(k) No Issuance Period. During the 30 days following
the Closing Date, the Company will not, without the prior
written consent of the Representatives, offer for <PAGE>
<PAGE>11
sale, sell or enter into any agreement to sell, or otherwise
dispose of, any Series [__] Debentures or any preferred stock
or other securities of the Company that are substantially
similar to the Series [__] Debentures or any securities
convertible into or exchangeable for Series [__] Debentures,
preferred stock or such substantially similar securities of
the Company.

[If, in the judgment of the Representatives, it shall be
necessary or advisable to list the Series [__] Debentures on
the NYSE, then insert:

(l) Listing and Registration. The Company will take, or
cause to be taken, all actions necessary or advisable to
effect the listing and admission for trading of the Series
[__] Debentures on the NYSE and the registration thereof under
the Exchange Act.]

6. Conditions to Underwriters' Obligations. The
several obligations of the Underwriters hereunder to purchase the
Series [__] Debentures shall be subject to the continuing accuracy
of, and compliance with, the representations and warranties of the
Company contained herein on the Closing Date (with the same force
and effect as though expressly made on and as of the Closing Date,
except that references therein to the Registration Statement and
the Prospectus shall include any amendments or supplements thereto
at the Closing Date), to the performance by the Company of its
obligations to be performed hereunder on or prior to the Closing
Date and to the following further conditions:

(a) Filing of Prospectus with Commission; No Stop Order;
Regulatory Approvals. The Prospectus, and any amendments or
supplements thereto, shall have been filed in the manner and
within the time period required by Rule 424(b) of the
Regulations under the Act; no stop order suspending the
effectiveness of the Registration Statement under the Act
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened; [if, in the judgment
of the Representatives, it shall be necessary or advisable to
list the Series [__] Debentures on the NYSE, then insert: no
order suspending trading or striking or withdrawing the Series
[__] Debentures from listing on the NYSE or registration
thereof under the Exchange Act shall be in effect, no
proceedings for such purpose shall be pending before or
threatened by the NYSE and all requests for additional
information on the part of the Commission shall have been
complied with;] the orders of the public utility regulatory
authorities in the States of Idaho, Montana, Oregon, Utah, and
Wyoming each authorizing the issuance and sale of the Series
[__] Debentures by the Company as contemplated by this
Agreement, the order dated April 27, 1988 of the California
Public Utilities Commission exempting any issuance of
securities of the Company from its jurisdiction and the order
of the Washington Utilities and Transportation Commission as
to the compliance by the Company with the filing requirements
of RCW 80.08.040 shall be in full force and effect and shall
not then be either contested or the subject of review or
appeal, and such orders constitute the only approval,
authorization, consent or other order of any governmental body
legally required for the authorization of the issuance and
sale of the Series [__] Debentures by the Company pursuant to
the terms of this Agreement, except such as may be required
under the Act or under state or other securities or blue sky
laws; and the Company shall have delivered to the
Representatives a certificate of the Company signed <PAGE>
<PAGE>12
by the President or any Vice President of the Company, dated
the Closing Date, to such effect with copies attached thereto
of such orders and of evidence of qualification of the Company
to transact business as a foreign corporation in each
jurisdiction in which it owns or leases substantial properties
or in which the conduct of its business requires such
qualification, except where the failure to so qualify would
not have a material adverse effect on the financial condition
of the Company and its subsidiaries taken as a whole.

(b) Opinion of Counsel for Company. On the Closing
Date, the Representatives shall have received an opinion of
Counsel for the Company, dated as of the Closing Date, in form
and substance satisfactory to Counsel for the Underwriters, to
the effect that:

(i) the Company is a duly organized and
validly existing corporation under the laws of the State
of Oregon;

(ii) the Company has due corporate right and
corporate authority to own its properties and to carry on
the business in which it is engaged as described in the
Prospectus and to execute and deliver, and perform its
obligations under, this Agreement, the Indenture and the
Series [__] Debentures;

(iii) the terms of the Series [__] Debentures
conform as to legal matters to the description thereof
and the statements in regard thereto contained in the
Registration Statement and the Prospectus; and the
specimen of the Series [__] Debentures are in due and
proper form;

(iv) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act and is a valid
and legally binding agreement of the Company enforceable
in accordance with its terms, except as limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general
equitable principles (whether considered in a proceeding
in equity or at law);

(v) the Series [__] Debentures have been duly
authorized and executed by the Company and, when
authenticated and delivered in accordance with the
Indenture and paid for by the purchasers thereof in
accordance with this Agreement, will constitute valid and
legally binding agreements of the Company enforceable in
accordance with their respective terms, except as limited
by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or
affecting creditors' rights generally and general
equitable principles (whether considered in a proceeding
in equity or at law); [if, in the judgment of the
Representatives, it shall be necessary or advisable to
list the Series [__] Debentures on the NYSE, then insert:
and the Series [__] Debentures have been listed (subject
to official notice of issuance) on the NYSE].

(vi) this Agreement has been duly authorized,
executed and delivered by the Company;<PAGE>
<PAGE>13
(vii) the Idaho Public Utilities Commission, the
Montana Public Service Commission, the Public Utility
Commission of Oregon, the Utah Public Service Commission
and the Public Service Commission of Wyoming have entered
appropriate orders, which to the best knowledge of such
counsel remain in full force and effect on the date of
such opinion, each authorizing the issuance and sale of
the Series [__] Debentures by the Company; the Washington
Utilities and Transportation Commission has entered an
appropriate order, which to the knowledge of such counsel
remains in full force and effect on the date of such
opinion, as to the compliance by the Company with the
filing requirements of RCW 80.08.040; and such orders
constitute the only approval, authorization, consent or
other order of any governmental body legally required for
the authorization of the issuance and sale of the Series
[__] Debentures by the Company pursuant to the terms of
this Agreement, except such as may be required under the
Act or under state or other securities or blue sky laws;

(viii) the consummation of the transactions
contemplated by this Agreement and the fulfillment of the
terms hereof will not conflict with or result in a breach
of any of the terms or provisions of, or constitute a
default under, (i) the Articles or Bylaws of the Company,
as amended, or any indenture, mortgage, deed of trust or
other material agreement for money borrowed the terms of
which are known to such counsel to which the Company is
a party or by which it may be bound or (ii) any order,
rule or regulation applicable to the Company of any court
or any federal or state regulatory body or administrative
agency or other governmental body having jurisdiction
over the Company or its properties;

(ix) the Registration Statement, at the
Effective Date, and the Prospectus, at the time it was
filed pursuant to Rule 424(b) of the Regulations under
the Act (except in each case as to financial statements
and other financial and statistical data contained
therein, upon which such opinion need not pass, and
except for Incorporated Documents), complied as to form
in all material respects with the requirements of the Act
and the Trust Indenture Act and the respective
Regulations thereunder; each Incorporated Document as
originally filed pursuant to the Exchange Act (except as
to financial statements and other financial and
statistical data contained therein, upon which such
opinion need not pass) complied as to form when so filed
in all material respects with the requirements of the
Exchange Act and the Regulations thereunder; the
Registration Statement has become, and on the Closing
Date is, effective under the Act and, to the best of such
counsel's knowledge, no proceedings for a stop order with
respect thereto are threatened or pending under Section
8 of the Act; and nothing has come to the attention of
such counsel that has caused them to believe that the
Registration Statement (except as to financial statements
and other financial and statistical data contained
therein, upon which such opinion need not pass), at the
Effective Date, contained an untrue statement of a
material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus
(except as to financial statements and other financial
and statistical data contained therein, upon which such
opinion need not pass), at the time it was filed pursuant
to Rule 424(b) of the Regulations under <PAGE>
<PAGE>14
the Act or on the Closing Date, included or includes an
untrue statement of a material fact or omitted or omits
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;

(x) those portions of the Registration
Statement or the Prospectus that are stated therein to
have been made on the authority of such counsel have been
reviewed by such counsel and, as to matters of law and
legal conclusions, are correct; and

(xi) to the best of such counsel's knowledge
and information, there are no legal or governmental
proceedings pending or threatened against the Company or
its subsidiaries that are required to be disclosed in the
Registration Statement and the Prospectus other than
those disclosed therein.

In rendering such opinion, Counsel for the Company may rely as
to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and its
subsidiaries and public officials. References to the
Registration Statement and the Prospectus in this Section 6(b)
shall include any amendments or supplements thereto at the
date such opinion is rendered.

(c) Opinion of Counsel for Underwriters. On the Closing
Date, the Representatives shall have received an opinion of
Counsel for the Underwriters, dated as of the Closing Date,
with respect to the matters set forth in paragraphs (i),
(iii), (iv), (v), (vi) and (vii) and the first, third and
fourth clauses of paragraph (ix) of Section 6(b) hereof and
other related matters as the Representatives may reasonably
require, and the Company shall have furnished to Counsel for
the Underwriters such documents as they request for the
purpose of enabling them to pass upon such matters. In
rendering such opinion, Counsel for the Underwriters may rely
(i) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and (ii)
upon the opinion of Counsel for the Company rendered pursuant
to Section 6(b) as to matters involving the application of
laws other than the laws of the State of New York.

(d) Letter of Accountants. On the Closing Date,
Deloitte & Touche LLP shall have furnished to the
Representatives a letter or letters, dated as of the Closing
Date, in form and substance satisfactory to the
Representatives, confirming that they are independent
accountants within the meaning of the Act and the Regulations
thereunder with respect to the Company and its subsidiaries
and stating in effect that:

(i) in their opinion, the consolidated
financial statements and schedules included or
incorporated by reference in the <PAGE>
<PAGE>15
Registration Statement and the Prospectus and audited by
them comply as to form in all material respects with the
applicable accounting requirements of the Act and the
Regulations thereunder;

(ii) on the basis of a reading of the unaudited
consolidated financial statements, if any, included or
incorporated by reference in the Registration Statement
and the Prospectus and the latest available interim
unaudited consolidated financial statements of the
Company, the performance of the procedures specified by
the American Institute of Certified Public Accountants
for a review of any such unaudited consolidated financial
information as described in Statement on Auditing
Standards No. 71, inquiries of officials of the Company
responsible for financial and accounting matters and a
reading of the minutes of meetings of the shareholders
and the Board of Directors of the Company and the Finance
and Pricing Committees thereof through a specified date
not more than five Business Days prior to the Closing
Date, nothing came to their attention that caused them to
believe that: (A) any material modification should be
made to the unaudited consolidated financial statements,
if any, included or incorporated by reference in the
Registration Statement and the Prospectus for them to be
in conformity with generally accepted accounting
principles or any such unaudited consolidated financial
statements do not comply as to form in all material
respects with the applicable accounting requirements of
the Act or the Regulations thereunder; (B) for the twelve
months ended as of the date of the latest available
financial statements of the Company, there were any
decreases in revenues, earnings on common stock or
earnings per common share as compared with the comparable
period of the preceding year; or (C) at the date of the
latest available financial statements of the Company and
at a subsequent date not more than five Business Days
prior to the Closing Date, there was any change in the
capital stock (except for sales under the Company's
Dividend Reinvestment and Stock Purchase Plan, K Plus
Employee Savings and Stock Ownership Plan or Utah Power
& Light Company Employee Savings and Stock Purchase Plan
of PacifiCorp) or long-term debt of the Company or any
decrease in its net assets as compared with the amounts
shown in the most recent consolidated balance sheet
included or incorporated by reference in the Registration
Statement and the Prospectus, except in all instances for
changes or decreases that the Registration Statement or
the Prospectus discloses have occurred or may occur, or
for changes or decreases that are described in such
letter that are reasonably satisfactory to the
Representatives;

(iii) if unaudited pro forma financial
statements are included or incorporated by reference in
the Registration Statement and the Prospectus, on the
basis of a reading of such financial statements, carrying
out certain specified procedures, inquiries of certain
officials of the Company and the company acquired or to
be acquired who have responsibility for financial and
accounting matters and proving the arithmetic accuracy of
the application of the pro forma adjustments to the
historical amounts in such pro forma financial
statements, nothing came to their attention that caused
them to believe that such pro forma financial statements
do not comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of
Regulation S-X or that such pro forma adjustments have
not been properly applied to such historical amounts in
the compilation of such pro forma financial statements;
and

(iv) covering such other matters as the
Representatives shall reasonably request, including but
not limited to the "Management's Discussion <PAGE>
<PAGE>16
and Analysis of Financial Condition and Results of
Operations" contained in the financial statements
included or incorporated by reference in the Registration
Statement and the Prospectus and any other information of
an accounting, financial or statistical nature included
therein.

References to the Registration Statement and the Prospectus in
this Section 6(d) shall include any amendments or supplements
thereto at the Closing Date.

(e) Certificate. On the Closing Date, there shall not
have been, since the respective dates as of which information
is given in the Registration Statement and the Prospectus, as
they may then be amended or supplemented, except as may
otherwise be stated therein or contemplated thereby, any
material adverse change in the condition of the Company and
its subsidiaries taken as a whole, financial or otherwise, or
in the earnings, affairs or business prospects of the Company
and its subsidiaries taken as a whole, whether or not arising
in the ordinary course of business, and the Representatives
shall have received a certificate of the Company signed by the
President or any Vice President of the Company reasonably
satisfactory to the Representatives, dated as of the Closing
Date, to the effect that (i) there has been no such material
adverse change, (ii) the other representations and warranties
on the part of the Company contained in this Agreement are
true and correct (with the same force and effect as though
expressly made on and as of the Closing Date, except that
references therein to the Registration Statement and the
Prospectus shall include any amendments or supplements thereto
at such dates), (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied under this Agreement on or prior to the
Closing Date and (iv) no stop order suspending the
effectiveness of the Registration Statement (as so amended or
supplemented) has been issued and no proceedings for the
purpose have been initiated or threatened by the Commission.

(f) Ratings. Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group shall have publicly assigned
to the Series [__] Debentures ratings of [__] and [__],
respectively, which ratings shall be in full force and effect
on the Closing Date.

[If, in the judgment of the Representatives, it shall be
necessary or advisable to list the Series [__] Debentures on
the NYSE, then insert:

(g) Listing and Registration. On the Closing Date, (i)
the NYSE shall have approved the Series [__] Debentures for
listing and admission for trading, subject to official notice
of issuance, and (ii) the Company's registration statement on
Form 8-A relating to the Series [__] Debentures shall have
become effective under the Exchange Act.]

[(h)][(g)]Other Documents. On the Closing Date, Counsel for the
Underwriters shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling them
to pass upon the issuance and sale of the Series [__]
Debentures as herein contemplated and related proceedings, or
in order to evidence the accuracy or completeness of any of
the representations or warranties, or the fulfillment of any
of the conditions herein contained, and all proceedings taken
by the <PAGE>
<PAGE>17
Company in connection with the issuance and sale of the Series
[__] Debentures and as herein contemplated shall be
satisfactory in form and substance to the Representatives and
Counsel for the Underwriters.

In case any of the conditions specified above in this
Section 6 shall not have been fulfilled, this Agreement may be
terminated by the Representatives upon mailing or delivering
written notice thereof to the Company. Any such termination shall
be without liability of either party to the other party except as
otherwise provided in Section 5(j) hereof and except for any
liability under Section 8 hereof.

7. Conditions to Obligations of Company. The
obligations of the Company hereunder are subject to the conditions
set forth in Section 6(a) hereof exclusive of the first and last
clauses thereof. In case such conditions shall not have been
fulfilled, this Agreement may be terminated by the Company by
mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability
of either party to the other party except as otherwise provided in
Section 5(j) hereof and except for any liability under Section 8
hereof.

8. Indemnification and Contribution.

(a) Indemnification by Company. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15
of the Act as follows:

(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement or
alleged untrue statement of a material fact contained in a
preliminary prospectus relating to the Series [__] Debentures,
if any, including all documents then incorporated by reference
therein pursuant to Item 12 of Form S-3, in the Incorporated
Documents, in the Registration Statement or the Prospectus, or
in the Registration Statement or the Prospectus as amended or
supplemented (if any amendments or supplements thereto shall
have been made), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary
to make the statements therein not misleading unless such
untrue statement or omission or such alleged untrue statement
or omission was made in reliance upon and in conformity with
written information furnished to the Company by any
Underwriter, through the Representatives or otherwise,
expressly for use in the Registration Statement or the
Prospectus (or any amendment or supplement to either thereof)
or arising out of, or based upon, statements in or omissions
from that part of the Registration Statement that constitutes
the Statement of Eligibility on Form T-1 under the Trust
Indenture Act of the Trustee; provided, however, any such
indemnity for a preliminary prospectus relating to the Series
[__] Debentures, if any, or the Prospectus shall not inure to
the benefit of any Underwriter (or of any person controlling
such Underwriter) on account of any losses, claims, damages or
liabilities arising from the sale of the Series [__]
Debentures to any person if (i) such Underwriter shall have
failed to send or give to such person (A) with or prior to the
written confirmation of such sale, a copy of the Prospectus or
the Prospectus as amended or supplemented, if any amendments
or supplements thereto shall have been furnished to the
Representatives at or prior to the <PAGE>
<PAGE>18
time of written confirmation of the sale involved, except any
Incorporated Documents, or (B) with or prior to the delivery
of the Series [__] Debentures to such person, a copy of any
amendment or supplement to the Prospectus that shall have been
furnished to the Representatives subsequent to such written
confirmation and prior to the delivery of such Series [__]
Debentures to such person, except any Incorporated Documents,
and (ii) such untrue statement or omission or such alleged
untrue statement or omission was corrected in the Prospectus
or the Prospectus as amended or supplemented at the time of
such delivery or confirmation, as the case may be;

(ii) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount
paid in settlement of any litigation, commenced or threatened
or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written
consent of the Company; and

(iii) against any and all expense whatsoever reasonably
incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any
such expense is not paid under clause (i) or (ii) above.

(b) Indemnification of Company. Each Underwriter
severally agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration
Statement, and any amendments or supplements thereto, and each
person, if any, who controls the Company within the meaning of
Section 15 of the Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section
8(a) hereof, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or a preliminary
prospectus relating to the Series [__] Debentures, if any, or the
Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the
Company by such Underwriter, through the Representatives or
otherwise, expressly for use in the Registration Statement (or any
amendment or supplement thereto) or any such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

(c) General. Each indemnified party shall give prompt
notice to each indemnifying party of any action commenced against
it in respect of which indemnity may be sought hereunder, but
failure so to notify an indemnifying party shall not relieve it
from any liability on account of this indemnity agreement except to
the extent that it has been prejudiced in any material respect by
such failure or from any liability that it may have otherwise than
on account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of such action. If
it so elects within a reasonable time after receipt of such notice,
an indemnifying party, jointly with any other indemnifying parties
receiving such notice, may assume the defense of such action with
counsel chosen by it and approved by the indemnified parties
defendant in such action, unless such indemnified parties
reasonably object to such assumption on the ground that there may
be legal defenses available to them that are different from or in
addition to those available to such indemnifying party, in which
case such indemnifying party cannot assume the control of the
defense. Such firm shall be designated in <PAGE>
<PAGE>19
writing by, in the case of parties indemnified under Section 9(b)
hereof, the Representatives and, in the case of parties indemnified
under Section 9(a) hereof, the Company. If an indemnifying party
assumes the defense of such action, the indemnifying parties shall
not be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such
action. Fees and expenses to be paid by the indemnifying parties
shall be reimbursed as they are incurred. In no event shall the
indemnifying parties be liable for the fees and expenses of more
than one counsel, including any local counsel, for all indemnified
parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall,
without the prior written consent of each indemnified party, effect
any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability claims that are the
subject matter of such proceeding.

(d) Contribution. If the indemnification provided for
in this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party under Section 8(a) or 8(b) hereof in
respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the
offering of the Series [__] Debentures. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law, then such indemnifying party shall
contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by
the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth
on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation that does not
take account of the equitable considerations referred to above in
this Section 8(d). The amount paid or payable to an indemnified
party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this Section 8(d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.<PAGE>
<PAGE>20
(e) Confirmation of Certain Statements. The
Underwriters confirm that the statements with respect to the public
offering of the Series [__] Debentures set forth in the last
paragraph on the cover page of, and the statements with respect to
the resale of any Series [__] Debentures at a discount in the first
paragraph under the list of Underwriters set forth under the
caption "Underwriting" in, the Prospectus Supplement are correct
and were furnished in writing to the Company by the Underwriters
for inclusion in the Prospectus.

9. Termination. The Representatives may, by notice to
the Company, terminate this Agreement at any time at or prior to
the Closing Date, if (a) a banking moratorium shall have been
declared either by federal authorities or authorities in the States
of New York or Oregon, (b) trading in securities generally on the
NYSE or of any securities of the Company shall have been suspended
by the Commission, the NYSE or the Pacific Stock Exchange or there
shall have been established by the Commission or the NYSE, any
federal or state agency or the decision of any court any limitation
on the prices for such trading or any restrictions on the
distribution of such securities, (c) any outbreak or material
escalation of hostilities or other calamity or crisis affecting the
financial markets of the United States shall have occurred, (d) a
downgrading shall have occurred in the ratings of any of the
Debentures or any preferred stock or first mortgage or first
mortgage and collateral trust bonds of the Company by any
"nationally recognized statistical rating organization" (as defined
for purposes of Rule 15c3-1 of the Regulations under the Exchange
Act) or (e) any change in the business or properties of the Company
shall have occurred, the effect of which is such as to make it
impracticable to proceed with the sale or delivery of the Series
[__] Debentures and, in the case of any of the events specified in
clauses (a) through (d) of this Section 9, the effect of such
event, singly or together with any other such events, is such as to
make it, in the judgment of the Representatives, impracticable to
proceed with the sale or delivery of the Series [__] Debentures.
Any termination hereof pursuant to this Section 9 shall be without
liability of any party to any other party except as otherwise
provided in Section 5(j) hereof and except for any liability under
Section 8 hereof.

10. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements
contained in this Agreement, or contained in certificates signed by
officers of the Company, submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or by or on behalf of the
Company, and shall survive delivery of the Series [__] Debentures
to the Underwriters.

11. Miscellaneous. The validity and interpretation of
this Agreement shall be governed by the laws of the State of New
York. This Agreement shall inure to the benefit of the Company and
the Underwriters and, with respect to the provisions of Section 8
hereof, each controlling person referred to in Section 8 hereof,
and their respective successors, assigns, executors and
administrators. Nothing in this Agreement is intended or shall be
construed to give to any other person, firm or corporation any
legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. The term
"successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any of the Series [__] Debentures
from any of the Underwriters. This Agreement may be executed in
any number of separate counterparts all of which together shall
constitute the same Agreement.<PAGE>
<PAGE>21
12. Notices and Authority to Act. All communications
hereunder shall be in writing (which may be telex or facsimile
transmission) and effective only upon receipt and, if to the
Underwriters, shall be sent to the Representatives at the address
set forth above, Attention of [_____] and, if to the Company, shall
be sent to it at PacifiCorp, 700 N.E. Multnomah, Suite 1600,
Portland, Oregon 97232, Attention of Richard T. O'Brien, Vice
President.<PAGE>
<PAGE>22
If the foregoing is in accordance with your understanding
of our agreement, kindly sign and return to the Company the
enclosed duplicate hereof, whereupon this letter will become a
binding agreement between the Company and the several Underwriters
in accordance with its terms.

Very truly yours,

PacifiCorp

By _____________________________
Name:
Title:

Accepted as of the date
first above written:

Goldman, Sachs & Co.
Smith Barney Inc.
[insert names of other Representatives]

By:_____________________________
(Goldman, Sachs & Co.)

As representatives of the
other several Underwriters
named in Schedule I hereto <PAGE>

SCHEDULE I

Principal amount
Underwriter Series [__] Debentures
----------- ----------------------

Goldman, Sachs & Co.
Smith Barney Inc.

Total ===============

<PAGE>

EXHIBIT (4)(A)

- -------------------------------------------------------------

PACIFICORP

AND

THE BANK OF NEW YORK

AS TRUSTEE

--------------------

INDENTURE

DATED AS OF _______________, 1994

--------------------

JUNIOR SUBORDINATED DEBENTURES

- -------------------------------------------------------------<PAGE>
<PAGE>i
CROSS-REFERENCE TABLE

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
- ------------------- -------------

310(a) . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . 7.08
7.10
310(c) . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . 5.01
5.02(a)
312(b) . . . . . . . . . . . . . . . . . 5.02(b)
312(c) . . . . . . . . . . . . . . . . . 5.02(c)
313(a) . . . . . . . . . . . . . . . . . 5.04(a)
313(b) . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . 5.04(a)
5.04(b)
313(d) . . . . . . . . . . . . . . . . . 5.04(c)
314(a) . . . . . . . . . . . . . . . . . 5.03
314(b) . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . 13.06
314(d) . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . 7.01(a)
7.02
315(b) . . . . . . . . . . . . . . . . . 6.07
315(c) . . . . . . . . . . . . . . . . . 7.01
315(d) . . . . . . . . . . . . . . . . . 7.01(b)
7.01(c)
315(e) . . . . . . . . . . . . . . . . . 6.08
316(a) . . . . . . . . . . . . . . . . . 6.06
8.04
316(b) . . . . . . . . . . . . . . . . . 6.04
316(c) . . . . . . . . . . . . . . . . . 8.01
317(a) . . . . . . . . . . . . . . . . . 6.02
317(b) . . . . . . . . . . . . . . . . . 4.04
318(a) . . . . . . . . . . . . . . . . . 13.08

<PAGE>
<PAGE>ii
TABLE OF CONTENTS
-----------------

Page
----

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .1

RECITALS:

Purpose of Indenture . . . . . . . . . . . . . . . . . . . . .1
Compliance with legal requirements . . . . . . . . . . . . . .1
Purpose of and consideration for Indenture . . . . . . . . . .1

ARTICLE ONE
DEFINITIONS

SECTION 1.01 Certain terms defined; other terms defined
in the Trust Indenture Act of 1939, as
amended, or by reference therein in the
Securities Act of 1933, as amended, to have
the meanings assigned therein . . . . . . . . .1

Authenticating Agent. . . . . . . . . . . . . .1
Board of Directors. . . . . . . . . . . . . . .2
Board Resolution. . . . . . . . . . . . . . . .2
Business day. . . . . . . . . . . . . . . . . .2
Certificate . . . . . . . . . . . . . . . . . .2
Corporate Trust Office. . . . . . . . . . . . .2
Company . . . . . . . . . . . . . . . . . . . .2
Debenture or Debentures . . . . . . . . . . . .2
Debentureholder . . . . . . . . . . . . . . . .2
Default . . . . . . . . . . . . . . . . . . . .2
Depository. . . . . . . . . . . . . . . . . . .2
Event of Default. . . . . . . . . . . . . . . .3
Global Debenture. . . . . . . . . . . . . . . .3
Governmental Obligations. . . . . . . . . . . .3
Indenture . . . . . . . . . . . . . . . . . . .3
Interest Payment Date . . . . . . . . . . . . .3
Officers' Certificate . . . . . . . . . . . . .3
Opinion of Counsel. . . . . . . . . . . . . . .3
Outstanding . . . . . . . . . . . . . . . . . .4
Predecessor Debenture . . . . . . . . . . . . .4
Responsible Officer . . . . . . . . . . . . . .4
Senior Indebtedness . . . . . . . . . . . . . .4
Trustee . . . . . . . . . . . . . . . . . . . .4
Trust Indenture Act . . . . . . . . . . . . . .5

ARTICLE TWO
ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
AND EXCHANGE OF DEBENTURES

SECTION 2.01 Designation, terms, amount, authentication
and delivery of Debentures. . . . . . . . . . .5

SECTION 2.02 Form of Debentures and Trustee's certificate. .6

_______________

* This Table of Contents does not constitute part of the
Indenture and should not have any bearing upon the
interpretation of any of its terms or provisions.
<PAGE>
<PAGE>iii
Page
----

SECTION 2.03 Date and denominations of Debentures, and
provisions for payment of principal, premium
and interest. . . . . . . . . . . . . . . . . .6

SECTION 2.04 Execution of Debentures . . . . . . . . . . . .7

SECTION 2.05 Exchange of Debentures. . . . . . . . . . . . .8

(a) Registration and transfer of Debentures. .8

(b) Debentures to be accompanied by proper
instruments of transfer. . . . . . . . . .8

(d) Restrictions on transfer or exchange
at time of redemption. . . . . . . . . . .9

SECTION 2.06 Temporary Debentures. . . . . . . . . . . . . .9

SECTION 2.07 Mutilated, destroyed, lost or stolen
Debentures. . . . . . . . . . . . . . . . . . .9

SECTION 2.08 Cancellation of surrendered Debentures. . . . 10

SECTION 2.09 Provisions of Indenture and Debentures
for sole benefit of parties and
Debentureholders. . . . . . . . . . . . . . . 10

SECTION 2.10 Appointment of Authenticating Agent . . . . . 10

SECTION 2.11 Global Debenture. . . . . . . . . . . . . . . 10

ARTICLE THREE
REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption of Debentures. . . . . . . . . . . 11

SECTION 3.02 (a) Notice of redemption . . . . . . . . . . 11

(b) Selection of Debentures in case less
than all Debentures to be redeemed . . . 12

SECTION 3.03 (a) When Debentures called for redemption
become due and payable . . . . . . . . . 12

(b) Receipt of new Debenture upon partial
payment. . . . . . . . . . . . . . . . . 12

SECTION 3.04 Sinking Fund for Debentures . . . . . . . . . 12

SECTION 3.05 Satisfaction of Sinking Fund Payments
with Debentures . . . . . . . . . . . . . . . 13

SECTION 3.06 Redemption of Debentures for Sinking Fund . . 13

ARTICLE FOUR
PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01 Payment of principal of (and premium, if any)
and interest on Debentures. . . . . . . . . . 13

<PAGE>
<PAGE>iv
Page
----

SECTION 4.02 Maintenance of office or agency for payment
of Debentures, designation of office or
agency for payment, registration, transfer
and exchange of Debentures. . . . . . . . . . 13

SECTION 4.03 (a) Duties of paying agent . . . . . . . . . 13

(b) Company as paying agent. . . . . . . . . 14

SECTION 4.04 Appointment to fill vacancy in office of
Trustee . . . . . . . . . . . . . . . . . . . 14

SECTION 4.05 Restriction on consolidation, merger
or sale . . . . . . . . . . . . . . . . . . . 14

SECTION 4.06 Restriction on declaration of
dividends, etc. . . . . . . . . . . . . . . . 14

ARTICLE FIVE
DEBENTUREHOLDERS' LISTS, AND REPORTS BY THE COMPANY
AND THE TRUSTEE

SECTION 5.01 Company to furnish Trustee information as to
names and addresses of Debentureholders . . . 15

SECTION 5.02 (a) Trustee to preserve information as to
names and addresses of Debentureholders
received by it in capacity of
paying agent . . . . . . . . . . . . . . 15

(b) Trustee may destroy list of
Debentureholders on certain
conditions . . . . . . . . . . . . . . . 15

(c) Trustee to make information as to names
and addresses of Debentureholders
available to "applicants" or mail
communications to Debentureholders in
certain circumstances. . . . . . . . . . 15

(d) Procedure if Trustee elects not to
make information available
to applicants. . . . . . . . . . . . . . 15

(e) Company and Trustee not accountable
for disclosure of information. . . . . . 16

SECTION 5.03 (a) Annual and other reports to be filed
by Company with Trustee. . . . . . . . . 16

(b) Additional information and reports to
be filed with Trustee and Securities
and Exchange Commission. . . . . . . . . 16

(d) Annual Certificate to be furnished
to Trustee . . . . . . . . . . . . . . . 16

(e) Reports concerning original
issue discount . . . . . . . . . . . . . 16

SECTION 5.04 (a) Trustee to transmit annual report to
Debentureholders . . . . . . . . . . . . 16

(b) Trustee to transmit certain further
reports to Debentureholders. . . . . . . 17

<PAGE>
<PAGE>v
Page
----

ARTICLE SIX
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
UPON EVENT OF DEFAULT

SECTION 6.01 (a) Events of Default defined. . . . . . . . 18

(b) Acceleration of maturity upon Event of
Default. . . . . . . . . . . . . . . . . 18

(d) Restoration of former position and
rights upon curing default . . . . . . . 19

SECTION 6.02 (a) Covenant of Company to pay to Trustee
whole amount due on Debentures on
default in payment of interest or
principal (and premium, if any). . . . . 19

(b) Trustee may recover judgment for whole
amount due on Debentures on failure of
Company to pay . . . . . . . . . . . . . 19

(d) Rights of action and of asserting claims
may be enforced by Trustee without
possession of Debentures . . . . . . . . 20

SECTION 6.03 Application of moneys collected by Trustee. . 20

SECTION 6.04 Limitation on suits by holders of Debentures. 20

SECTION 6.05 (a) Remedies cumulative. . . . . . . . . . . 21

(b) Delay or omission in exercise of
rights not waiver of default . . . . . . 21

SECTION 6.06 Rights of holders of majority in principal
amount of Debentures to direct Trustee and
to waive defaults . . . . . . . . . . . . . . 21

SECTION 6.07 Trustee to give notice of defaults known
to it, but may withhold in certain
circumstances . . . . . . . . . . . . . . . . 21

SECTION 6.08 Requirements of an undertaking to pay
costs in certain suits under Indenture or
against Trustee . . . . . . . . . . . . . . . 22

ARTICLE SEVEN
CONCERNING THE TRUSTEE

SECTION 7.01 (a) Upon Event of Default occurring and
continuing, Trustee shall exercise
powers vested in it, and use same
degree of care and skill in their
exercise, as prudent individual
would use. . . . . . . . . . . . . . . . 22

(b) Trustee not relieved from liability
for negligence or willful misconduct
except as provided in this section . . . 22

<PAGE>
<PAGE>vi
Page
----

(1) Prior to Event of Default and after
the curing of all Events of
Default which may have occurred. . . . . 22

(i) Trustee not liable except for
performance of duties specifically
set forth. . . . . . . . . . . . . . . . 22

(ii) In absence of bad faith, Trustee may
conclusively rely on certificates or
opinions furnished it hereunder,
subject to duty to examine the same
if specifically required to be
furnished to it. . . . . . . . . . . . . 23

(2) Trustee not liable for error of
judgment made in good faith by
Responsible Officer unless Trustee
negligent. . . . . . . . . . . . . . . . 23

(3) Trustee not liable for action or
non-action in accordance with direction
of holders of majority in principal
amount of Debentures . . . . . . . . . . 23

(4) Trustee need not expend own funds
without adequate indemnity . . . . . . . 23

SECTION 7.02 Subject to provisions of Section 7.01:

(a) Trustee may rely on documents
believed genuine and properly signed or
presented. . . . . . . . . . . . . . . . 23

(b) Sufficient evidence by certain
instruments provided for . . . . . . . . 23

(d) Trustee may consult with counsel and act
on advice or Opinion of Counsel. . . . . 23

(e) Trustee may require indemnity from
Debentureholders . . . . . . . . . . . . 24

(f) Prior to Event of Default Trustee not
bound to investigate facts or
matters stated in certificates, etc.,
unless requested in writing by
Debentureholders . . . . . . . . . . . . 24

(g) Trustee not liable for actions in
good faith believed to be authorized . . 24

(h) Trustee not bound to make investigation. 24

(i) Trustee may perform duties directly or
through agents or attorneys. . . . . . . 24

(j) Application for Instructions . . . . . . 24

SECTION 7.03 (a) Trustee not liable for recitals in
Indenture or in Debentures . . . . . . . 24

(b) No representations by Trustee as to
validity of Indenture or of
Debentures . . . . . . . . . . . . . . . 24

<PAGE>
<PAGE>vii
Page
----

SECTION 7.04 Trustee, paying agent or Debenture Registrar
may own Debentures. . . . . . . . . . . . . . 25

SECTION 7.05 Moneys received by Trustee to be held in
trust without interest. . . . . . . . . . . . 25

SECTION 7.06 (a) Trustee entitled to compensation,
reimbursement and indemnity. . . . . . . 25

(b) Obligations to Trustee to be secured
by claim prior to Debentures . . . . . . 25

SECTION 7.07 Right of Trustee to rely on certificate of
officers of Company where no other
evidence specifically prescribed. . . . . . . 25

SECTION 7.08 Trustee acquiring conflicting interest to
eliminate conflict or resign. . . . . . . . . 25

SECTION 7.09 Requirements for eligibility of Trustee . . . 25

SECTION 7.10 (a) Resignation of Trustee and appointment
of successor . . . . . . . . . . . . . . 26

(b) Removal of Trustee by Company or
by court on Debentureholders'
application. . . . . . . . . . . . . . . 26

(d) Time when resignation or removal
of Trustee effective . . . . . . . . . . 27

(e) One Trustee for each series. . . . . . . 27

SECTION 7.11 (a) Acceptance by successor to Trustee . . . 27

(b) Trustee with respect to less than
all series . . . . . . . . . . . . . . . 27

(d) Successor Trustee to be qualified. . . . 27

(e) Notice of succession . . . . . . . . . . 28

SECTION 7.12 Successor to Trustee by merger, consolidation
or succession to business . . . . . . . . . . 28

SECTION 7.13 Limitations on rights of Trustee as a
creditor to obtain payment of certain claims
within four months prior to default or during
default, or to realize on property as such
creditor thereafter . . . . . . . . . . . . . 28

ARTICLE EIGHT
CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01 Evidence of action by Debentureholders. . . . 28

SECTION 8.02 Proof of execution of instruments and of
holding of Debentures . . . . . . . . . . . . 28

SECTION 8.03 Who may be deemed owners of Debentures. . . . 29

<PAGE>
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Page
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SECTION 8.04 Debentures owned by Company or controlled
or controlling companies disregarded for
certain purposes. . . . . . . . . . . . . . . 29

SECTION 8.05 Instruments executed by Debentureholders
bind future holders . . . . . . . . . . . . . 29

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01 Purposes for which supplemental indenture
may be entered into without consent of
Debentureholders. . . . . . . . . . . . . . . 29

SECTION 9.02 Modification of Indenture with consent of
Debentureholders. . . . . . . . . . . . . . . 30

SECTION 9.03 Effect of supplemental indentures . . . . . . 31

SECTION 9.04 Debentures may bear notation of changes by
supplemental indentures . . . . . . . . . . . 31

SECTION 9.05 Opinion of Counsel. . . . . . . . . . . . . . 31

ARTICLE TEN
CONSOLIDATION, MERGER AND SALE

SECTION 10.01 Consolidations or mergers of Company and
sales or conveyances of property of Company
permitted . . . . . . . . . . . . . . . . . . 31

SECTION 10.02 (a) Rights and duties of successor company . 32

(b) Appropriate changes may be made in
phraseology and form of Debentures . . . 32

(c) Company may consolidate or merge into
itself or acquire properties of other
corporations . . . . . . . . . . . . . . 32

SECTION 10.03 Opinion of Counsel. . . . . . . . . . . . . . 32

ARTICLE ELEVEN
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 11.01 Satisfaction and discharge of Indenture . . . 32

SECTION 11.02 Discharge of Company's Obligations. . . . . . 33

SECTION 11.03 Opinion of Counsel. . . . . . . . . . . . . . 33

SECTION 11.04 Application by Trustee of funds deposited
for payment of Debentures . . . . . . . . . . 33

SECTION 11.05 Repayment of moneys held by paying agent. . . 34

SECTION 11.06 Repayment of moneys held by Trustee . . . . . 34

<PAGE>
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Page
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ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01 Incorporators, stockholders, officers and
directors of Company exempt from individual
liability . . . . . . . . . . . . . . . . . . 34

ARTICLE THIRTEEN
MISCELLANEOUS PROVISIONS

SECTION 13.01 Successors and assigns of Company bound by
Indenture . . . . . . . . . . . . . . . . . . 34

SECTION 13.02 Acts of board, committee or officer of
successor company valid . . . . . . . . . . . 34

SECTION 13.03 Required notices or demands may be served
by mail . . . . . . . . . . . . . . . . . . . 34

SECTION 13.04 Indenture and Debentures to be construed
in accordance with laws of the State of
New York. . . . . . . . . . . . . . . . . . . 35

SECTION 13.05 (a) Officers' Certificate and Opinion of
Counsel to be furnished upon
applications or demands by Company . . . 35

(b) Statements to be included in each
certificate or opinion with respect to
compliance with condition or covenant. . 35

SECTION 13.06 Opinion of Counsel to be furnished upon
execution of Indenture. . . . . . . . . . . . 35

SECTION 13.07 Payments due on Sundays or holidays . . . . . 35

SECTION 13.08 Provisions required by Trust Indenture Act
of 1939 to control. . . . . . . . . . . . . . 35

SECTION 13.09 Indenture may be executed in counterparts . . 35

SECTION 13.10 Separability of Indenture provisions. . . . . 35

SECTION 13.11 Assignment by Company to subsidiary . . . . . 36

ARTICLE FOURTEEN
SUBORDINATION OF DEBENTURES

SECTION 14.01 Agreement of Subordination. . . . . . . . . . 36

SECTION 14.02 Limitations on payments to Debentureholders . 36

SECTION 14.03 Payments in bankruptcy. . . . . . . . . . . . 36

SECTION 14.04 Subrogation of Debentures . . . . . . . . . . 37

SECTION 14.05 Authorization by Debentureholders . . . . . . 38

SECTION 14.06 Notice to Trustee . . . . . . . . . . . . . . 38

SECTION 14.07 Trustee's relation to Senior Indebtedness . . 39

<PAGE>
<PAGE>x
Page
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SECTION 14.08 Acts of holders of Senior Indebtedness. . . . 39

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . . 40

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . .39

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . .40

ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . .40<PAGE>
<PAGE>1
THIS INDENTURE, dated as of the _____ day of ____________,
1994, between PACIFICORP, a corporation duly organized and
existing under the laws of the state of Oregon (hereinafter
sometimes referred to as the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation organized and existing
under the laws of the State of New York, as trustee
(hereinafter sometimes referred to as the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company
has duly authorized the execution and delivery of this
Indenture to provide for the issuance of debentures
(hereinafter referred to as the "Debentures"), in an unlimited
aggregate principal amount to be issued from time to time in
one or more series as in this Indenture provided as registered
Debentures without coupons, to be authenticated by the
certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which
the Debentures are to be authenticated, issued and delivered,
the Company has duly authorized the execution of this
Indenture;

WHEREAS, the Debentures and the certificate of
authentication to be borne by the Debentures (the "Certificate
of Authentication") are to be substantially in such forms as
may be approved by the Board of Directors (as defined below) or
set forth in any indenture supplemental to this Indenture; and

WHEREAS, all acts and things necessary to make the
Debentures issued pursuant hereto, when executed by the Company
and authenticated and delivered by the Trustee as in this
Indenture provided, the valid, binding and legal obligations of
the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and
performed or will be done and performed prior to the issuance
of such Debentures, and the execution of this Indenture and the
issuance hereunder of the Debentures have been or will be prior
to issuance in all respects duly authorized, and the Company,
in the exercise of the legal right and power in it vested,
executes this Indenture and proposes to make, execute, issue
and deliver the Debentures;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon
which the Debentures are and are to be authenticated, issued
and delivered, and in consideration of the premises, of the
purchase and acceptance of the Debentures by the holders
thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt
whereof is hereby acknowledged, the Company covenants and
agrees with the Trustee, for the equal and proportionate
benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Debentures, without
any discrimination, preference or priority of any one Debenture
over any other by reason of priority in the time of issue, sale
or negotiation thereof, or otherwise, except as provided
herein, as follows:

ARTICLE ONE
Definitions

SECTION 1.01. The terms defined in this Section (except
as in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture,
any resolution of the Board of Directors of the Company and of
any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in
this Indenture which are defined in the Trust Indenture Act of
1939, as amended, or which are by reference in such Act defined
in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force
at the date of the execution of this instrument.

Authenticating Agent:

The term "Authenticating Agent" means an authenticating agent
with respect to all or any of the series of Debentures, as the
case may be, appointed with respect to all or any series of the
Debentures, as the case may be, by the Trustee pursuant to
section 2.10.

<PAGE>
<PAGE>2
Board of Directors:

The term "Board of Directors" shall mean the Board of Directors
of the Company, or any committee of such Board duly authorized
to act on behalf thereof hereunder.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such
certification.

Business day:

The term "business day", with respect to any series of
Debentures, shall mean any day other than a day on which
banking institutions in the Borough of Manhattan, the City and
State of New York, are authorized to close.

Certificate:

The term "Certificate" shall mean a certificate signed by the
principal executive officer, the principal financial officer or
the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section
13.05.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the
date of the execution of this Indenture is located at 101
Barclay Street, New York, NY 10286, Attention: Corporate Trust
Trustee Administration.

Company:

The term "Company" shall mean PacifiCorp, a corporation duly
organized and existing under the laws of the State of Oregon,
and, subject to the provisions of Article Ten, shall also
include its successors and assigns.

Debenture or Debentures:

The term "Debenture" or "Debentures" shall mean any Debenture
or Debentures, as the case may be, authenticated and delivered
under this Indenture.

Debentureholder:

The term "Debentureholder", "holder of Debentures", "registered
holder", or other similar term, shall mean the person or
persons in whose name or names a particular Debenture shall be
registered on the books of the Company kept for that purpose in
accordance with the terms of this Indenture.

Default:

The term "default" shall mean any event, act or condition which
with notice or lapse of time, or both, would constitute an
Event of Default.

Depository:

The term "Depository" shall mean, with respect to Debentures of
any series, for which the Company shall determine that such
Debentures will be issued as a Global Debenture, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing <PAGE>
<PAGE>3
agency under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), or other applicable statute or
regulation, which, in each case, shall be designated by the
Company pursuant to either Section 2.01 or 2.11.

Event of Default:

The term "Event of Default" with respect to Debentures of a
particular series shall mean any event specified in Section
6.01, continued for the period of time, if any, therein
designated.

Global Debenture:

The term "Global Debenture" shall mean, with respect to any
series of Debentures, a Debenture executed by the Company and
delivered by the Trustee to the Depository or pursuant to the
Depository's instruction, all in accordance with the Indenture,
which shall be registered in the name of the Depository or its
nominee.

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that
are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder
of such depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of
the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depository receipt.

Indenture:

The term "Indenture" shall mean this instrument as originally
executed, or, if amended or supplemented as herein provided, as
so amended or supplemented.

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any
installment of interest on a Debenture of a particular series
shall mean the date specified in such Debenture or in a Board
Resolution or in an indenture supplemental hereto with respect
to such series as the fixed date on which an installment of
interest with respect to Debentures of that series is due and
payable.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate
signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary
of the Company. Each such certificate shall include the
statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be counsel for the Company,
reasonably acceptable to the Trustee. Each such opinion shall
include the statements provided for in Section 13.05, if and to
the extent required by the provisions thereof.

<PAGE>
<PAGE>4
Outstanding:

The term "outstanding", when used with reference to Debentures
of any series, shall, subject to the provisions of Section
8.04, mean, as of any particular time, all Debentures of that
series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Debentures theretofore
canceled by the Trustee or any paying agent, or delivered to
the Trustee or any paying agent for cancellation or which have
previously been canceled; (b) Debentures or portions thereof
for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in
trust by the Company (if the Company shall act as its own
paying agent); provided, however, that if such Debentures or
portions of such Debentures are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been
given as in Article Three provided, or provision satisfactory
to the Trustee shall have been made for giving such notice;
(c) Debentures in lieu of or in substitution for which other
Debentures shall have been authenticated and delivered pursuant
to the terms of Section 2.07; and (d) Debentures paid pursuant
to Section 2.07.

Predecessor Debenture:

The term "Predecessor Debenture" of any particular Debenture
shall mean every previous Debenture evidencing all or a portion
of the same debt as that evidenced by such particular
Debenture; and, for the purposes of this definition, any
Debenture authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Debenture shall be deemed
to evidence the same debt as the lost, destroyed or stolen
Debenture.

Responsible Officer:

The term "Responsible Officer" when used with respect to the
Trustee shall mean the chairman of the board of directors, the
president, any vice president, the secretary, the treasurer,
any trust officer, any corporate trust officer or any other
officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons
who at the time shall be such officers, respectively, or to
whom any corporate trust matter is referred because of his or
her knowledge of and familiarity with the particular subject.

Senior Indebtedness:

The term "Senior Indebtedness" of the Company shall mean the
principal of and premium, if any, and interest on and any other
payment due pursuant to any of the following, whether
outstanding at the date of execution of this Indenture or
thereafter incurred, created or assumed: (a) all indebtedness
of the Company evidenced by notes, debentures, bonds or other
securities sold by the Company for money, (b) all indebtedness
of others of the kinds described in the preceding clause (a)
assumed by or guaranteed in any manner by the Company or in
effect guaranteed by the Company through an agreement to
purchase, contingent or otherwise, and (c) all renewals,
extensions or refundings of indebtedness of the kinds described
in either of the preceding clauses (a) and (b) unless, in the
case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or
the assumption or guarantee of the same expressly provides that
such indebtedness, renewal, extension or refunding is not
superior in right of payment to or is pari passu with the
Debentures.

Trustee:

The term "Trustee" shall mean The Bank of New York and, subject
to the provisions of Article Seven, shall also include its
successors and assigns, and, if at any time there is more than
one person acting in such capacity hereunder, "Trustee" shall
mean each such person. The term "Trustee" as used with respect
to a particular series of the Debentures shall mean the trustee
with respect to that series.

<PAGE>
<PAGE>5
Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of
Sections 9.01, 9.02, and 10.01, shall mean the Trust Indenture
Act of 1939, as amended and in effect at the date of execution
of this Indenture.

ARTICLE TWO
Issue, Description, Terms, Execution,
Registration and Exchange of Debentures

SECTION 2.01. The aggregate principal amount of
Debentures which may be authenticated and delivered under this
Indenture is unlimited.

The Debentures may be issued in one or more series up to
the aggregate principal amount of Debentures of that series
from time to time authorized by or pursuant to a Board
Resolution or pursuant to one or more indentures supplemental
hereto, prior to the initial issuance of Debentures of a
particular series. Prior to the initial issuance of Debentures
of any series, there shall be established in or pursuant to a
Board Resolution delivered to the Trustee, and set forth in an
Officers' Certificate delivered to the Trustee, or established
in one or more indentures supplemental hereto:

(1) the title of the Debentures of the series (which
shall distinguish the Debentures of such series from all
other Debentures);

(2) any limit upon the aggregate principal amount of
the Debentures of that series which may be authenticated
and delivered under this Indenture (except for Debentures
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Debentures of
such series);

(3) the date or dates on which the principal of the
Debentures of such series is payable;

(4) the rate or rates at which the Debentures of
such series shall bear interest or the manner of
calculation of such rate or rates, if any;

(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such
Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on
any such Interest Payment Dates;

(6) the right, if any, to extend the interest
payment periods and the duration of such extension;

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which,
Debentures of such series may be redeemed, in whole or in
part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem
or purchase Debentures of such series pursuant to any
sinking fund or analogous provisions (including payments
made in cash in anticipation of future sinking fund
obligations) or at the option of a holder thereof and the
period or periods within which, the price or prices at
which, and the terms and conditions upon which, Debentures
of such series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

(9) the form of the Debentures of such series
including the form of the Certificate of Authentication
for such series;

(10) if other than denominations of $25 or any
integral multiple thereof, the denominations in which such
Debentures of the series shall be issuable;

<PAGE>
<PAGE>6
(11) any and all other terms with respect to such
series (which terms shall not be inconsistent with the
terms of this Indenture); and

(12) whether the Debentures are issuable as a Global
Debenture and, in such case, the identity of the
Depository for such series.

All Debentures of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in
any indentures supplemental hereto.

If any of the terms of such series are established by
action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

SECTION 2.02. The Debentures of any series and the
Certificate of Authentication to be borne by such Debentures
shall be substantially of the tenor and purport as set forth in
one or more indentures supplemental hereto or as provided in a
Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may
deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply
with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which Debentures of that series may be listed, or to conform to
usage.

SECTION 2.03. The Debentures shall be issuable as
registered Debentures and in denominations of $25 or any
integral multiple thereof, subject to Section 2.01(10). The
Debentures of a particular series shall bear interest payable
on the dates and at the rate or rates specified with respect to
that series. The principal of and the interest on the
Debentures of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable
in the coin or currency of the United States of America which
at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City and State of New York. Each
Debenture shall be dated the date of its authentication.
Interest on the Debentures shall be computed on the basis of a
360-day year composed of twelve 30-day months.

The interest installment on any Debenture which is
payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Debentures of that series shall be
paid to the person in whose name said Debenture (or one or more
Predecessor Debentures) is registered at the close of business
on the regular record date for such interest installment. In
the event that any Debenture of a particular series or portion
thereof is called for redemption and the redemption date is
subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date,
interest on such Debenture will be paid upon presentation and
surrender of such Debenture as provided in Section 3.03.

Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment
Date for Debentures of the same series (herein called
"Defaulted Interest") shall forthwith cease to be payable to
the registered holder on the relevant regular record date by
virtue of having been such holder; and such Defaulted Interest
shall be paid by the Company, at its election, as provided in
clause (1) or clause (2) below:

(1) The Company may make payment of any Defaulted
Interest on Debentures to the persons in whose names such
Debentures (or their respective Predecessor Debentures)
are registered at the close of business on a special
record date for the payment of such Defaulted Interest,
which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such
Debenture and the date of the proposed payment, and at the
same time the Company shall <PAGE>
<PAGE>7
deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in
trust for the benefit of the persons entitled to such
Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall not be more
than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of
such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid,
to each Debentureholder at his or her address as it
appears in the Debenture Register (as hereinafter
defined), not less than 10 days prior to such special
record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest
shall be paid to the persons in whose names such
Debentures (or their respective Predecessor Debentures)
are registered on such special record date and shall be no
longer payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on any Debentures in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which such Debentures may be listed, and upon
such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.

Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of
any series of Debentures pursuant to Section 2.01 hereof, the
term "regular record date" as used in this Section with respect
to a series of Debentures with respect to any Interest Payment
Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the
first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof
shall occur, if such Interest Payment Date is the fifteenth day
of a month, whether or not such date is a business day.

Subject to the foregoing provisions of this Section, each
Debenture of a series delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other
Debenture of such series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such
other Debenture.

SECTION 2.04. The Debentures shall, subject to the
provisions of Section 2.06, be printed on steel engraved
borders or fully or partially engraved, or legibly typed, as
the proper officers of the Company may determine, and shall be
signed on behalf of the Company by its President or one of its
Vice Presidents, under its corporate seal attested by its
Secretary or one of its Assistant Secretaries. The signature
of the President or a Vice President and/or the signature of
the Secretary or an Assistant Secretary in attestation of the
corporate seal, upon the Debentures, may be in the form of a
facsimile signature of a present or any future President or
Vice President and of a present or any future Secretary or
Assistant Secretary and may be imprinted or otherwise
reproduced on the Debentures and for that purpose the Company
may use the facsimile signature of any person who shall have
been a President or Vice President, or of any person who shall
have been a Secretary or Assistant Secretary, notwithstanding
the fact that at the time the Debentures shall be authenticated
and delivered or disposed of such person shall have ceased to
be the President or a Vice President, or the Secretary or an
Assistant Secretary, of the Company, as the case may be. The
seal of the Company may be in the form of a facsimile of the
seal of the Company and may be impressed, affixed, imprinted or
otherwise reproduced on the Debentures.

Only such Debentures as shall bear thereon a Certificate
of Authentication substantially in the form established for
such Debentures, executed manually by an authorized signatory
of the <PAGE>
<PAGE>8
Trustee, or by any Authenticating Agent with respect to such
Debentures, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate
executed by the Trustee, or by any Authenticating Agent
appointed by the Trustee with respect to such Debentures, upon
any Debenture executed by the Company shall be conclusive
evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debentures
of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company
for the authentication and delivery of such Debentures, signed
by its President or any Vice President and its Treasurer or any
Assistant Treasurer, and the Trustee in accordance with such
written order shall authenticate and deliver such Debentures.

In authenticating such Debentures and accepting the
additional responsibilities under this Indenture in relation to
such Debentures, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying
upon, (i) an Opinion of Counsel and (ii) an Officers'
Certificate, each stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture. Each Opinion of Counsel and Officers' Certificate
delivered pursuant to this Section 2.04 shall include all
statements prescribed by Section 13.05(b) hereof.

The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this
Indenture will, in the good faith judgment of the Trustee,
affect the Trustee's own rights, duties or immunities under the
Debentures and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

SECTION 2.05. (a) Debentures of any series may be
exchanged upon presentation thereof at the office or agency of
the Company designated for such purpose in the Borough of
Manhattan, the City and State of New York, for other Debentures
of such series of authorized denominations, and for a like
aggregate principal amount, upon payment of a sum sufficient to
cover any tax or other governmental charge in relation thereto,
all as provided in this Section. In respect of any Debentures
so surrendered for exchange, the Company shall execute, the
Trustee shall authenticate and such office or agency shall
deliver in exchange therefor the Debenture or Debentures of the
same series which the Debentureholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously
outstanding.

(b) The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of
Manhattan, the City and State of New York, or such other
location designated by the Company, a register or registers
(herein referred to as the "Debenture Register") in which,
subject to such reasonable regulations as it may prescribe, the
Company shall register the Debentures and the transfers of
Debentures as in this Article provided and which at all
reasonable times shall be open for inspection by the Trustee.
The registrar for the purpose of registering Debentures and
transfer of Debentures as herein provided shall be appointed as
authorized by Board Resolution (the "Debenture Registrar").

Upon surrender for transfer of any Debenture at the office
or agency of the Company designated for such purpose in the
Borough of Manhattan, the City and State of New York, the
Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in the name of the transferee or
transferees a new Debenture or Debentures of the same series as
the Debenture presented for a like aggregate principal amount.

All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be
accompanied (if so required by the Company or the Debenture
Registrar) by a written instrument or instruments of transfer,
in form satisfactory to the Company and the Debenture
Registrar, duly executed by the registered holder or by his
duly authorized attorney in writing.

<PAGE>
<PAGE>9
(c) Except as provided in the first paragraph of Section
2.07, no service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new
Debentures in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other
than exchanges pursuant to Section 2.06, the second paragraph
of Section 3.03 and Section 9.04 not involving any transfer.

(d) The Company shall neither be required (i) to issue,
exchange or register the transfer of any Debentures of any
series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of
less than all the outstanding Debentures of the same series and
ending at the close of business on the day of such mailing, nor
(ii) to register the transfer of or exchange any Debentures of
any series or portions thereof called for redemption. The
provisions of this Section 2.05 are, with respect to any Global
Debenture, subject to Section 2.11 hereof.

SECTION 2.06. Pending the preparation of definitive
Debentures of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Debentures
(printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive
Debentures in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for
temporary Debentures, all as may be determined by the Company.
Every temporary Debenture of any series shall be executed by
the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like
effect, as the definitive Debentures of such series in
accordance with the terms of Section 2.04 hereof. Without
unnecessary delay the Company will execute and will furnish
definitive Debentures of such series and thereupon any or all
temporary Debentures of such series may be surrendered in
exchange therefor (without charge to the holders), at the
office or agency of the Company designated for the purpose in
the Borough of Manhattan, the City and State of New York, and
the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Debentures an equal
aggregate principal amount of definitive Debentures of such
series, unless the Company advises the Trustee to the effect
that definitive Debentures need not be executed and furnished
until further notice from the Company. Until so exchanged, the
temporary Debentures of such series shall be entitled to the
same benefits under this Indenture as definitive Debentures of
such series authenticated and delivered hereunder.

SECTION 2.07. In case any temporary or definitive
Debenture shall become mutilated or be destroyed, lost or
stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Debenture of
the same series bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture
so destroyed, lost or stolen. In every case the applicant for
a substituted Debenture shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of the applicant's Debenture
and of the ownership thereof. The Trustee may authenticate any
such substituted Debenture and deliver the same upon the
written order of the Company. Upon the issuance of any
substituted Debenture, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected
therewith. In case any Debenture which has matured or is about
to mature shall become mutilated or be destroyed, lost or
stolen, the Company may, instead of issuing a substitute
Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture)
if the applicant for such payment shall furnish to the Company
and to the Trustee such security or indemnity as they may
require to save them harmless, and, in case of destruction,
loss or theft, evidence to the satisfaction of the Company and
the Trustee of the destruction, loss or theft of such Debenture
and of the ownership thereof.

Every Debenture issued pursuant to the provisions of this
Section in substitution for any Debenture which is mutilated,
destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Debenture shall <PAGE>
<PAGE>10
be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debentures of the same
series duly issued hereunder. All Debentures shall be held and
owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debentures, and shall
preclude (to the extent lawful) any and all other rights or
remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.

SECTION 2.08. All Debentures surrendered for the purpose
of payment, redemption, exchange or registration of transfer
shall, if surrendered to the Company or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be canceled by it, and no Debentures
shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On
request of the Company, the Trustee shall deliver to the
Company canceled Debentures held by the Trustee. In the
absence of such request the Trustee may dispose of canceled
Debentures in accordance with its standard procedures. If the
Company shall otherwise acquire any of the Debentures, however,
such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Debentures
unless and until the same are delivered to the Trustee for
cancellation.

SECTION 2.09. Nothing in this Indenture or in the
Debentures, express or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties
hereto and the holders of the Debentures, any legal or
equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein
contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders
of the Debentures.

SECTION 2.10. So long as any of the Debentures of any
series remain outstanding there may be an Authenticating Agent
for any or all such series of Debentures which the Trustee
shall have the right to appoint. Said Authenticating Agent
shall be authorized to act on behalf of the Trustee to
authenticate Debentures of such series issued upon exchange,
transfer or partial redemption thereof, and Debentures so
authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Debentures of any
series by the Trustee shall be deemed to include authentication
by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section
2.07 hereof. Each Authenticating Agent shall be acceptable to
the Company and shall be a corporation which has a combined
capital and surplus, as most recently reported or determined by
it, of 50 million dollars, and which is otherwise authorized
under such laws to conduct a trust business and is subject to
supervision or examination by Federal or State authorities. If
at any time any Authenticating Agent shall cease to be eligible
in accordance with these provisions, it shall resign
immediately.

Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the
Company. The Trustee may at any time (and upon request by the
Company shall) terminate the agency of any Authenticating Agent
by giving written notice of termination to such Authenticating
Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the
Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent,
upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its
predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.

SECTION 2.11. (a) If the Company shall establish pursuant
to Section 2.01 that the Debentures of a particular series are
to be issued as a Global Debenture, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Debenture which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding
Debentures of such series, (ii) shall be registered in the name
of the Depository or its nominee, (iii) shall be delivered by
the Trustee to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the
following <PAGE>
<PAGE>11
effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Debenture may be transferred, in whole but not
in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository."

(b) Notwithstanding the provisions of Section 2.05, the
Global Debenture of a series may be transferred, in whole but
not in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by
the Company or to a nominee of such successor Depository.

(c) If at any time the Depository for a series of
Debentures notifies the Company that it is unwilling or unable
to continue as Depository for such series or if at any time the
Depository for such series shall no longer be registered or in
good standing under the Exchange Act or other applicable
statute or regulation and a successor Depository for such
series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.11 shall no
longer be applicable to the Debentures of such series and the
Company will execute and, subject to Section 2.05, the Trustee
will authenticate and deliver Debentures of such series in
definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to
the principal amount of the Global Debenture of such series in
exchange for such Global Debenture. In addition, the Company
may at any time determine that the Debentures of any series
shall no longer be represented by a Global Debenture and that
the provisions of this Section 2.11 shall no longer apply to
the Debentures of such series. In such event the Company will
execute and, subject to Section 2.05, the Trustee, upon receipt
of an Officers' Certificate evidencing such determination by
the Company, will authenticate and deliver Debentures of such
series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Debenture of such
series in exchange for such Global Debenture. Upon the
exchange of the Global Debenture for such Debentures in
definitive registered form without coupons, in authorized
denominations, the Global Debenture shall be canceled by the
Trustee. Such Debentures in definitive registered form issued
in exchange for the Global Debenture pursuant to this Section
2.11(c) shall be registered in such names and in such
authorized denominations as the Depository, pursuant to
instructions from its direct or indirect participants or
otherwise, shall instruct the Debenture Registrar. The Trustee
shall deliver such Debentures to the Depository for delivery to
the persons in whose names such Debentures are so registered.

ARTICLE THREE
Redemption of Debentures and Sinking Fund Provisions

SECTION 3.01. The Company may redeem the Debentures of any
series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant
to Section 2.01 hereof.

SECTION 3.02. (a) In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a
portion of the Debentures of any series in accordance with the
right reserved so to do, it shall give notice of such
redemption to holders of the Debentures of such series to be
redeemed by mailing, first class postage prepaid, a notice of
such redemption not less than 30 days and not more than 60 days
before the date fixed for redemption of that series to such
holders at their last addresses as they shall appear upon the
Debenture Register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been
duly given, whether or not the registered holder receives the
notice. In any case, failure duly to give such notice to the
holder of any Debenture of any series designated for redemption
in whole or in part, or any defect in the notice, shall not
affect the validity of the proceedings for the redemption of
any other Debentures of such series or any other series. In
the case of any redemption of Debentures prior to the
expiration of any restriction on such redemption provided in
the terms of such Debentures or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.

Each such notice of redemption shall specify the date
fixed for redemption and the redemption price at which
Debentures of that series are to be redeemed, and shall state
that payment of the <PAGE>
<PAGE>12
redemption price of such Debentures to be redeemed will be made
at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation
and surrender of such Debentures, that interest accrued to the
date fixed for redemption will be paid as specified in said
notice, that from and after said date interest will cease to
accrue, and that the redemption is for a sinking fund, if such
is the case. If less than all the Debentures of a series are
to be redeemed, the notice to the holders of Debentures of that
series to be redeemed shall specify the particular Debentures
to be so redeemed. In case any Debenture is to be redeemed in
part only, the notice which relates to such Debenture shall
state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption
date, upon surrender of such Debenture, a new Debenture or
Debentures of such series in principal amount equal to the
unredeemed portion thereof will be issued.

(b) The Company shall give the Trustee at least 45 days'
notice in advance of the date fixed for redemption (unless
shorter notice shall be required by the Trustee) as to the
aggregate principal amount of Debentures of the series to be
redeemed, and thereupon the Trustee shall select, by lot or in
such other manner as it shall deem appropriate and fair in its
discretion and which may provide for the selection of a portion
or portions (equal to $25 or any integral multiple thereof) of
the principal amount of such Debentures of a denomination
larger than $25, the Debentures to be redeemed and shall
thereafter promptly notify the Company in writing of the
numbers of the Debentures to be redeemed.

The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its President
or any Vice President, instruct the Trustee or any paying agent
to call all or any part of the Debentures of a particular
series for redemption and to give notice of redemption in the
manner set forth in this Section, such notice to be in the name
of the Company or its own name as the Trustee or such paying
agent may deem advisable. In any case in which notice of
redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to,
or permit to remain with, the Trustee or such paying agent, as
the case may be, such Debenture Register, transfer books or
other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give
any notice by mail that may be required under the provisions of
this Section.

SECTION 3.03. (a) If the giving of notice of redemption
shall have been completed as above provided, the Debentures or
portions of Debentures of the series to be redeemed specified
in such notice shall become due and payable on the date and at
the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for
redemption, and interest on such Debentures or portions of
Debentures shall cease to accrue on and after the date fixed
for redemption, unless the Company shall default in the payment
of such redemption price and accrued interest with respect to
any such Debenture or portion thereof. On presentation and
surrender of such Debentures on or after the date fixed for
redemption at the place of payment specified in the notice,
said Debentures shall be paid and redeemed at the applicable
redemption price for such series, together with interest
accrued thereon to the date fixed for redemption (but if the
date fixed for redemption is an interest payment date, the
interest installment payable on such date shall be payable to
the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

(b) Upon presentation of any Debenture of such series
which is to be redeemed in part only, the Company shall execute
and the Trustee shall authenticate and the office or agency
where the Debenture is presented shall deliver to the holder
thereof, at the expense of the Company, a new Debenture or
Debentures of the same series, of authorized denominations in
principal amount equal to the unredeemed portion of the
Debenture so presented.

SECTION 3.04. The provisions of Sections 3.04, 3.05 and
3.06 shall be applicable to any sinking fund for the retirement
of Debentures of a series, except as otherwise specified as
contemplated by Section 2.01 for Debentures of such series.

The minimum amount of any sinking fund payment provided
for by the terms of Debentures of any series is herein referred
to as a "mandatory sinking fund payment", and any payment in
excess <PAGE>
<PAGE>13
of such minimum amount provided for by the terms of Debentures
of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Debentures of
any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking
fund payment shall be applied to the redemption of Debentures
of any series as provided for by the terms of Debentures of
such series.

SECTION 3.05. The Company (i) may deliver Outstanding
Debentures of a series (other than any previously called for
redemption) and (ii) may apply as a credit Debentures of a
series which have been redeemed either at the election of the
Company pursuant to the terms of such Debentures or through the
application of permitted optional sinking fund payments
pursuant to the terms of such Debentures, in each case in
satisfaction of all or any part of any sinking fund payment
with respect to the Debentures of such series required to be
made pursuant to the terms of such Debentures as provided for
by the terms of such series; provided that such Debentures have
not been previously so credited. Such Debentures shall be
received and credited for such purpose by the Trustee at the
redemption price specified in such Debentures for redemption
through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

SECTION 3.06. Not less than 45 days prior to each sinking
fund payment date for any series of Debentures, the Company
will deliver to the Trustee an Officers' Certificate specifying
the amount of the next ensuing sinking fund payment for that
series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by delivering and
crediting Debentures of that series pursuant to Section 3.05
and the basis for such credit and will, together with such
Officers' Certificate, deliver to the Trustee any Debentures to
be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the
Debentures to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the
redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 3.02.
Such notice having been duly given, the redemption of such
Debentures shall be made upon the terms and in the manner
stated in Section 3.03.

ARTICLE FOUR
Particular Covenants of the Company

The Company covenants and agrees for each series of the
Debentures as follows:

SECTION 4.01. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and
interest on the Debentures of that series at the time and place
and in the manner provided herein and established with respect
to such Debentures.

SECTION 4.02. So long as any series of the Debentures
remains outstanding, the Company agrees to maintain an office
or agency in the Borough of Manhattan, the City and State of
New York, with respect to each such series and at such other
location or locations as may be designated as provided in this
Section 4.02, where (i) Debentures of that series may be
presented for payment, (ii) Debentures of that series may be
presented as hereinabove authorized for registration of
transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Debentures of that series and
this Indenture may be given or served, such designation to
continue with respect to such office or agency until the
Company shall, by written notice signed by its President or a
Vice President and delivered to the Trustee, designate some
other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to
receive all such presentations, notices and demands.

SECTION 4.03. (a) If the Company shall appoint one or
more paying agents for all or any series of the Debentures,
other than the Trustee, the Company will cause each such paying
agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the
provisions of this Section:

<PAGE>
<PAGE>14
(1) that it will hold all sums held by it as such
agent for the payment of the principal of (and premium, if
any) or interest on the Debentures of that series (whether
such sums have been paid to it by the Company or by any
other obligor of such Debentures) in trust for the benefit
of the persons entitled thereto;

(2) that it will give the Trustee notice of any
failure by the Company (or by any other obligor of such
Debentures) to make any payment of the principal of (and
premium, if any) or interest on the Debentures of that
series when the same shall be due and payable;

(3) that it will, at any time during the continuance
of any failure referred to in the preceding paragraph
(a)(2) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by
such paying agent; and

(4) that it will perform all other duties of paying
agent as set forth in this Indenture.

(b) If the Company shall act as its own paying agent with
respect to any series of the Debentures, it will on or before
each due date of the principal of (and premium, if any) or
interest on Debentures of that series, set aside, segregate and
hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Debentures of that series until
such sums shall be paid to such persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of
such action, or any failure (by it or any other obligor on such
Debentures) to take such action. Whenever the Company shall
have one or more paying agents for any series of Debentures, it
will, prior to each due date of the principal of (and premium,
if any) or interest on any Debentures of that series, deposit
with the paying agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to
be held in trust for the benefit of the persons entitled to
such principal, premium or interest, and (unless such paying
agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

(c) Anything in this Section to the contrary
notwithstanding, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of
Section 11.06, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying
agent to pay, to the Trustee all sums held in trust by the
Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which
such sums were held by the Company or such paying agent; and,
upon such payment by any paying agent to the Trustee, such
paying agent shall be released from all further liability with
respect to such sums.

SECTION 4.04. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.

SECTION 4.05. The Company will not, while any of the
Debentures remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially
all of its property to any other company unless the provisions
of Article Ten hereof are complied with.

SECTION 4.06. The Company will not declare or pay any
dividend on, or redeem, purchase, acquire or make a
distribution or liquidation payment with respect to, any of its
capital stock if at such time (i) there shall have occurred any
event that would, with the giving of notice or the passage of
time, or both, constitute an Event of Default under the
Indenture, or (ii) the Company shall have given notice of its
selection of an extended interest payment period as provided in
the Indenture and such period, or any extension thereof, shall
be continuing.

<PAGE>
<PAGE>15
ARTICLE FIVE
Debentureholders' Lists and Reports by the Company
and the Trustee

SECTION 5.01. The Company will furnish or cause to be
furnished to the Trustee (a) on a monthly basis on each regular
record date (as defined in Section 2.03) a list, in such form
as the Trustee may reasonably require, of the names and
addresses of the holders of each series of Debentures as of
such regular record date, provided, that the Company shall not
be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and
(b) at such other times as the Trustee may request in writing
within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;
provided, however, no such list need be furnished for any
series for which the Trustee shall be the Debenture Registrar.

SECTION 5.02. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Debentures
contained in the most recent list furnished to it as provided
in Section 5.01 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as Debenture
Registrar (if acting in such capacity).

(b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so
furnished.

(c) In case three or more holders of Debentures of a
series (hereinafter referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable
proof that each such applicant has owned a Debenture for a
period of at least six months preceding the date of such
application, and such application states that the applicants
desire to communicate with other holders of Debentures of such
series or holders of all Debentures with respect to their
rights under this Indenture or under such Debentures, and is
accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then
the Trustee shall, within five business days after the receipt
of such application, at its election, either:

(1) afford to such applicants access to the
information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of
Section 5.02; or

(2) inform such applicants as to the approximate
number of holders of Debentures of such series or of all
Debentures, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee, in accordance with the provisions of subsection
(a) of Section 5.02, and as to the approximate cost of
mailing to such Debentureholders the form of proxy or
other communication, if any, specified in such
application.

(d) If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each holder of
such series or of all Debentures, as the case may be, whose
name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of
subsection (a) of Section 5.01, a copy of the form of proxy or
other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within
five days after such tender, the Trustee shall mail to such
applicants and file with the Securities and Exchange Commission
(the "Commission"), together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best
interests of the holders of Debentures of such series or of all
Debentures, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after
notice and opportunity for hearing, <PAGE>
<PAGE>16
that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of
such material to all such Debentureholders with reasonable
promptness after the entry of such order and the renewal of
such tender; otherwise, the Trustee shall be relieved of any
obligation or duty to such applicants respecting their
application.

(e) Each and every holder of the Debentures, by receiving
and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any paying agent
nor any Debenture Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and
addresses of the holders of Debentures in accordance with the
provisions of subsection (c) of this Section, regardless of the
source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (c).

SECTION 5.03. (a) The Company covenants and agrees to
file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as
the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such
sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time
to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, in respect
of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules
and regulations.

(b) The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect
to compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to
time by such rules and regulations. Delivery of such reports,
documents and information to the Trustee under this subsection
(b) and subsection (a) of Section 5.03 is for informational
purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained
therein or determinable from information contained therein,
including the Company's compliance with any of the covenants
hereunder.

(c) The Company covenants and agrees to transmit by mail,
first class postage prepaid, or reputable over-night delivery
service which provides for evidence of receipt, to the
Debentureholders, as their names and addresses appear upon the
Debenture Register, within 30 days after the filing thereof
with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the
Commission.

(d) The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any
of the Debentures are outstanding, or on or before such other
day in each calendar year as the Company and the Trustee may
from time to time agree upon, a Certificate as to his or her
knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided
under this Indenture.

(e) The Company covenants and agrees, during any calendar
year in which original issue discount has accrued on
Outstanding Debentures, to file with the Trustee promptly at
the end of each such calendar year a written notice specifying
the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Debentures as of
the end of such year.

SECTION 5.04. (a) On or before July 15 in each year in
which any of the Debentures are outstanding, the Trustee shall
transmit by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the
Debenture Register, a brief report dated as of the preceding
May 15, with respect to any of the following events which may
have occurred within the <PAGE>
<PAGE>17
previous twelve months (but if no such event has occurred
within such period no report need be transmitted):

(1) any change to its eligibility under Section
7.09, and its qualifications under Section 7.08;

(2) the creation of or any material change to a
relationship specified in paragraphs (1) through (10) of
subsection (c) of Section 7.08;

(3) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and
for the reimbursement of which it claims or may claim a
lien or charge, prior to that of the Debentures, on any
property or funds held or collected by it as Trustee if
such advances so remaining unpaid aggregate more than 1/2
of 1% of the principal amount of the Debentures
outstanding on the date of such report;

(4) any change to the amount, interest rate, and
maturity date of all other indebtedness owing by the
Company, or by any other obligor on the Debentures, to the
Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as
collateral security therefor, except any indebtedness
based upon a creditor relationship arising in any manner
described in paragraphs (2), (3), (4), or (6) of
subsection (b) of Section 7.13;

(5) any change to the property and funds, if any,
physically in the possession of the Trustee as such on the
date of such report;

(6) any release, or release and substitution, of
property subject to the lien, if any, of this Indenture
(and the consideration thereof, if any) which it has not
previously reported;

(7) any additional issue of Debentures which the
Trustee has not previously reported; and

(8) any action taken by the Trustee in the
performance of its duties under this Indenture which it
has not previously reported and which in its opinion
materially affects the Debentures or the Debentures of any
series, except any action in respect of a default, notice
of which has been or is to be withheld by it in accordance
with the provisions of Section 6.07.

(b) The Trustee shall transmit by mail, first class
postage prepaid, to the Debentureholders, as their names and
addresses appear upon the Debenture Register, a brief report
with respect to the character and amount of any advances (and
if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee as such
since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section (or if no such
report has yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or
may claim a lien or charge prior to that of the Debentures of
any series on property or funds held or collected by it as
Trustee, and which it has not previously reported pursuant to
this subsection if such advances remaining unpaid at any time
aggregate more than 10% of the principal amount of Debentures
of such series outstanding at such time, such report to be
transmitted within 90 days after such time.

(c) A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with
the Company, with each stock exchange upon which any Debentures
are listed (if so listed) and also with the Commission. The
Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

<PAGE>
<PAGE>18
ARTICLE SIX
Remedies of the Trustee and Debentureholders
on Event of Default

SECTION 6.01. (a) Whenever used herein with respect to
Debentures of a particular series, "Event of Default" means any
one or more of the following events which has occurred and is
continuing:

(1) default in the payment of any installment of
interest upon any of the Debentures of that series, as and
when the same shall become due and payable, and
continuance of such default for a period of 10 days;

(2) default in the payment of the principal of (or
premium, if any, on) any of the Debentures of that series
as and when the same shall become due and payable, whether
at maturity, upon redemption, by declaration or otherwise,
or in any payment required by any sinking or analogous
fund established with respect to that series;

(3) failure on the part of the Company duly to
observe or perform any other of the covenants or
agreements on the part of the Company with respect to that
series contained in such Debentures or otherwise
established with respect to that series of Debentures
pursuant to Section 2.01 hereof or contained in this
Indenture (other than a covenant or agreement which has
been expressly included in this Indenture solely for the
benefit of one or more series of Debentures other than
such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same
to be remedied and stating that such notice is a "Notice
of Default" hereunder, shall have been given to the
Company by the Trustee, by registered or certified mail,
or to the Company and the Trustee by the holders of at
least 25% in principal amount of the Debentures of that
series at the time outstanding;

(4) a decree or order by a court having jurisdiction
in the premises shall have been entered adjudging the
Company a bankrupt or insolvent, or approving as properly
filed a petition seeking liquidation or reorganization of
the Company under the Federal Bankruptcy Code or any other
similar applicable Federal or State law, and such decree
or order shall have continued unvacated and unstayed for a
period of 90 days; or an involuntary case shall be
commenced under such Code in respect of the Company and
shall continue undismissed for a period of 90 days or an
order for relief in such case shall have been entered; or
a decree or order of a court having jurisdiction in the
premises shall have been entered for the appointment on
the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in
bankruptcy or insolvency of the Company or of its
property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in
force unvacated and unstayed for a period of 90 days; or

(5) the Company shall institute proceedings to be
adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall
file a petition or answer or consent seeking liquidation
or reorganization under the Federal Bankruptcy Code or
other similar applicable Federal or State law, or shall
consent to the filing of any such petition or shall
consent to the appointment on the ground of insolvency or
bankruptcy of a receiver or custodian or liquidator or
trustee or assignee in bankruptcy or insolvency of it or
of its property, or shall make an assignment for the
benefit of creditors.

(b) In each and every such case, the Company shall file
with the Trustee written notice of the occurrence of any Event
of Default within five business days of the Company's becoming
aware of any such Event of Default, and unless the principal of
all the Debentures of that series shall have already become due
and payable, either the Trustee or the holders of not less than
25% in aggregate principal amount of the Debentures of that
series then outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by such Debentureholders),
may declare the principal of all the Debentures of that series
to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due
and payable, anything contained in <PAGE>
<PAGE>19
this Indenture or in the Debentures of that series or
established with respect to that series pursuant to Section
2.01 hereof to the contrary notwithstanding.

(c) The provisions of subsection (b) of this Section,
however, are subject to the condition that if, at any time
after the principal of the Debentures of that series shall have
been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures of
that series and the principal of (and premium, if any, on) any
and all Debentures of that series which shall have become due
otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in
the Debentures of that series to the date of such payment or
deposit) and the amount payable to the Trustee under Section
7.06, and any and all defaults under the Indenture, other than
the nonpayment of principal on Debentures of that series which
shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06, then and in
every such case the holders of a majority in aggregate
principal amount of the Debentures of that series then
outstanding, by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend
to or shall affect any subsequent default, or shall impair any
right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce
any right with respect to Debentures of that series under this
Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though
no such proceedings had been taken.

SECTION 6.02. (a) The Company covenants that (1) in case
default shall be made in the payment of any installment of
interest on any of the Debentures of a series, or and such
default shall have continued for a period of 10 business days,
or (2) in case default shall be made in the payment of the
principal of (or premium, if any, on) any of the Debentures of
a series when the same shall have become due and payable,
whether upon maturity of the Debentures of a series or upon
redemption or upon declaration or otherwise, or in any payment
required by any sinking or analogous fund established with
respect to that series as and when the same shall have become
due and payable, then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the
Debentures of that series, the whole amount that then shall
have become due and payable on all such Debentures for
principal (and premium, if any) or interest, or both, as the
case may be, with interest upon the overdue principal (and
premium, if any) and (to the extent that payment of such
interest is enforceable under applicable law) upon overdue
installments of interest at the rate per annum expressed in the
Debentures of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee
under Section 7.06.

(b) In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company
or other obligor upon the Debentures of that series and collect
in the manner provided by law out of the property of the
Company or other obligor upon the Debentures of that series
wherever situated the moneys adjudged or decreed to be payable.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement,
composition or other judicial proceedings affecting the
Company, any other obligor on such Debentures, or the creditors
or property of either, the Trustee shall have power to
intervene in such proceedings and take any action therein that
may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of
claim and other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee <PAGE>
<PAGE>20
and of the holders of Debentures of such series allowed for the
entire amount due and payable by the Company or such other
obligor under the Indenture at the date of institution of such
proceedings and for any additional amount which may become due
and payable by the Company or such other obligor after such
date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of
the holders of Debentures of such series to make such payments
to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such
Debentureholders, to pay to the Trustee any amount due it under
Section 7.06.

(d) All rights of action and of asserting claims under
this Indenture, or under any of the terms established with
respect to Debentures of that series, may be enforced by the
Trustee without the possession of any of such Debentures, or
the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under
Section 7.06, be for the ratable benefit of the holders of the
Debentures of such series.

In case of an Event of Default hereunder, the Trustee may
in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either at law or in equity or
in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in the
Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Debentureholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures of that
series or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Debentureholder
in any such proceeding.

SECTION 6.03. Any moneys collected by the Trustee
pursuant to Section 6.02 with respect to a particular series of
Debentures shall be applied in the order following, at the date
or dates fixed by the Trustee and, in case of the distribution
of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Debentures of that
series, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of
collection and of all amounts payable to the Trustee
under Section 7.06;

SECOND: To the payment of the amounts then due
and unpaid upon Debentures of such series for
principal (and premium, if any) and interest, in
respect of which or for the benefit of which such
money has been collected, ratably, without preference
or priority of any kind, according to the amounts due
and payable on such Debentures for principal (and
premium, if any) and interest, respectively; and

THIRD: To the Company.

SECTION 6.04. No holder of any Debenture of any series
shall have any right by virtue or by availing of any provision
of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to
Debentures of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less
than 25% in aggregate principal amount of the Debentures of
such series then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding
in its own name as trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or <PAGE>
<PAGE>21
thereby, and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by the
taker and holder of every Debenture of such series with every
other such taker and holder and the Trustee, that no one or
more holders of Debentures of such series shall have any right
in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the
rights of the holders of any other of such Debentures, or to
obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Debentures
of such series. For the protection and enforcement of the
provisions of this Section, each and every Debentureholder and
the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Debenture to receive
payment of the principal of (and premium, if any) and interest
on such Debenture, as therein provided, on or after the
respective due dates expressed in such Debenture (or in the
case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or
affected without the consent of such holder.

SECTION 6.05. (a) All powers and remedies given by this
Article to the Trustee or to the Debentureholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive
of any others thereof or of any other powers and remedies
available to the Trustee or the holders of the Debentures, by
judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such
Debentures.

(b) No delay or omission of the Trustee or of any holder
of any of the Debentures to exercise any right or power
accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee
or to the Debentureholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by
the Debentureholders.

SECTION 6.06. The holders of a majority in aggregate
principal amount of the Debentures of any series at the time
outstanding, determined in accordance with Section 8.04, shall
have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series; provided, however, that
such direction shall not be in conflict with any rule of law or
with this Indenture or unduly prejudicial to the rights of
holders of Debentures of any other series at the time
outstanding determined in accordance with Section 8.04 not
parties thereto. Subject to the provisions of Section 7.01,
the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the
proceeding so directed might involve the Trustee in personal
liability. The holders of a majority in aggregate principal
amount of the Debentures of all series at the time outstanding
affected thereby, determined in accordance with Section 8.04,
may on behalf of the holders of all of the Debentures of such
series waive any past default in the performance of any of the
covenants contained herein or established pursuant to Section
2.01 with respect to such series and its consequences, except a
default in the payment of the principal of, or premium, if any,
or interest on, any of the Debentures of that series as and
when the same shall become due by the terms of such Debentures
or a call for redemption of Debentures of that series, which
default may be waived by the unanimous consent of the holders
affected. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debentures
of such series shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend
to any subsequent or other default or impair any right
consequent thereon.

SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series,
transmit by mail, first class postage prepaid, to the holders
of Debentures of that series, as their names and addresses
appear upon the Debenture Register, notice <PAGE>
<PAGE>22
of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured or waived
before the giving of such notice (the term "defaults" for the
purposes of this Section being hereby defined to be the events
specified in subsections (1), (2), (3), (4) and (5) of Section
6.01(a), not including any periods of grace provided for
therein and irrespective of the giving of notice provided for
by subsection (3) of Section 6.01(a)); provided, that, except
in the case of default in the payment of the principal of (or
premium, if any) or interest on any of the Debentures of that
series or in the payment of any sinking fund installment
established with respect to that series, the Trustee shall be
protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers, of the
Trustee in good faith determine that the withholding of such
notice is in the interests of the holders of Debentures of that
series; provided further, that in the case of any default of
the character specified in Section 6.01(a)(3) with respect to
Debentures of such series, no such notice to the holders of the
Debentures of that series shall be given until at least 30 days
after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsections (a)(1) or
(a)(2) of Section 6.01 as long as the Trustee is acting as
paying agent for such series of Debentures or (ii) any default
as to which the Trustee shall have received written notice or a
Responsible Officer charged with the administration of this
Indenture shall have actual knowledge or obtained written
notice.

SECTION 6.08. All parties to this Indenture agree, and
each holder of any Debentures by his or her acceptance thereof
shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking
to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or
group of Debentureholders, holding more than 10% in aggregate
principal amount of the outstanding Debentures of any series,
or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of (or premium, if
any) or interest on any Debenture of such series, on or after
the respective due dates expressed in such Debenture or
established pursuant to this Indenture.

ARTICLE SEVEN
Concerning the Trustee

SECTION 7.01. (a) The Trustee, prior to the occurrence
of an Event of Default with respect to Debentures of a series
and after the curing of all Events of Default with respect to
Debentures of that series which may have occurred, shall
undertake to perform with respect to Debentures of such series
such duties and only such duties as are specifically set forth
in this Indenture, and no implied covenants shall be read into
this Indenture against the Trustee. In case an Event of
Default with respect to Debentures of a series has occurred
(which has not be cured or waived), the Trustee shall exercise
with respect to Debentures of that series such of the rights
and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of
his own affairs.

(b) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful
misconduct, except that:

(1) prior to the occurrence of an Event of
Default with respect to Debentures of a series and
after the curing and waiving of all such Events of
Default with respect to that series which may have
occurred:

(i) the duties and obligations of the
Trustee shall with respect to Debentures of such
series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be
liable with respect to Debentures of such <PAGE>
<PAGE>23
series except for the performance of such duties and
obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations
shall be read into this Indenture against the
Trustee; and

(ii) in the absence of bad faith on the
part of the Trustee, the Trustee may with respect to
Debentures of such series conclusively rely, as to
the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the
case of any such certificates or opinions which by
any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or
not they conform to the requirements of this
Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts
stated therein);

(2) the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with
respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of
the holders of not less than a majority in principal
amount of the Debentures of any series at the time
outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with
respect to the Debentures of that series; and

(4) None of the provisions contained in this
Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur or risk personal
financial liability in the performance of any of its
duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing
that the repayment of such funds or liability is not
reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is
not reasonably assured to it.

(c) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section
7.01.

SECTION 7.02. Except as otherwise provided in Section
7.01:

(a) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security or other paper or
document believed by it to be genuine and to have been signed
or presented by the property party or parties;

(b) Any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by a
Board Resolution or an instrument signed in the name of the
Company by the President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer (unless other evidence in respect thereof
is specifically prescribed herein);

(c) Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein
specifically prescribed) is entitled to receive and may, in the
absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of
any action taken or suffered or omitted hereunder in good faith
and in reliance thereon;

<PAGE>
<PAGE>24
(e) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at
the request, order or direction of any of the Debentureholders,
pursuant to the provisions of this Indenture, unless such
Debentureholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
herein contained shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default with
respect to a series of the Debentures (which has not been cured
or waived) to exercise with respect to Debentures of that
series such of the rights and powers vested in it by this
Indenture, and to use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

(f) If an Event of Default shall have occurred and be
continuing, the Trustee shall be under no obligation to follow
any request, order or direction of the Company if in the
reasonable judgment of the Trustee the following of such
request, order or direction would not be in the best interests
of all the holders;

(g) The Trustee shall not be liable for any action taken
or omitted to be taken by it in good faith and believed by it
to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;

(h) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in
writing so to do by the holders of not less than a majority in
principal amount of the outstanding Debentures of the
particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable
indemnity against such costs, expenses or liabilities as a
condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by
the Trustee, shall be repaid by the Company upon demand;

(i) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and

(j) Any application by the Trustee for written
instructions from the Company may, at the option of the
Trustee, set forth in writing any action proposed to be taken
or omitted by the Trustee under this Indenture and the date on
and/or after which such action shall be taken or such omission
shall be effective. The Trustee shall not be liable for any
action or omission of the Trustee in accordance with a proposal
included in such application on or after the date specified in
such application (which date shall not be less than three
business days after the date any officer of the Company
actually receives such application, unless any such officer
shall have consented in writing to any earlier date) unless
prior to taking any such action (or the effective date in the
case of an omission), the Trustee shall have received written
instructions in response to such application specifying the
action to be taken or omitted..

SECTION 7.03. (a) The recitals contained herein and in
the Debentures (other than the Certificate of Authentication on
the Debentures) shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the
correctness of the same.

(b) The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debentures.

(c) The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the
proceeds of such Debentures, or for the use or application of
any <PAGE>
<PAGE>25
moneys paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section
2.01, or for the use or application of any moneys received by
any paying agent other than the Trustee.

SECTION 7.04. The Trustee or any paying agent or
Debenture Registrar, in its individual or any other capacity,
may become the owner or pledgee of Debentures with the same
rights it would have if it were not Trustee, paying agent or
Debenture Registrar.

SECTION 7.05. Subject to the provisions of Section 11.06,
all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds
except to the extent required by law. The Trustee shall be
under no liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay
thereon.

SECTION 7.06. (a) The Company covenants and agrees to
pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee
may agree upon (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust) for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons
not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad
faith. The Company also covenants to indemnify the Trustee
(and its officers, agents, directors and employees) for, and to
hold it harmless against, any loss, damage, claim, liability or
expense incurred without negligence or bad faith on the part of
the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the costs
and expenses of defending itself against any claim of liability
in the premises.

(b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive
the termination of this Indenture. Such additional
indebtedness shall be a senior lien to that of the Debentures
upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders
of particular Debentures, and the Debentures are hereby
subordinated to each such senior lien.

(c) When the Trustee incurs expenses or renders services
in connection with an Event of Default, the expenses (including
the reasonable charges and expenses of its counsel) and
compensation for its services are intended to constitute
expenses of administration under applicable federal or state
bankruptcy, insolvency or similar law.

SECTION 7.07. Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering
or omitting to take any action hereunder, it shall be entitled
to receive, and such matter (unless other evidence in respect
thereof be herein specifically prescribed) may in the absence
of negligence or bad faith on the part of the Trustee be deemed
to be conclusively provided and established by, an Officers'
Certificate delivered to the Trustee and such certificate, in
the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted to be taken by it under the
provisions of this Indenture upon the faith thereof.

SECTION 7.08. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this
Indenture.

SECTION 7.09. There shall at all times be a Trustee with
respect to the Debentures issued hereunder which shall at all
times be a corporation organized and doing business under the
laws of <PAGE>
<PAGE>26
the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million
dollars, and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published. The Company may not, nor may any person directly or
indirectly controlling, controlled by, or under common control
with the Company, serve as Trustee. In case at any time the
Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in
Section 7.10.

SECTION 7.10. (a) The Trustee or any successor hereafter
appointed, may at any time resign with respect to the
Debentures of one or more series by giving written notice
thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the
Debentureholders of such series, as their names and addresses
appear upon the Debenture Register. Upon receiving such notice
of resignation, the Company shall promptly appoint a successor
trustee with respect to Debentures of such series by written
instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee.
If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor trustee with respect to Debentures of such series, or
any Debentureholder of that series who has been a bona fide
holder of a Debenture or Debentures for at least six months
may, subject to the provisions of Section 6.08, on behalf of
himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court
may thereupon after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the
provisions of subsection (a) of Section 7.08 after written
request therefor by the Company or by any Debentureholder
who has been a bona fide holder of a Debenture or
Debentures for at least six months; or

(2) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and shall
fail to resign after written request therefor by the
Company or by any such Debentureholder; or

(3) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or
any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove
the Trustee with respect to all Debentures and appoint a
successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee, or, subject to the provisions of
Section 6.08, unless the Trustee's duty to resign is stayed as
provided herein, any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six months
may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a
successor trustee.

(c) The holders of a majority in aggregate principal
amount of the Debentures of any series at the time outstanding
may at any time remove the Trustee with respect to such series
and appoint a successor trustee.

<PAGE>
<PAGE>27
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the
Debentures of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section
7.11.

(e) Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Debentures of one
or more series or all of such series, and at any time there
shall be only one Trustee with respect to the Debentures of any
particular series.

SECTION 7.11. (a) In case of the appointment hereunder
of a successor trustee with respect to all Debentures, every
such successor trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring Trustee hereunder,
subject to any prior lien provided for in Section 7.06(b).

(b) In case of the appointment hereunder of a successor
trustee with respect to the Debentures of one or more (but not
all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Debentures of one or more
series shall execute and deliver an indenture supplemental
hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Debentures of that or those series to which the appointment of
such successor trustee relates, (2) shall contain such
provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debentures of that or those series
as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on
the part of any other Trustee hereunder; and upon the execution
and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall with
respect to the Debentures of that or those series to which the
appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee
under this Indenture, and each such successor trustee, without
any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debentures of that or those series
to which the appointment of such successor trustee relates;
but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to
such successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Debentures of
that or those series to which the appointment of such successor
trustee relates.

(c) Upon request of any such successor trustee or
retiring Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers
and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.

(d) No successor trustee shall accept its appointment
unless at the time of such acceptance such successor trustee
shall be qualified and eligible under this Article.

<PAGE>
<PAGE>28
(e) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall transmit notice
of the succession of such trustee hereunder by mail, first
class postage prepaid, to the Debentureholders, as their names
and addresses appear upon the Debenture Register. If the
Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be transmitted at
the expense of the Company.

SECTION 7.12. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of
Section 7.09, without the execution or filing of any paper or
any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debentures so authenticated with
the same effect as if such successor Trustee had itself
authenticated such Debentures.

SECTION 7.13. If and when the Trustee shall become a
creditor of the Company (or any other obligor upon the
Debentures), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims
against the Company (or any other obligor upon the Debentures).

ARTICLE EIGHT
Concerning the Debentureholders

SECTION 8.01. Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in
aggregate principal amount of the Debentures of a particular
series may take any action (including the making any demand or
request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of
taking any such action the holders of such majority or
specified percentage of that series have joined therein may be
evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Debentures of that
series in person or by agent or proxy appointed in writing.

If the Company shall solicit from the Debentureholders of
any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company may, at
its option, as evidenced by an Officers' Certificate, fix in
advance a record date for such series for the determination of
Debentureholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other
action may be given before or after the record date, but only
the Debentureholders of record at the close of business on the
record date shall be deemed to be Debentureholders for the
purposes of determining whether Debentureholders of the
requisite proportion of outstanding Debentures of that series
have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Debentures of that
series shall be computed as of the record date; provided that
no such authorization, agreement or consent by such
Debentureholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.

SECTION 8.02. Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Debentureholder
(such proof will not require notarization) or his agent or
proxy and proof of the holding by any person of any of the
Debentures shall be sufficient if made in the following manner:

(a) The fact and date of the execution by any such
person of any instrument may be proved in any reasonable
manner acceptable to the Trustee.

<PAGE>
<PAGE>29
(b) The ownership of Debentures shall be proved by
the Debenture Register of such Debentures or by a
certificate of the Debenture Registrar thereof.

SECTION 8.03. Prior to the due presentment for
registration of transfer of any Debenture, the Company, the
Trustee, any paying agent and any Debenture Registrar may deem
and treat the person in whose name such Debenture shall be
registered upon the books of the Company as the absolute owner
of such Debenture (whether or not such Debenture shall be
overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Debenture Registrar) for
the purpose of receiving payment of or on account of the
principal of and premium, if any, and (subject to Section 2.03)
interest on such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor
any Debenture Registrar shall be affected by any notice to the
contrary.

SECTION 8.04. At any time the Debentures are held by any
holder other than PacifiCorp Delaware, L.P., a Delaware limited
partnership, in determining whether the holders of the
requisite aggregate principal amount of Debentures of a
particular series have concurred in any direction, consent or
waiver under this Indenture, Debentures of that series which
are owned by the Company or any other obligor on the Debentures
of that series or by any person directly or indirectly
controlling or controlled by or under common control with the
Company or any other obligor on the Debentures of that series
shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose
of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only
Debentures of such series which the Trustee actually knows are
so owned shall be so disregarded. Debentures so owned which
have been pledged in good faith may be regarded as outstanding
for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Debentures and that the
pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with
the Company or any such other obligor. In case of a dispute as
to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.

SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Debentures of a
particular series specified in this Indenture in connection
with such action, any holder of a Debenture of that series
which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of
holding as provided in Section 8.02, revoke such action so far
as concerns such Debenture. Except as aforesaid, any such
action taken by the holder of any Debenture shall be conclusive
and binding upon such holder and upon all future holders and
owners of such Debenture, and of any Debenture issued in
exchange therefor, on registration of transfer thereof or in
place thereof, irrespective of whether or not any notation in
regard thereto is made upon such Debenture. Any action taken
by the holders of the majority or percentage in aggregate
principal amount of the Debentures of a particular series
specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and
the holders of all the Debentures of that series.

ARTICLE NINE
Supplemental Indentures

SECTION 9.01. In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when
authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act as then in effect), without the consent
of the Debentureholders, for one or more of the following
purposes:

<PAGE>
<PAGE>30
(a) to evidence the succession of another
corporation to the Company, and the assumption by any
such successor of the covenants of the Company contained
herein or otherwise established with respect to the
Debentures; or

(b) to add to the covenants of the Company such
further covenants, restrictions, conditions or provisions
for the protection of the holders of the Debentures of all
or any series as the Board of Directors and the Trustee
shall consider to be for the protection of the holders of
Debentures of all or any series, and to make the
occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions,
conditions or provisions a default or an Event of Default
with respect to such series permitting the enforcement of
all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may
provide for a particular period of grace after default
(which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may
limit the right of the holders of a majority in aggregate
principal amount of the Debentures of such series to waive
such default; or

(c) to cure any ambiguity or to correct or
supplement any provision contained herein or in any
supplemental indenture which may be defective or
inconsistent with any other provision contained herein or
in any supplemental indenture, or to make such other
provisions in regard to matters or questions arising under
this indenture as shall not be inconsistent with the
provisions of this Indenture and shall not adversely
affect the interests of the holders of the Debentures of
any series; or

(d) to change or eliminate any of the provisions of
this Indenture, provided that any such change or
elimination shall become effective only when there is no
Debenture outstanding of any series created prior to the
execution of such supplemental indenture which is entitled
to the benefit of such provision.

The Trustee is hereby authorized to join with the Company
in the execution of any such supplemental indenture, and to
make any further appropriate agreements and stipulations which
may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee
without the consent of the holders of any of the Debentures at
the time outstanding, notwithstanding any of the provisions of
Section 9.02.

SECTION 9.02. With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Debentures of each series
affected by such supplemental indenture or indentures at the
time outstanding, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture
Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture
or of modifying in any manner the rights of the holders of the
Debentures of such series under this Indenture; provided,
however, that no such supplemental indenture shall (i) extend
the fixed maturity of any Debentures of any series, or reduce
the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the
holder of each Debenture so affected or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without
the consent of the holders of each Debenture then outstanding
and affected thereby.
<PAGE>
<PAGE>31
Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of Debentureholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture.

It shall not be necessary for the consent of the
Debentureholders of any series affected thereby under this
Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, setting forth in general
terms the substance of such supplemental indenture, to the
Debentureholders of all series affected thereby as their names
and addresses appear upon the Debenture Register. Any failure
of the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

SECTION 9.03. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures of
the series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

SECTION 9.04. Debentures of any series, affected by a
supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series
may be listed, as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new
Debentures of that series so modified as to conform, in the
opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be
prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Debentures of that series then
outstanding.

SECTION 9.05. The Trustee, subject to the provisions of
Section 7.01, is entitled to receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper
for the Trustee under the provisions of this Article to join in
the execution thereof.

ARTICLE TEN
Consolidation, Merger and Sale

SECTION 10.01. Nothing contained in this Indenture or in
any of the Debentures shall prevent any consolidation or merger
of the Company with or into any other corporation or
corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or
its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other
disposition of the property of the Company or its successor or
successors as an entirety, or substantially as an entirety, to
any other corporation (whether or not affiliated with the
Company or its successor or successors) authorized to acquire
and operate the same; provided, however, the Company hereby
covenants and agrees that, upon any such consolidation, merger,
sale, conveyance, transfer or other disposition, the due and
punctual payment of the principal of (premium, if any) and
interest on all of the Debentures of all series in accordance
with the terms of each series, according to their tenor, and
the due and punctual performance and <PAGE>
<PAGE>32
observance of all the covenants and conditions of this
Indenture with respect to each series or established with
respect to such series pursuant to Section 2.01 to be kept or
performed by the Company, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions
of the Trust Indenture Act as then in effect) satisfactory in
form to the Trustee executed and delivered to the Trustee by
the entity formed by such consolidation, or into which the
Company shall have been merged, or by the entity which shall
have acquired such property.

SECTION 10.02. (a) In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and
interest on all of the Debentures of all series outstanding and
the due and punctual performance of all of the covenants and
conditions of this Indenture or established with respect to
each series of the Debentures pursuant to Section 2.01 to be
performed by the Company with respect to each series, such
successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named
herein as the party of the first part, and thereupon the
predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Debentures, except
the provisions of Section 7.06 to the extent such provisions
relate to matters occurring before any such consolidation,
merger, sale, conveyance, transfer or other disposition. Such
successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company or
any other predecessor obligor on the Debentures, any or all of
the Debentures issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee;
and, upon the order of such successor company, instead of the
Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Debentures which previously
shall have been signed and delivered by the officers of the
predecessor Company to the Trustee for authentication, and any
Debentures which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that
purpose. All the Debentures so issued shall in all respects
have the same legal rank and benefit under this Indenture as
the Debentures theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such
Debentures had been issued at the date of the execution hereof.

(b) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition such changes in
phraseology and form (but not in substance) may be made in the
Debentures thereafter to be issued as may be appropriate.

(c) Nothing contained in this Indenture or in any of the
Debentures shall prevent the Company from merging into itself
or acquiring by purchase or otherwise all or any part of the
property of any other corporation (whether or not affiliated
with the Company).

SECTION 10.03. The Trustee, subject to the provisions of
Section 7.01, is entitled to receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article.

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Debentures of a
series theretofore authenticated (other than any Debentures
which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.07) and
Debentures for whose payment money or Governmental Obligations
has theretofore been deposited in trust or segregated and held
in trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.06); (b)
all such Debentures of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice <PAGE>
<PAGE>33
of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in
moneys or Governmental Obligations sufficient; or (c) a
combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to
pay at maturity or upon redemption all Debentures of that
series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable
hereunder with respect to such series by the Company, then this
Indenture shall thereupon cease to be of further effect with
respect to such series except for the provisions of Sections
2.05, 2.07, 4.02 and 7.10, which shall survive until the date
of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.06 which shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at
the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this
Indenture with respect to such series.

SECTION 11.02. If at any time all such Debentures of a
particular series not heretofore delivered to the Trustee for
cancellation or which have not become due and payable as
described in Section 11.01 shall have been paid by the Company
by depositing irrevocably with the Trustee as trust funds
moneys or an amount of Governmental Obligations sufficient to
pay at maturity or upon redemption all such Debentures of that
series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and
interest due or to become due to such date of maturity or date
fixed for redemption, as the case may be, and if the Company
shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series, then
after the date such moneys or Governmental Obligations, as the
case may be, are deposited with the Trustee the obligations of
the Company under this Indenture with respect to such series
shall cease to be of further effect except for the provisions
of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.06 hereof which
shall survive until such Debentures shall mature and be paid.
Thereafter, sections 7.06 and 11.05 shall survive. The release
of the Company from its obligations under this Indenture, as
provided for in this Section 11.02, shall be subject to the
further condition that the Company first shall have caused to
be delivered to the Trustee an Opinion of Counsel to the effect
that Debentureholders of a series with respect to which a
deposit has been made in accordance with this Section 11.02
will not realize income, gain or loss for federal income tax
purposes as a result of such deposit and release, and will be
subject to federal income tax on the same amount, in the same
manner, and at the same times as would have been the case if
such deposit and release had not occurred.

SECTION 11.03. If, in addition to satisfying the
conditions set forth in Section 11.01 or 11.02 (except for the
requirement of an Opinion of Counsel), the Company delivers to
the Trustee an Opinion of Counsel to the effect that (a) the
Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (b) since the date of
this Indenture there has been a change in applicable federal
income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the
Debentureholders of a series with respect to which a deposit
has been made in accordance with Section 11.01 or 11.02 will
not realize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge
and will be subject to federal income tax on the same amount
and in the same manner and at the same times, as would have
been the case if such deposit, defeasance and discharge had not
occurred, and (c) the deposit shall not result in the Company,
the Trustee or the trust being deemed an "investment company"
under the Investment Company Act of 1940, as amended, then, in
such event, the Company will be deemed to have paid and
discharged the entire indebtedness on such series and the
holder thereof shall thereafter be entitled to receive payment
solely from the trust fund described above.

SECTION 11.04. All moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as
due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the
particular series of Debentures for the payment or redemption
of which such moneys or Governmental Obligations have been
deposited with the Trustee.

<PAGE>
<PAGE>34
SECTION 11.05. In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions
of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys or
Governmental Obligations.

SECTION 11.06. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by
the Company, in trust for payment of principal of or premium or
interest on the Debentures of a particular series that are not
applied but remain unclaimed by the holders of such Debentures
for at least two years after the date upon which the principal
of (and premium, if any) or interest on such Debentures shall
have respectively become due and payable, shall, upon written
notice from the Company, be repaid to the Company on May 31 of
each year or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to
such moneys or Governmental Obligations, and the holder of any
of the Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof.

ARTICLE TWELVE
Immunity of Incorporators, Stockholders, Officers
and Directors

SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Debenture,
or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of
any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture
and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or
of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the
Debentures or implied therefrom; and that any and all such
personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and
all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the
creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Debentures or implied
therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Debentures.

ARTICLE THIRTEEN
Miscellaneous Provisions

SECTION 13.01. All the covenants, stipulations, promises
and agreements in this Indenture contained by or on behalf of
the Company shall bind its successors and assigns, whether so
expressed or not.

SECTION 13.02. Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed
by any board, committee or officer of the Company shall and may
be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation
that shall at the time be the lawful sole successor of the
Company.

SECTION 13.03. Except as otherwise expressly provided
herein, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Debentures to or on the Company
may be given or served by being deposited first class postage
prepaid in a post-office letter box addressed (until another
address is filed <PAGE>
<PAGE>35
in writing by the Company with the Trustee), as follows:
PacifiCorp, 700 NE Multnomah, Suite 1600, Attention: Richard T.
O'Brien. Any notice, election, request or demand by the
Company or any Debentureholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust
Office of the Trustee.

SECTION 13.04. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance
with the laws of said State, without regard to the conflicts of
laws principles thereof.

SECTION 13.05. (a) Upon any application or demand by the
Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in
the case of any such application or demand as to which the
furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion
need be furnished.

(b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to
compliance with a condition or covenant in this Indenture
(other than the certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that
the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature
and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person,
he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (4)
a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 13.06. Simultaneously with the execution of this
Indenture, the Company shall deliver to the Trustee an Opinion
of Counsel stating that, in the opinion of such counsel
(a) this Indenture has been duly authorized by and lawfully
executed and delivered on behalf of the Company, is in full
force and effect and is legal, valid and binding upon the
Company in accordance with its terms, except to the extent
limited by bankruptcy, insolvency, reorganization or other laws
affecting creditors' rights and (b) the Debentures have been
authorized, executed and delivered by the Company and
constitute legal, valid and binding obligations of the Company
in accordance with their terms.

SECTION 13.07. Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an
Officers' Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Debenture or the date
of redemption of any Debenture shall not be a business day then
payment of interest or principal (and premium, if any) may be
made on the next succeeding business day with the same force
and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after
such nominal date.

SECTION 13.08. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties
imposed by operation of Section 3.18(c) of the Trust Indenture
Act, such imposed duties shall control.

SECTION 13.09. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the
same instrument.

SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Debentures of any series
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of <PAGE>
<PAGE>36
this Indenture or of such Debentures, but this Indenture and
such Debentures shall be construed as if such invalid or
illegal or unenforceable provision had never been contained
herein or therein.

SECTION 13.11. The Company will have the right at all
times to assign any of its rights or obligations under this
Indenture to a direct or indirect wholly owned subsidiary of
the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such
obligations. Subject to the foregoing, the Indenture is
binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. The Indenture may
not otherwise be assigned by the parties thereto.

ARTICLE FOURTEEN
Subordination of Debentures

SECTION 14.01. The Company covenants and agrees, and each
holder of Debentures issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article Fourteen; and
each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound
by such provisions.

The payment of the principal of and premium, if any, and
interest on all Debentures issued hereunder shall, to the
extent and in the manner hereinafter set forth, be subordinated
and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of
this Indenture or thereafter incurred.

No provision of this Article Fourteen shall prevent the
occurrence of any default or Event of Default hereunder.

SECTION 14.02. In the event and during the continuation of
any default in the payment of principal, premium, interest or
any payment due on any Senior Indebtedness continuing beyond
the period of grace, if any, specified in the instrument
evidencing such Senior Indebtedness (and the Trustee has
received written notice thereof from the Company or one or more
holders of Senior Indebtedness or their representative or
representatives or a trustee), unless and until such default
shall have been cured or waived or shall have ceased to exist,
and in the event that the maturity of any Senior Indebtedness
has been accelerated because of a default (and the Trustee has
received written notice thereof from the Company or one or more
holders of Senior Indebtedness or their representative or
representatives or a trustee), then no payment shall be made by
the Company with respect to the principal (including redemption
and sinking fund payments) of or premium, if any, or interest
on the Debentures.

In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any holder when
such payment is prohibited by the preceding paragraph of this
Section 14.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders
of Senior Indebtedness or their respective representatives, or
to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as
their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their
representative or representatives or a trustee) notify the
Trustee within 90 days of such payment of the amounts then due
and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

SECTION 14.03. Upon any payment by the Company, or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior Indebtedness shall first be
paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made on
account of the principal (and premium, if any) or interest on
the Debentures; and upon any such dissolution or winding-up or
liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company <PAGE>
<PAGE>37
of any kind or character, whether in cash, property or
securities, to which the holders of the Debentures or the
Trustee would be entitled, except for the provisions of this
Article Fourteen, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or
other person making such payment or distribution, or by the
holders of the Debentures or by the Trustee under this
Indenture if received by them or it directly to the holders of
Senior Indebtedness (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Company) or their representative
or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any
Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior
Indebtedness in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness, before any payment or
distribution is made to the holders of Debentures or to the
Trustee.

In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited
by the foregoing, shall be received by the Trustee or the
holders of the Debentures before all Senior Indebtedness is
paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall
be held in trust for the benefit of and shall be paid over or
delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as
their respective interests may appear, as calculated by the
Company, for application to the payment of Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Indebtedness.

For purposes of this Article Fourteen, the words, "cash,
property or securities" shall not be deemed to include shares
of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of
which is subordinated at least to the extent provided in this
Article Fourteen with respect to the Debentures to the payment
of all Senior Indebtedness which may at the time be
outstanding; provided that (i) the Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the
holders of the Senior Indebtedness are not, without the consent
of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article Ten hereof shall
not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 14.03 if such
other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions
stated in Article Ten hereof. Nothing in Section 14.02 or in
this Section 14.03 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.06.

SECTION 14.04. Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the
Debentures shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the
Senior Indebtedness until the principal of (and premium, if
any) and interest on the Debentures shall be paid in full; and,
for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any
cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the
provisions of this Article Fourteen, and no payment over
pursuant to the provisions of this Article Fourteen, to or for
the benefit of the holders of Senior Indebtedness by holders of
the Debentures or the Trustee, shall, as between the Company,
its creditors other than holders of Senior Indebtedness, and
the holders of the Debentures, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness. It is
understood that the provisions of this Article Fourteen are and
are intended solely for the purposes of defining the relative
rights of the holders of the Debentures, on the one hand, and
the holders of the Senior Indebtedness on the other hand.

<PAGE>
<PAGE>38
Nothing contained in this Article Fourteen or elsewhere in
this Indenture or in the Debentures is intended to or shall
impair, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute
and unconditional, to pay to the holders of the Debentures the
principal of (and premium, if any) and interest on the
Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect
the relative rights of the holders of the Debentures and
creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the
Trustee or the holder of any Debenture from exercising all
remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this
Article Fourteen of the holders of Senior Indebtedness in
respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article Fourteen, the Trustee, subject to
the provision of Section 7.01, and the holders of the
Debentures shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization
proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other
person making such payment or distribution, delivered to the
Trustee or to the holders of the Debentures, for the purposes
of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount hereof or payable
thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article Fourteen.

SECTION 14.05. Each holder of a Debenture by his
acceptance thereof authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article
Fourteen and appoints the Trustee his attorney-in-fact for any
and all such purposes.

SECTION 14.06. The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any fact
known to the Company which would prohibit the making of any
payment of monies to or by the Trustee or paying agent in
respect of the Debentures pursuant to the provisions of this
Article Fourteen. Notwithstanding the provisions of this
Article Fourteen or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of
monies to or by the Trustee or paying agent in respect of the
Debentures pursuant to the provisions of this Article Fourteen,
unless and until a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust
Office of the Trustee from the Company or a holder or holders
of Senior Indebtedness or from any trustee therefor; and before
the receipt of any such written notice, the Trustee, subject to
the provisions of Section 7.01, shall be entitled in all
respects to assume that no such facts exist; provided that if
the Trustee shall not have received the notice provided for in
this Section 14.06 at least two business days prior to the date
upon which by the terms hereof any money may become payable for
any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any
Debenture), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be
affected by any notice to the contrary which may be received by
it within two business days prior to such date.

The Trustee, subject to the provisions of Section 7.01,
shall be entitled to rely on the delivery to it of a written
notice by a person representing himself to be a holder of
Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a holder of Senior
Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good
faith that further evidence is required with respect to the
right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this
Article Fourteen, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such person,
the extent to which such person is entitled to participate in
such payment or distribution and any other facts pertinent to
the rights of such person under this Article Fourteen, and if
such evidence is not furnished the Trustee <PAGE>
<PAGE>39
may defer any payment to such person pending judicial
determination as to the right of such person to receive such
payment.

SECTION 14.07. The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article
Fourteen in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this
Article Fourteen, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Section 7.01,
the Trustee shall not be liable to any holder of Senior
Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other person money or assets to
which any holder of Senior Indebtedness shall be entitled by
virtue of this Article Fourteen or otherwise.

SECTION 14.08. No right of any present or future holder of
any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by
any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise
be charged with.

Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness may, at
any time and from time to time, without the consent of or
notice to the Trustee or the holders of the Debentures, without
incurring responsibility to the holders of the Debentures and
without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the holders of the
Debentures to the holders of Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any
manner Senior Indebtedness or any instrument evidencing the
same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal
with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any person liable in any
manner for the collection of Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the
Company and any other person.

The Bank of New York, as Trustee hereby accepts the trusts
in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day
and year first above written.

PACIFICORP

By:
---------------------------------
Its:
----------------------------

Attest:

By:
------------------------
Its:
--------------------
<PAGE>40

THE BANK OF NEW YORK
as Trustee

By:
---------------------------------
Its:
----------------------------

Attest:

By:
------------------------
Its:
--------------------

STATE OF __________ )
) ss.
COUNTY OF ________ )

On ___________________, 199__ before me personally
appeared ___________________ and _____________________
personally known to me or proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________________
Signature of Notary Public
My Commission Expires: _______________

STATE OF __________ )
) ss.
COUNTY OF ________ )

On this day of ___________________, 199__ before me
personally appeared ___________________ and ___________________
proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies) and that by
his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed
the instrument.

Witness my hand and official seal.

______________________________________
Signature of Notary Public
My Commission Expires: _______________

<PAGE>
EXHIBIT (4)(g)

AMENDED AND RESTATED

AGREEMENT

LIMITED PARTNERSHIP

PACIFICORP DELAWARE, L.P.
<PAGE>
TABLE OF CONTENTS

Page
____

ARTICLE I

FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
WITHDRAWAL OF INITIAL LIMITED PARTNER

Section 1.1 Formation and Continuation of the Partnership . . . . . 1
Section 1.2 Name . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3 Business of the Partnership . . . . . . . . . . . . . . 2
Section 1.4 Term . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Registered Agent and Office . . . . . . . . . . . . . . 2
Section 1.6 Principal Place of Business . . . . . . . . . . . . . . 2
Section 1.7 Name and Business Address of General Partner . . . . . 2
Section 1.8 Admission of Holders of Preferred Securities . . . . . 2

ARTICLE II

DEFINED TERMS

Section 2.1 Definitions . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.2 Headings . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS

Section 3.1 Capital Contributions . . . . . . . . . . . . . . . . . 7
Section 3.2 Preferred Security Holder's Interest Represented by
Preferred Securities . . . . . . . . . . . . . . . . . 7
Section 3.3 Capital Accounts . . . . . . . . . . . . . . . . . . . 7
Section 3.4 Interest on Capital Contributions . . . . . . . . . . . 7
Section 3.5 Withdrawal and Return of Capital Contributions . . . . 7

ARTICLE IV

ALLOCATIONS

Section 4.1 Profits and Losses . . . . . . . . . . . . . . . . . . 7
Section 4.2 Other Allocation Provisions . . . . . . . . . . . . . . 8
Section 4.3 Allocations for Income Tax Purposes . . . . . . . . . . 10
Section 4.4 Withholding . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE V

DIVIDENDS

Section 5.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.2 Limitations on Distributions . . . . . . . . . . . . . 10

i
<PAGE>
ARTICLE VI

ISSUANCE OF PREFERRED SECURITIES

Section 6.1 Aggregate Number . . . . . . . . . . . . . . . . . . . 10
Section 6.2 Powers, Preferences, Rights and Limitations . . . . . . 10

ARTICLE VII

BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 7.1 Books and Records . . . . . . . . . . . . . . . . . . . 13
Section 7.2 Accounting Method . . . . . . . . . . . . . . . . . . . 13

ARTICLE VIII

POWERS, RIGHTS AND DUTIES
OF THE LIMITED PARTNERS

Section 8.1 Limitations . . . . . . . . . . . . . . . . . . . . . . 13
Section 8.2 Liability . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8.3 Priority . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX

POWERS, RIGHTS AND DUTIES
OF THE GENERAL PARTNER

Section 9.1 Authority . . . . . . . . . . . . . . . . . . . . . . . 14
Section 9.2 Powers and Duties of General Partner . . . . . . . . . 14
Section 9.3 Liability . . . . . . . . . . . . . . . . . . . . . . . 15
Section 9.4 Exculpation . . . . . . . . . . . . . . . . . . . . . . 15
Section 9.5 Fiduciary Duty . . . . . . . . . . . . . . . . . . . . 15
Section 9.6 Indemnification . . . . . . . . . . . . . . . . . . . . 16
Section 9.7 Outside Businesses . . . . . . . . . . . . . . . . . . 16
Section 9.8 Limits on General Partner's Powers . . . . . . . . . . 16
Section 9.9 Tax Matters Partner . . . . . . . . . . . . . . . . . . 17
Section 9.10 Expenses . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE X

TRANSFERS OF INTERESTS BY PARTNERS

Section 10.1 Transfer of Interests . . . . . . . . . . . . . . . . . 17
Section 10.2 Transfer of LP Certificates . . . . . . . . . . . . . . 18
Section 10.3 Persons Deemed Preferred Security Holders . . . . . . . 18
Section 10.4 Book Entry Interests . . . . . . . . . . . . . . . . . 18
Section 10.5 Notices to Clearing Agency . . . . . . . . . . . . . . 19
Section 10.6 Appointment of Successor Clearing Agency . . . . . . . 19
Section 10.7 Definitive LP Certificates; Appointment
of Paying Agent(s) . . . . . . . . . . . . . . . . . . 19

ii
<PAGE>
ARTICLE XI

WITHDRAWAL; DISSOLUTION; LIQUIDATION AND DISTRIBUTION OF ASSETS

Section 11.1 Withdrawal of Partners . . . . . . . . . . . . . . . . 19
Section 11.2 Dissolution of the Partnership . . . . . . . . . . . . 20
Section 11.3 Liquidation . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.4 Distribution in Liquidation . . . . . . . . . . . . . . 21
Section 11.5 Rights of Limited Partners . . . . . . . . . . . . . . 21
Section 11.6 Termination . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE XII

AMENDMENTS AND MEETINGS

Section 12.1 Amendments . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.2 Amendment of Certificate . . . . . . . . . . . . . . . 22
Section 12.3 Meetings of the Partners . . . . . . . . . . . . . . . 22

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.2 Entire Agreement . . . . . . . . . . . . . . . . . . . 23
Section 13.3 Governing Law . . . . . . . . . . . . . . . . . . . . . 23
Section 13.4 Effect . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 13.5 Pronouns and Number . . . . . . . . . . . . . . . . . . 23
Section 13.6 Partial Enforceability . . . . . . . . . . . . . . . . 23
Section 13.7 Counterparts . . . . . . . . . . . . . . . . . . . . . 23
Section 13.8 Waiver of Partition . . . . . . . . . . . . . . . . . . 24
Section 13.9 Remedies . . . . . . . . . . . . . . . . . . . . . . . 24

iii
<PAGE>
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP

PACIFICORP DELAWARE, L.P.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of
PacifiCorp Delaware, L.P. (the "Partnership"), dated as of _____________,
___________
1994, among PacifiCorp, an Oregon corporation ("PacifiCorp"), as the
__________
general partner, PacifiCorp Preferred Capital, Inc., a Delaware
corporation, as the initial limited partner (the "Initial Limited
_______________
Partner"), and such other Persons (as defined herein) who become Limited
_______
Partners (as defined herein) as provided herein.

WHEREAS, PacifiCorp and the Initial Limited Partner entered
into a Limited Partnership Agreement, dated as of August 25, 1994, (the
"Original Limited Partnership Agreement");
______________________________________

WHEREAS, the Certificate of Limited Partnership of the
Partnership was filed with the Office of the Secretary of State of the
State of Delaware on August 26, 1994;

WHEREAS, the Partners (as defined herein) desire to continue
the Partnership as a limited partnership under the Act (as defined herein)
and to amend and restate the Original Limited Partnership Agreement in its
entirety;

NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration,
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree to amend and restate the Original Limited Partnership
Agreement in its entirety and hereby agree as follows:

ARTICLE I

FORMATION AND CONTINUATION OF THE PARTNERSHIP;
ADMISSION OF PREFERRED SECURITY HOLDERS;
WITHDRAWAL OF INITIAL LIMITED PARTNER

Section 1.1 Formation and Continuation of the Partnership.
_____________________________________________
The Partnership was formed as a limited partnership under the Act by the
filing by the General Partner of the Certificate (as defined herein) with
the Office of the Secretary of State of the State of Delaware on August 26,
1994 and the entering into by the General Partner and the Initial Limited
Partner of the Original Limited Partnership Agreement. The parties hereto
agree to continue the Partnership as a limited partnership under the Act.
The General Partner, for itself and as agent for the Limited Partners,
shall make every reasonable effort to assure that all certificates and
documents are properly executed and shall accomplish all filing, recording,
publishing and other acts necessary or appropriate for compliance with all
the requirements for the continuation of the Partnership as a limited
partnership under the Act and under all other laws of the State of Delaware
or such other jurisdictions in which the General Partner determines that
the Partnership may conduct business. The rights, liabilities and duties
of the Partners shall be as provided in the Act except as modified by this
Agreement. Where not otherwise specified in this Agreement, the Act
governs the rights and obligations of the parties to this Agreement.

Section 1.2 Name. The name of the Partnership is "PacifiCorp
____
Delaware, L.P.", as such name may be modified from time to time by the
General Partner following written notice to the Limited Partners. The
Partnership business may be conducted under the name of the Partnership or
any other name deemed advisable by the General Partner.

1
<PAGE>
Section 1.3 Business of the Partnership. The sole purpose of
___________________________
the Partnership is (a) to issue limited partnership interests in the
Partnership, including, without limitation, Preferred Securities (as
defined herein), and to use the proceeds thereof to purchase Junior
Subordinated Debentures (as hereinafter defined) or other similar debt
instruments of PacifiCorp and (b) except as otherwise limited herein, to
enter into, make and perform all contracts and other undertakings, and
engage in all activities and transactions as the General Partner may
reasonably deem necessary or advisable to the carrying out of the foregoing
purpose of the Partnership.

Section 1.4 Term. The term of the Partnership commenced on
____
the date the Certificate was filed with the Secretary of State of the State
of Delaware and shall continue until December 31, 2039, subject to
extension by the General Partner, in its sole discretion, until
December 31, 2079, unless earlier dissolved in accordance with the
provisions of this Agreement.

Section 1.5 Registered Agent and Office. The Partnership's
___________________________
registered agent and office in the State of Delaware shall be The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. At any time, the General
Partner may designate another registered agent and/or registered office.

Section 1.6 Principal Place of Business. The principal place
___________________________
of business of the Partnership shall be at c/o PacifiCorp, 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232. Upon ten days written
notice to the Limited Partners, the General Partner may change the location
of the Partnership's principal place of business.

Section 1.7 Name and Business Address of General Partner. The
____________________________________________
name and address of the General Partner are as follows:

PacifiCorp
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
Attention: Richard T. O'Brien, Vice President

The General Partner may change its name or business address from time to
time, in which event the General Partner shall promptly notify the Limited
Partners of any such change and shall file with the Secretary of State of
the State of Delaware an appropriate amendment to the Certificate of
Limited Partnership.

Section 1.8 Admission of Holders of Preferred Securities.
____________________________________________

(a) Without necessity for execution of this Agreement, upon
receipt by a Person of an LP Certificate (as defined herein) and payment of
the Purchase Price (as defined herein) for the Preferred Securities
represented by such LP Certificate in connection with the initial issuance
by the Partnership of such Preferred Securities, which shall be deemed to
constitute a request by such Person that the books and records of the
Partnership reflect such Person's admission as a limited partner of the
Partnership, such Person shall be admitted to the Partnership as a limited
partner of the Partnership and shall become bound by this Agreement.

(b) Following the first admission of Preferred Security
Holders (as defined herein) to the Partnership as Limited Partners pursuant
to paragraph (a) above, the Initial Limited Partner shall receive the
return of its capital contribution without interest or deduction, but will
continue to be a limited partner of the Partnership. While the Initial
Limited Partner shall continue to be a limited partner of the Partnership,
the Initial Limited Partner shall only have such rights, if any, as are
expressly provided to the Initial Limited Partner pursuant to this
Agreement.

(c) The name and mailing address of each Partner and the
amount contributed by such Partner to the capital of the Partnership shall
be listed on the books and records of the

2
<PAGE>
Partnership. The General Partner shall be required to update the books and
records from time to time as necessary to accurately reflect the
information therein.

ARTICLE II

DEFINED TERMS

Section 2.1 Definitions. Unless the context otherwise
___________
requires, the terms defined in this Article II shall, for the purposes of
this Agreement, have the meanings herein specified.

"Act" means the Delaware Revised Uniform Limited Partnership
___
Act, 6 Del.C. Section 17-101, et seq., as amended from time to time.
______ _______

"Action" has the meaning set forth in Section 6.2.
______ ___________

"Affiliate" means, with respect to a specified Person, (a) any
_________
Person directly or indirectly owning, controlling or holding with power to
vote 10% or more of the outstanding voting securities or other ownership
interests of the specified Person, (b) any Person 10% or more of whose
outstanding voting securities or other ownership interests are directly or
indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by,
or under common control with the specified Person, (d) a partnership in
which the specified Person is a general partner, (e) any officer or
director of the specified Person, and (f) if the specified Person is an
officer, director, general partner or employee, any other entity for which
the specified Person acts in any such capacity.

"Agreement" means this Amended and Restated Agreement of
_________
Limited Partnership of the Partnership, as amended, modified, supplemented
or restated from time to time.

"Book Entry Interests" means a beneficial interest in the LP
____________________
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 10.4.
____________

"Business Day" means any day other than a day on which banking
____________
institutions in The City of New York are authorized or required by law to
close.

"Capital Account" has the meaning set forth in Section 3.3.
_______________ ___________

"Certificate" means the Certificate of Limited Partnership of
___________
the Partnership filed with the Secretary of State of the State of Delaware
on ____________, 1994, and any and all amendments thereto and restatements
thereof.

"Clearing Agency" means an organization registered as a
_______________
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is
acting as depository for the Preferred Securities and in whose name shall
be registered a global LP Certificate and which shall undertake to effect
book entry transfers and pledges of the Preferred Securities.

"Clearing Agency Participant" means a broker, dealer, bank,
___________________________
other financial institution or other Person for whom from time to time the
Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.

"Code" means the Internal Revenue Code of 1986, as amended from
____
time to time, or any corresponding federal tax statute enacted after the
date of this Agreement. A reference to a specific section of the Code
refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this
Agreement, as such specific section or corresponding provision is in effect
on the date of application of the provisions of this Agreement containing
such reference.

3
<PAGE>
"Covered Person" means any Partner, any Affiliate of a Partner
______________
or any officers, directors, shareholders, partners, employees,
representatives or agents of a Partner or its respective Affiliates, or any
employee or agent of the Partnership or its Affiliates or any Special
Representative.

"Definitive LP Certificates" has the meaning set forth in
__________________________
Section 10.4.

"Dividends" means the distributions of income paid or payable
_________
to any Limited Partner who is a Preferred Security Holder pursuant to the
terms of the Preferred Securities held by such Limited Partner, including
any interest payable in respect of arrears.

"DTC" means The Depository Trust Company, the initial Clearing
___
Agency.

"Exchange Act" means the Securities Exchange Act of 1934, as
____________
amended.

"Fiscal Year" means (i) the period commencing upon the
___________
formation of the Partnership and ending on December 31, 1994, and (ii) any
subsequent twelve (12) month period commencing on January 1 and ending on
December 31.

"General Partner" means PacifiCorp, its successors and assigns,
_______________
and any additional or successor general partner in the Partnership admitted
as a general partner of the Partnership pursuant to this Agreement.

"Guarantee" means the Guarantee Agreement of PacifiCorp in
_________
respect of any series of Preferred Securities.

"Holders" means, with respect to a series of Preferred
_______
Securities, Preferred Security Holders in whose name LP Certificates
representing Preferred Securities of such series are registered.

"Indemnified Person" means the General Partner, any Special
__________________
Representative, any Affiliate of the General Partner or any Special
Representative or any officers, directors, shareholders, partners,
employees, representatives or agents of the General Partner or any Special
Representative, or any employee or agent of the Partnership or its
Affiliates.

"Indenture" means the Indenture dated as of __________, 1994
_________
between PacifiCorp and The Bank of New York, as Trustee, pursuant to which
deferrable interest junior subordinated debentures of PacifiCorp may be
issued.

"Initial Limited Partner" means PacifiCorp Preferred Capital,
_______________________
Inc., a Delaware corporation.

"Interest" means the entire ownership interest of a Partner in
________
the Partnership at any particular time, including, without limitation, its
interest in the capital, profits, losses and distributions of the
Partnership.

"Junior Subordinated Debentures" means deferrable interest
______________________________
junior subordinated debentures issued by PacifiCorp under the Indenture.

"Limited Partner" means any Person who is admitted to the
_______________
Partnership as a limited partner of the Partnership pursuant to the terms
of this Agreement.

"Liquidation Distribution", with respect to a Preferred
________________________
Security, means the aggregate of the stated liquidation preference of the
Preferred Security and accrued and unpaid Dividends thereon (whether or not
declared).

4
<PAGE>
"Loss Carried Forward Amount" means, as of the first day of any
___________________________
month for any Series, an amount equal to the excess of (x) all Net Loss
allocated to the Holders of such series of Preferred Securities from the
date of issuance of such series of Preferred Securities through and
including the day prior to the first day of such month pursuant to Section
_______
4.1(b)(ii) over (y) the amount of Net Income allocated to the Holders of
__________
such series of Preferred Securities pursuant to Section 4.1(a)(ii) in all
__________________
prior calendar months.

"LP Certificate" means a certificate substantially in the form
______________
attached hereto as Annex A, evidencing the Preferred Securities held by a
Limited Partner.

"Majority in liquidation preference of the Preferred
___________________________________________________
Securities" means Holder(s) of a series of Preferred Securities or, as the
__________
context may require, Holder(s) of more than one series of Preferred
Securities voting as a class, who are the record owners of Preferred
Securities whose liquidation preference (including the stated preference
amount that would be paid on redemption or maturity, plus accrued and
unpaid dividends, whether or not declared, to the date upon which the
voting percentages are determined) represents more than 50% of the above
stated liquidation preference of all Preferred Securities of such series
or, as applicable, multiple series.

"Net Income" and "Net Loss", respectively, for any period means

__________ ________
the income and loss, respectively, of the Partnership for such period as
determined in accordance with the method of accounting followed by the
Partnership for federal income tax purposes, including, for all purposes,
any income exempt from tax and any expenditures of the Partnership which
are described in Code Section 705(a)(2)(B); provided, however, that any
________ _______
item allocated under Section 4.2 shall be excluded from the computation of
___________
Net Income and Net Loss.

"PacifiCorp" has the meaning set forth in the forepart of this
__________
Agreement.

"Partners" means the General Partner and the Limited Partners,
________
collectively, where no distinction is required by the context in which the
term is used.

"Partnership" means the limited partnership formed and
___________
continued pursuant to this Agreement under the name "PacifiCorp Delaware,
L.P."

"Paying Agent" has the meaning set forth in Section 10.7.
____________ ____________

"Person" means any individual, corporation, limited liability
______
company, association, partnership, trust or other entity.

"Preferred Securities" means the limited partner interests in
____________________
the Partnership described in Article VI.
__________

"Preferred Security Holder" has the meaning set forth in
_________________________
Section 10.3.
____________

"Preferred Security Owner" means, with respect to a Book Entry
________________________
Interest, a Person who is the beneficial owner of such Book Entry Interest,
as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

"Pricing Agreement" means a Pricing Agreement between the
_________________
Partnership and PacifiCorp relating to the issuance of the Preferred
Securities.

"Purchase Price" for any Preferred Security means the amount
______________
paid for such Preferred Security in the initial sale by the Partnership of
such Preferred Security.

"Regulations" means a Treasury Regulation promulgated under the
___________
Code.

5
<PAGE>
"Securities Act" means the Securities Act of 1933, as amended.
______________

"66 2/3% in liquidation preference of the Preferred Securities"
_____________________________________________________________
means Holder(s) of a series of Preferred Securities or, as the context may
require, Holder(s) of more than one series of Preferred Securities voting
as a class, who are the record owners of Preferred Securities whose
liquidation preference (including the stated preference amount that would
be paid on redemption or maturity, plus accrued and unpaid dividends,
whether or not declared, to the date upon which the voting percentages are
determined) represents more than 66-2/3% of the above stated liquidation
preference of all Preferred Securities of such series or, as applicable,
multiple series.

"Special Representative" shall mean a special representative of
______________________
the Partnership and the Limited Partners appointed upon a vote of the
Holders of a series of Preferred Securities upon the occurrence of
specified events to enforce certain rights of the Partnership and
such Holders, as set forth in the Action creating such series of Preferred
Securities.

"Tax Event" means that the General Partner shall have obtained
_________
an opinion of nationally recognized independent tax counsel experienced in
such matters to the effect that, as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
or taxing authority thereof or therein, (b) any notice of proposed
adjustment issued by the IRS to PacifiCorp or PacifiCorp Delaware, (c) any
amendment to or change in an interpretation or application of such laws or
regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or
after such date), or (d) any interpretation or pronouncement that provides
for a position with respect to such laws or regulations that differs from
the generally accepted position on ___________ 1994, which amendment or
change is effective, which notice of proposed adjustment is issued or which
interpretation or pronouncement is announced on or after _________, 1994,
there is more than an insubstantial risk that (i) the Partnership will be
subject to federal income tax with respect to interest received on the
Junior Subordinated Debentures, (ii) interest payable to the Partnership on
the Junior Subordinated Debentures will not be deductible for federal
income tax purposes or (iii) the Partnership is subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

"Tax Matters Partner" means the General Partner designated as
___________________
such in Section 9.9 hereof.
___________

"10% in liquidation preference of the Preferred Securities"
_________________________________________________________
means Holders(s) of a series of Preferred Securities or, as the context may
require, Holder(s) of more than one series of Preferred Securities voting
as a class, who are the record owners of Preferred Securities whose
liquidation preference (including the stated preference amount that would
be paid on redemption or maturity, plus accrued and unpaid dividends,
whether or not declared, to the date upon which the voting percentages are
determined) represents more than 10% of the above stated liquidation
preference of all Preferred Securities of such series or, as applicable,
multiple series.

"Treasury Regulations" means the income tax regulations,
____________________
including temporary regulations, promulgated under the Code, as such
regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

"Underwriting Agreement" means an Underwriting Agreement, among
______________________
the Partnership and the underwriters named therein relating to the issuance
of the Preferred Securities.

Section 2.2 Headings. The headings and subheadings in this
________
Agreement are included for convenience and identification only and are in
no way intended to describe, interpret, define or limit the scope, extent
or intent of this Agreement or any provision hereof.

6
<PAGE>
ARTICLE III

CAPITAL CONTRIBUTIONS, REPRESENTATION OF
PREFERRED SECURITY HOLDER'S INTEREST; CAPITAL ACCOUNTS

Section 3.1 Capital Contributions.
_____________________

(a) The General Partner has, on or prior to the date hereof,
contributed an aggregate of $_______ to the capital of the Partnership,
which amount is equal to at least 3% of the total capital contributions to
the Partnership on the date hereof. Subject to Section 4.1(c), the General
______________
Partner shall from time to time make such additional capital contributions
as are necessary to maintain its Capital Account balance at least equal to
3% of the aggregate positive Capital Account balances of all Partners.

(b) The Initial Limited Partner has, on or prior to the date
hereof, contributed the amount of $50 to the capital of the Partnership
which amount is being returned to the Initial Limited Partner.

(c) With respect to each Person who is issued a Preferred
Security by the Partnership in connection with the initial issuance by the
Partnership of such Preferred Security, there shall be contributed to the
capital of the Partnership an amount equal to the Purchase Price for such
Preferred Security (such amount being such Person's capital contribution
to the Partnership).

(d) No Limited Partner shall at any time be required to make
any additional capital contributions to the Partnership.

Section 3.2 Preferred Security Holder's Interest Represented
________________________________________________
by Preferred Securities. A Preferred Security Holder's interest in the
_______________________
Partnership shall be represented by the Preferred Securities held by such
Preferred Security Holder. Each Preferred Security Holder's respective
Preferred Securities shall be set forth on the books and records of the
Partnership. Each Partner, including a Preferred Security Holder, hereby
agrees that its interest in the Partnership and in its Preferred Securities
shall for all purposes be personal property. No Partner, including a
Preferred Security Holder, shall have an interest in specific Partnership
property.

Section 3.3 Capital Accounts. An individual capital account
________________
(a "Capital Account") shall be established and maintained on the books of
_______________
the Partnership for each Partner in compliance with Regulation Section
1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding
sentence, each Capital Account will be credited with the capital
contributions made and the profits allocated to the Partner (or predecessor
in interest of such Capital Account) and debited by the distributions made
and losses allocated to such Partner (or predecessor thereof).

Section 3.4 Interest on Capital Contributions. No Partner
_________________________________
shall be entitled to interest on or with respect to any capital
contribution to the Partnership.

Section 3.5 Withdrawal and Return of Capital Contributions.
______________________________________________
No Partner shall be entitled to withdraw any part of such Partner's capital
contribution to the Partnership or to receive any distributions from the
Partnership, except as provided in this Agreement.

7
<PAGE>
ARTICLE IV

ALLOCATIONS

Section 4.1 Profits and Losses. Except as provided in Section
__________________ _______
4.2,
___

(a) the Partnership's Net Income for each calendar month
shall be allocated as follows:

(i) First, to the Holders of each series of Preferred
Securities as of the record date in such calendar month for the
payment of Dividends on such series of Preferred Securities in an
amount equal to the excess of (x) all Dividends accrued on such
series of Preferred Securities (in accordance with the Action
creating such series) from their date of issuance through and
including the close of such calendar month over (y) the amount of Net
Income allocated to the Holders of such series of Preferred
Securities pursuant to this Section 4.1(a)(i) in all prior calendar
_________________
months; provided, however, that (A) as to any series of Preferred
________ _______
Securities as to which Dividends are not cumulative, no Dividend
shall be deemed to accrue until the Partnership has actually paid (or
set aside money to pay) such Dividend and (B) Dividends as to
Preferred Securities that are cumulative and are not payable at the
end of each calendar month shall be deemed to accrue in a manner
consistent with the Action creating such Preferred Securities.
Amounts allocated to all Holders of any series of Preferred
Securities shall be allocated among such Holders in proportion to the
number of Preferred Securities of such series held by such Holders.

(ii) Second, 100% to the Holders of any series of
Preferred Securities up to an amount equal to the Loss Carried
Forward Amount for such series as of the first day of such month.
Amounts allocated to all Holders of any series of Preferred
Securities shall be allocated among such Holders in proportion to the
number of Preferred Securities of such series held by such Holders.

(iii) Any remaining Net Income shall be allocated to the
General Partner.

(b) The Partnership's Net Loss for any Fiscal Period shall be
allocated as follows:

(i) First, to the General Partner until the General
Partner's Capital Account is reduced to zero; provided, however, that
________ _______
the aggregate amount of Net Losses allocated to the General Partner
pursuant to this Section 4.1(b)(i) shall not exceed the sum of 3% of
_________________
the total capital contributions of all Partners and the aggregate Net
Income allocated to the General Partner pursuant to Section 4.1.
___________

(ii) Second, to the Holders of each series of Preferred
Securities in proportion to the aggregate Capital Account balances of
the Holders of such series of Preferred Securities (calculated taking
into account only contributions, distributions and allocations
related to such series), until the Capital Account balances of such
Holders are reduced to zero; provided, however, that the General
Partner shall make appropriate adjustments in these allocations, in
accordance with Section 4.1(c) with respect to any Preferred
______________
Securities as to which Net Income has been allocated with respect to
Dividends that accrued but were not paid. Amounts allocated to the
Holders of any series of Preferred Securities shall be allocated
among such Holders in proportion to the number of Preferred
Securities of such series held by such Holders.

(iii) Any remaining Net Loss shall be allocated to the
General Partner.

(c) The General Partner shall make such changes to the
allocations in Sections 4.1(a) and 4.1(b) in the year of the Partnership's
_______________ ______
liquidation as it deems reasonably necessary so that amounts distributed to
the Preferred Security Holders in such year in accordance with Section
_______

8
<PAGE>
11.4(b) shall equal their Liquidation Distributions; provided, however,
_______ ________ _______
that no allocation pursuant to this Section 4.1(c) may result in the
______________
General Partner being required to make any Capital Contributions pursuant
to Section 3.1.
___________

Section 4.2 Other Allocation Provisions.
___________________________

(a) For purposes of determining the profits, losses or any
other items allocable to any period, profits, losses and any such other
items shall be determined on a daily, monthly or
other basis, as determined by the General Partner using any method that is
permissible under Section 706 of the Code and the Regulations.

(b) The Partners are aware of the income tax consequences of
the allocations made by this Article IV and hereby agree to be bound by the
__________
provisions of this Article IV in reporting their shares of Partnership
__________
income and loss for income tax purposes.

(c) Notwithstanding anything to the contrary that may be
expressed or implied in this Article IV, the interest of the General
__________
Partner in each item of income, gain, loss, deduction and credit will be
equal to at least (i) at any time that aggregate capital contributions to
the Partnership are equal to or less than $50,000,000, 1% of each such item
and (ii) at any time that aggregate capital contributions to the
Partnership are greater than $50,000,000, at least 1%, multiplied by a
fraction (not exceeding one and not less than 0.2), the numerator of which
is $50,000,000 and the denominator of which is the lesser of the aggregate
Capital Account balances of the Capital Accounts of all Partners at such
time and the aggregate capital contributions to the Partnership of all
Partners at such time, of such item.

(d) (i) If during any taxable year, a Partner unexpectedly
receives an adjustment, allocation or distribution described in
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), which causes
or increases a deficit balance in the Partner's Adjusted Capital
Account (as defined below), there shall be allocated to the Partner
items of Partnership income and gain (consisting of a pro rata
portion of each item of Partnership income, including gross income
and gain for such year) in an amount and manner sufficient to
eliminate such deficit. The foregoing is intended to be a "qualified
income offset" provision as described in Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted and applied in all
respects in accordance with that Regulation.

A Partner's "Adjusted Capital Account" at any time shall
________________________
equal the Partner's Capital Account at such time (x) increased by the
sum of (A) the amount of the Partner's share of Partnership minimum
gain (as defined in Regulations Section 1.704-2(g)(1) and (3)) and
(ii) the amount of the Partner's share of the minimum gain
attributable to a "partner non-recourse debt" (as defined in
Regulations Section 1.704-2(i)(5)) and (y) decreased by reasonably
expected adjustments, allocations and distributions described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

(ii) While this Agreement does not provide certain
provisions required by Regulations Sections 1.704-1(b) and 1.704-2
because those provisions apply to transactions that are not expected
to occur, the Partners intend that the allocations under Section 4.1
___________
conform to Regulations Section 1.704-1(b) and 1.704-2 (including,
without limitation, the minimum gain chargeback of partner
nonrecourse debt minimum gain and partner nonrecourse debt provisions
of such Regulation), and the General Partner shall make such changes
in the allocations under Section 4.1 as it believes are reasonably
___________
necessary to meet the requirements of such Regulations.

(e) Solely for the purpose of adjusting the Capital Accounts
of the Partners, and not for tax purposes, if any property is distributed
in kind to any Partner, the difference between its fair market value and
its book value at the time of distribution shall be treated as gain or loss
recognized by the Partnership and allocated pursuant to the provisions of
Section 4.1; provided,
___________ ________

9
<PAGE>
however, that Net Income and Net Loss allocated as a
_______
result of the distribution of any series of Junior Subordinated Debentures
to the Holders of any series of Preferred Securities or to the General
Partner (or both) shall be allocated to the Partner receiving the Junior
Subordinated Debentures in proportion to the amount of Junior Subordinated
Debentures distributed to them. For this purpose, the fair market value of
any property shall be determined by the General Partner in its sole
discretion; provided, however, that the value of any Junior Subordinated
________ _______
Debenture shall at all times be treated as equal to the value of any
Preferred Security if the interest rate on and principal amount of the
Junior Subordinated Debenture is the same as the Dividend payable on and
the liquidation preference with respect to the Preferred Security.

Section 4.3 Allocations for Income Tax Purposes. The income,
___________________________________
gains, losses, deductions and credits of the Partnership shall be allocated
in the same manner as the items entering into the computation of Net Income
and Net Loss were allocated under Sections 4.1 and 4.2; provided, however,
____________ ___ ________ _______
that solely for federal, state and local income and franchise tax purposes
and not for book or Capital Account purposes, income, gain, loss and
deduction with respect to any property properly carried on the
Partnership's books at a value other than the tax basis of such property
shall be allocated in a manner determined in the General Partner's
discretion, so as to take into account (consistently with Code Section
704(c) principles) the difference between such property's book value and
its tax basis.

Section 4.4 Withholding. The Partnership shall comply with
___________
withholding requirements under federal, state and local law and shall remit
amounts withheld to and file required forms with applicable jurisdictions.
To the extent that Partnership is required to withhold and pay over any
amounts to any authority with respect to distributions or allocations to
any Partner, the amount withheld shall be deemed to be a distribution in
the amount of the withholding to the Partner. In the event of any claimed
over-withholding, Partners shall be limited to an action against the
applicable jurisdiction. If the amount withheld was not withheld from
actual distributions, the Partnership may reduce subsequent distributions
by the amount of such withholding. Each Partner agrees to furnish the
Partnership with any representations and forms as shall reasonably be
requested by the Partnership to assist it in determining the extent of, and
in fulfilling, its withholding obligations.

ARTICLE V

DIVIDENDS

Section 5.1 Dividends. Limited Partners shall receive
_________
periodic Dividends, if any, redemption payments and liquidation
distributions in accordance with the applicable terms of the Preferred
Securities. Subject to the rights of the Preferred Securities, all
remaining cash shall be distributed to the General Partner at such time as
the General Partner shall determine.

Section 5.2 Limitations on Distributions. Notwithstanding any
____________________________
provision to the contrary contained in this Agreement, the Partnership
shall not make a distribution to any Partner on account of its interest in
the Partnership if such distribution would violate Section 17-607 of the
Act or other applicable law.

ARTICLE VI

ISSUANCE OF PREFERRED SECURITIES

Section 6.1 Aggregate Number. The aggregate number of
________________
Preferred Securities which the Partnership shall have authority to issue is
unlimited.

Section 6.2 Powers, Preferences, Rights and Limitations. The
___________________________________________
powers, preferences, special rights and limitations of the Preferred
Securities shall be as follows:

10
<PAGE>
(a) The payment of Dividends and payments on dissolution of
the Partnership or on redemption in respect of Preferred Securities shall
be guaranteed by PacifiCorp pursuant to the Guarantee. The Preferred
Security Holders hereby authorize the General Partner to hold the Guarantee
on behalf of the Preferred Security Holders. In the event of the
appointment of a Special Representative to, among other things, enforce the
Guarantee, the Special Representative may take possession of the Guarantee
for such purpose. If no Special Representative has been appointed to
enforce the Guarantee, the General Partner has the right to enforce the
Guarantee on behalf of the
Preferred Security Holders. The Holders of not less than 10% in
liquidation preference of the Preferred Securities have the right to direct
the time, method and place of conducting any proceeding for any remedy
available in respect of the Guarantee including the giving of directions to
the General Partner or the Special Representative, as the case may be. If
the General Partner or the Special Representative fails to enforce the
Guarantee as above provided, a Preferred Security Holder may institute a
legal proceeding directly against the Guarantor to enforce its rights under
the Guarantee, without first instituting a legal proceeding against the
Partnership or any other Person. The Preferred Security Holders, by
acceptance of such Preferred Securities, hereby agree to the subordination
provisions and other terms of the Guarantee;

(b) The Preferred Securities may be issued from time to time
by the Partnership as Preferred Securities of one or more series and the
General Partner is expressly authorized, prior to issuance, in a written
action or actions (each, an "Action") providing for the issue of Preferred
______
Securities of each particular series, to fix the following:

(i) the distinctive designation of such series which
shall distinguish it from other series;

(ii) the number of Preferred Securities included in such
series, which number may be increased or decreased from time to time
unless otherwise provided by the General Partner in creating the
series;

(iii) the annual Dividend rate (or method of determining
such rate) for Preferred Securities of such series and the date or
dates upon which such Dividends shall be payable; provided, however,
________ _______
Dividends on any series of Preferred Securities shall be payable on a
monthly basis to Holders of such series of Preferred Securities as of
a record date in each month during which such series of Preferred
Securities are outstanding;

(iv) whether Dividends on the Preferred Securities of
such series shall be cumulative, and, in the case of Preferred
Securities of any series having cumulative Dividend rights, the date
or dates or method of determining the date or dates from which
Dividends on the Preferred Securities of such series shall be
cumulative;

(v) the amount or amounts which shall be paid out of
the assets of the Partnership to the Holders of the Preferred
Securities of such series upon voluntary or involuntary dissolution,
winding up or termination of the Partnership;

(vi) the price or prices at which, the period or periods
within which and the terms and conditions upon which the Preferred
Securities of such series may be redeemed or purchased, in whole or
in part, at the option of the Partnership or the General Partner;

(vii) the obligation, if any, of the Partnership to
purchase or redeem Preferred Securities of such series and the price
or prices at which, the period or periods within which and the terms
and conditions upon which the Preferred Securities of such series
shall be purchased or redeemed, in whole or in part, pursuant to such
obligation;

(viii) the voting rights, if any, of the Preferred
Securities of such series in addition to those required by law,
including the number of votes per Preferred Security and any
requirement for the approval by the Holders of Preferred Securities,
or of the Preferred

11
<PAGE>
Securities of one or more series, or of both, as
a condition to specified action or amendments to this Agreement; and

(ix) any other relative rights, powers, preferences or
limitations of the Preferred Securities of the series not
inconsistent with this Agreement or with applicable law.

In connection with the foregoing and without limiting the
generality thereof, the General Partner is hereby expressly
authorized, without the vote or approval of any Preferred Security
Holder, (i) to take any Action to create under the provisions of this
Agreement a series of Preferred Securities that was not previously
outstanding and (ii) to admit Preferred Security Holders as limited
partners in the Partnership. Without the vote or approval of any
Preferred Security Holder, the General Partner may execute, swear to,
acknowledge, deliver, file and record whatever documents may be
required in connection with the issue from time to time of Preferred
Securities in one or more series as shall be necessary, convenient or
desirable to reflect the issue of such series. The General Partner
shall do all things it deems to be appropriate or necessary to comply
with the Act and is authorized and directed to do all things it deems
to be necessary or permissible in connection with any future
issuance, including compliance with any statute, rule, regulation or
guideline of any federal, state or other governmental agency or any
securities exchange.

Any Action or Actions taken by the General Partner
pursuant to the provisions of this paragraph (b) shall be deemed an
_____________
amendment and supplement to and part of this Agreement.

(c) The proceeds received by the Partnership from the
issuance of any series of Preferred Securities, together with the proceeds
of any capital contribution of the General Partner made at the time of such
issuance, shall be invested by the Partnership in Junior Subordinated
Debentures with (i) an aggregate principal amount equal to such aggregate
proceeds and (ii) an interest rate equal to the Dividend rate of such
series of Preferred Securities.

(d) So long as any series of Junior Subordinated Debentures
are held by the Partnership, the General Partner shall not (i) direct the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to such series, (ii) waive any past default which is
waivable under Section 6.06 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Junior
Subordinated Debentures of such series shall be due and payable or
(iv) consent to any amendment, modification or termination of the Indenture
without, in each case, obtaining the prior approval of the Holders of at
least 66-2/3% in liquidation preference of all series of Preferred
Securities affected thereby, acting as a single class; provided, however,
________ _______
that where a consent under the Indenture would require the consent of each
holder of Junior Subordinated Debentures affected thereby, no such consent
shall be given by the General Partner without the prior consent of each
Holder of all series of Preferred Securities affected thereby. The General
Partner shall not revoke any action previously authorized or approved by a
vote of any series of Preferred Securities affected thereby. The General
Partner shall notify all Holders of any series of Preferred Securities of
any notice of default received from the Trustee with respect to the related
series of Junior Subordinated Debentures.

(e) The Partnership may not issue any limited partner
interests in the Partnership (including, without limitation, any series of
Preferred Securities), unless such series of Preferred Securities ranks
pari passu with each other series of Preferred Securities then outstanding
as regards (i) participation in profits and Dividends of the Partnership
and (ii) participation in the assets of the Partnership. All Preferred
Securities shall rank senior to the General Partner's Interest in respect
of the right to receive Dividends and the right to receive payments out of
the assets of the Partnership upon voluntary or involuntary dissolution,
winding up or termination of the Partnership. All Preferred Securities
redeemed, purchased or otherwise acquired by the Partnership (including
Preferred Securities surrendered for conversion or exchange) shall be
canceled.

12
<PAGE>
(f) No Holder of a Preferred Security shall be entitled as a
matter of right to subscribe for or purchase, or have any preemptive right
with respect to, any part of any new or additional issue of Preferred
Securities of any class whatsoever, or of securities convertible into any
Preferred Securities of any class whatsoever, whether now or hereafter
authorized and whether issued for cash or other consideration or by way of
a Dividend.

ARTICLE VII

BOOKS OF ACCOUNT, RECORDS AND REPORTS

Section 7.1 Books and Records.
_________________

(a) Proper and complete records and books of account of the
Partnership shall be kept by the General Partner in which shall be entered
fully and accurately all transactions and other matters relative to the
Partnership's business as are usually entered into records and books of
account maintained by Persons engaged in businesses of a like character,
including a Capital Account for each Partner. The books and records of the
Partnership, together with a copy of this Agreement and a certified copy of
the Certificate, shall at all times be maintained at the principal office
of the Partnership and shall be open to the inspection and examination of
the Limited Partners or their duly authorized representatives for a proper
purpose reasonably related to its Interest during reasonable business
hours.

(b) Notwithstanding any other provision of this Agreement,
the General Partner may, to the maximum extent permitted by applicable law,
keep confidential from the Partners any information the General Partner
reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the General Partner reasonably believes
is not in the best interests of the Partnership or could damage the
Partnership or which the Partnership or the General Partner is required by
law or by an agreement with any Person to keep confidential.

(c) Within three months after the close of each Fiscal Year,
the General Partner shall transmit to each Partner, a statement indicating
such Partner's share of each item of Partnership income, gain, loss,
deduction or credit for such Fiscal Year for federal income tax purposes.

Section 7.2 Accounting Method. For both financial and tax
_________________
reporting purposes and for purposes of determining profits and losses, the
books and records of the Partnership shall be kept on the accrual method of
accounting applied in a consistent manner and shall reflect all Partnership
transactions and be appropriate and adequate for the Partnership's
business.

ARTICLE VIII

POWERS, RIGHTS AND DUTIES
OF THE LIMITED PARTNERS

Section 8.1 Limitations. The Limited Partners shall not
___________
participate in the management or control of the Partnership's business,
property or other assets nor shall the Limited Partners transact any
business for the Partnership, nor shall the Limited Partners have the power
to act for or bind the Partnership, said powers being vested solely and
exclusively in the General Partner. The Limited Partners shall have such
rights as are set forth herein, including any Action, and as are set forth
in the Guarantee and the Indenture. The Limited Partners shall have no
interest in the properties or assets of the General Partner, or any equity
therein, or in any proceeds of any sales thereof (which sales shall not be
restricted in any respect, by virtue of acquiring or owning an Interest.

13
<PAGE>
Section 8.2 Liability. Subject to the provisions of the Act,
_________
no Limited Partner shall be liable for the repayment, satisfaction or
discharge of any debts or other obligations of the Partnership in excess of
the Capital Account balance of such Limited Partner.

Section 8.3 Priority. Except as may be provided in any
________
Action, no Limited Partner shall have priority over any other Limited
Partner as to Partnership allocations or distributions.

ARTICLE IX

POWERS, RIGHTS AND DUTIES
OF THE GENERAL PARTNER

Section 9.1 Authority. Subject to the limitations provided in
_________
this Agreement, the General Partner shall have exclusive and complete
authority and discretion to manage the operations and affairs of the
Partnership and to make all decisions regarding the business of the
Partnership. Any action taken by the General Partner shall constitute the
act of and serve to bind the Partnership. In dealing with the General
Partner acting on behalf of the Partnership, no Person shall be required to
inquire into the authority of the General Partner to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively on
the power and authority of the General Partner as set forth in this
Agreement.

Section 9.2 Powers and Duties of General Partner. Except as
____________________________________
otherwise specifically provided herein, the General Partner shall have all
rights and powers of a general partner under the Act, and shall have all
authority, rights and powers in the management of the Partnership business
to do any and all other acts and things necessary, proper, convenient or
advisable to effectuate the purposes of this Agreement, including by way of
illustration but not by way of limitation, the following:

(a) to secure the necessary goods and services required in
performing the General Partner's duties for the Partnership;

(b) to exercise all powers of the Partnership, on behalf of
the Partnership, in connection with enforcing the Partnership's rights and
interest under the Junior Subordinated Debentures and the Guarantee;

(d) To dissolve the Partnership upon the occurrence of a Tax
Event in accordance with the provisions of an Action;

(e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including
with respect to Dividends and voting rights, and to make determinations as
to the payment of Dividends, and make all other required payments to
Preferred Security Holders and to the General Partner as the Partnership's
paying agent;

(f) to open, maintain and close bank accounts and to draw
checks and other orders for the payment of money;

(g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against
the Partnership;

(h) to deposit, withdraw, invest, pay, retain and distribute
the Partnership's funds in a manner consistent with the provisions of this
Agreement;

14
<PAGE>
(i) to take all action which may be necessary or appropriate
for the preservation and the continuation of the Partnership's valid
existence, rights, franchises and privileges as a limited partnership under
the laws of the State of Delaware and of each other jurisdiction in which
such existence is necessary to protect the limited liability of the Limited
Partners or to enable the Partnership to conduct the business in which it
is engaged;

(j) to take all action not inconsistent with applicable law,
the Certificate or this Agreement, as long as such action does not
adversely affect the interests of the Preferred Security Holders, necessary
to conduct its affairs and to operate the Partnership in such a way that
the Partnership would not be deemed an "investment company" required to be
registered under the Investment Company Act of 1940, as amended, or taxed
as a corporation for federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of PacifiCorp for
federal income tax purposes;

(k) to cause the Partnership to enter into and perform, on
behalf of the Partnership, an Underwriting Agreement and a Pricing
Agreement and to cause the Partnership to purchase the Junior Subordinated
Debentures without any further act, vote or approval of any Partner; and

(l) to execute and deliver any and all documents or
instruments, perform all duties and powers and do all things for and on
behalf of the Partnership in all matters necessary, desirable or incidental
to the foregoing.

Section 9.3 Liability. Except as expressly set forth in this
_________
Agreement, (a) the General Partner shall not be personally liable for the
return of any portion of the capital contributions (or any return thereon)
of the Limited Partners; (b) the return of such capital contributions (or
any return thereon) shall be made solely from assets of the Partnership;
and (c) the General Partner shall not be required to pay to the Partnership
or to any Limited Partner any deficit any Limited Partner's Capital Account
upon dissolution or otherwise.

Section 9.4 Exculpation. (a) No Indemnified Person shall be
___________
liable, responsible or accountable in damages or otherwise to the
Partnership or any Covered Person for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Partnership and in a manner
reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by this Agreement or by law except that an
Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence or willful
misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Partnership and upon such
information, opinions, reports or statements presented to the Partnership
by any Person as to matters the Indemnified Person reasonably believes are
within such other Person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Partnership,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which distributions to
Partners might properly be paid.

Section 9.5 Fiduciary Duty.
______________

(a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating
thereto to the Partnership or to any other Covered Person, an Indemnified
Person Acting under this Agreement shall not be liable to the Partnership
or to any other Covered Person for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the
extent that they restrict the duties and liabilities of an Indemnified
Person otherwise existing at law or in equity, are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified
Person.

15
<PAGE>
(b) Unless otherwise expressly provided herein, (i) whenever
a conflict of interest exists or arises between Covered Persons or
(ii) whenever this Agreement or any other agreement contemplated herein or
therein provides that an Indemnified Person shall act in a manner that is,
or provides terms that are, fair and reasonable to the Partnership or any
Partner, the Indemnified Person shall resolve such conflict of interest,
taking such action or providing such terms, considering in each case the
relative interest of each party (including its own interest) to such
conflict, agreement, transaction or situation and the benefits and burdens
relating to such interests, any customary or accepted industry practices,
and any applicable generally accepted accounting practices or principles.
In the absence of bad faith by the Indemnified Person, the resolution,
action or term so made, taken or provided by the Indemnified Person shall
not constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person
at law or in equity or otherwise.

(c) Whenever in this Agreement an Indemnified Person is
permitted or required to make a decision (i) in its "discretion" or under a
grant of similar authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires, including its own
interests, and shall have no duty or obligation to give any consideration
to any interest of or factors affecting the Partnership or any other Person
or (ii) in its "good faith" or under another express standard, the
Indemnified Person shall act under such express standard and shall not be
subject to any other or different standard imposed by this Agreement or
other applicable law.

Section 9.6 Indemnification.
_______________

(a) To the fullest extent permitted by applicable law, the
Partnership shall indemnify and hold harmless each Indemnified Person from
and against any loss, damage or claim incurred by such Indemnified Person
by reason of any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Partnership and in a manner
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of gross negligence or
willful misconduct with respect to such acts or omissions; provided,
________
however, that any indemnity under this Section 9.6 shall be provided out of
_______ ___________
and to the extent of Partnership assets only, and no Covered Person shall
have any personal liability on account thereof.

(b) To the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Partnership prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Partnership
of an undertaking by or on behalf of the Indemnified Person to repay such
amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified as authorized in Section 9.6(a).
______________

Section 9.7 Outside Businesses. Any Covered Person may
__________________
engage in or possess an interest in other business ventures of any nature
of description, independently or with others, similar or dissimilar to the
business of the Partnership, and the Partnership and the Partners shall
have no rights by virtue of this Agreement in and to such independent
ventures or the income or profits derived therefrom and the pursuit of any
such venture, even if competitive with the business of the Partnership,
shall not be deemed wrongful or improper. No Covered Person shall be
obligated to present any particular investment opportunity to the
Partnership even if such opportunity is of a character that, if presented
to the Partnership, could be taken by the Partnership, and any Covered
Person shall have the right to take for its own account (individually or as
a partner or fiduciary) or to recommend to others any such particular
investment opportunity.

Section 9.8 Limits on General Partner's Powers. Anything in
__________________________________
this Agreement to the contrary notwithstanding, the General Partner shall
not cause or permit the Partnership to

16
<PAGE>
(a) acquire any assets other than as expressly provided
herein;

(b) possess Partnership property for other than a Partnership
purpose;

(d) make any loans to the General Partner or its Affiliates,
other than loans represented by the Junior Subordinated Debentures or other
similar debt instruments of PacifiCorp;

(e) perform any act that would subject any Limited Partner to
liability as a general partner in any jurisdiction;

(f) engage in any activity that is not consistent with the
purposes of the Partnership, as set forth in Section 1.3;
___________

(g) confess a judgment against the Partnership;

(h) without the written consent of 66-2/3% in liquidation
preference of the outstanding Preferred Securities, have an order for
relief entered with respect to the Partnership or commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all or a
substantial part of the Partnership's property, or make any assignment for
the benefit of creditors of the Partnership; it being understood that
nothing in this paragraph (h) is to effect the ability of the Partnership
_____________
to dissolve pursuant to this Agreement; or

(i) subject to Section 1.3, borrow money or become liable for
___________
the borrowings of any third party or to engage in any financial or other
trade or business.

Section 9.9 Tax Matters Partner. (a) For purposes of Code
___________________
Section 6231(a)(7), the "Tax Matters Partner" shall be the General Partner
___________________
as long as it remains the general partner of the Partnership. The Tax
Matters Partner shall keep the Limited Partners fully informed of any
inquiry, examination or proceeding.

(b) The General Partner shall not make an election in
accordance with Section 754 of the Code.

(c) The General Partner and the Preferred Security Holders
acknowledge that they intend, for U.S. federal income tax purposes, that
the Partnership shall be treated as a partnership and that the General
Partner and the Preferred Security Holders shall be treated as partners of
such Partnership for such purposes.

Section 9.10 Expenses. The General Partner shall pay for all,
________
and the Partnership shall not be obligated to pay, directly or indirectly,
for any, costs and expenses of the Partnership (including, but not limited
to, costs and expenses relating to the organization of, and offering of
limited partner interests in, the Partnership and costs and expenses
relating to the operation of the Partnership, including without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping
services and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and
costs and expenses incurred in connection with the acquisition, financing
and disposition of Partnership assets).

17
<PAGE>
ARTICLE X

TRANSFERS OF INTERESTS BY PARTNERS

Section 10.1 Transfer of Interests.
_____________________

(a) Preferred Securities shall be freely transferable by a
Preferred Security Holder.

(b) The General Partner may not assign its interest in the
Partnership in whole or in part under any circumstances except to a
successor of PacifiCorp as permitted under the Indenture. The admission of
such successor as a general partner of the Partnership shall be effective
upon the filing of an amendment to the Certificate with the Secretary of
State of the State of
Delaware which indicates that such successor has been admitted as a general
partner in the Partnership. If the General Partner assigns its entire
Interest to a successor of PacifiCorp as permitted under the Indenture, the
General Partner shall cease to be a general partner in the Partnership
simultaneously with the admission of the successor as a general partner in
the Partnership. Any such successor general partner in the Partnership is
hereby authorized to and shall continue the business of the Partnership
without dissolution.

(c) No Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this
Agreement. Any transfer or purported transfer of any Interest not made in
accordance with this Agreement shall be null and void.

Section 10.2 Transfer of LP Certificates. The General Partner
___________________________
shall provide for the registration of LP Certificates and of transfers of
LP Certificates. Upon surrender for registration of transfer of any LP
Certificate, the General Partner shall cause one or more new LP
Certificates to be issued in the name of the designated transferee or
transferees. Every LP Certificate surrendered for registration of transfer
shall be accompanied by a written instrument of transfer in form
satisfactory to the General Partner duly executed by the Preferred Security
Holder or his attorney duly authorized in writing. Each LP Certificate
surrendered for registration of transfer shall be canceled by the General
Partner. A transferee of an LP Certificate shall be admitted to the
Partnership as a limited partner of the Partnership and shall be entitled
to the rights and subject to the obligations of a Preferred Security Holder
hereunder upon the receipt by a transferee of an LP Certificate. By
acceptance of an LP Certificate, each transferee shall be deemed to have
requested admission as a Limited Partner and to have agreed to be bound by
this Agreement. The transferor of an LP Certificate, in whole, shall cease
to be a limited partner of the Partnership at the time that the transferee
of such LP Certificate is admitted to the Partnership as a limited partner
of the Partnership in accordance with this Section 10.2.
____________

Section 10.3 Persons Deemed Preferred Security Holders. The
_________________________________________
Partnership may treat the Person in whose name any LP Certificate shall be
registered on the books and records of the Partnership as the sole holder
of such LP Certificate and of the Preferred Securities represented by such
LP Certificate (the "Preferred Security Holder") for purposes of receiving
_________________________
Dividends and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
LP Certificate or in the Preferred Securities represented by such LP
Certificate on the part of any other Person, whether or not the Partnership
shall have actual or other notice thereof.

Section 10.4 Book Entry Interests. The LP Certificates, on
____________________
original issuance, will be issued in the form of a global LP Certificate or
LP Certificates representing the Book Entry Interests, to be delivered to
DTC, the initial Clearing Agency, by, or on behalf of, the Partnership.
Such LP Certificate or LP Certificates shall initially be registered on the
books and records of the Partnership in the name of Cede & Co., the nominee
of DTC, and no Preferred Security Owner will receive a definitive LP
Certificate representing such Preferred Security Owner's interests in such
LP Certificate, except as provided in Section 10.7. Unless and until
____________
definitive, fully registered

18
<PAGE>
LP Certificates (the "Definitive LP
_____________
Certificates") have been issued to the Preferred Security Owners pursuant
____________
to Section 10.7:
____________

(i) The provisions of this Section shall be in full
force and effect;

(ii) The Partnership and the General Partner shall be
entitled to deal with the Clearing Agency for all purposes of this
Agreement (including the payment of Dividends on the LP Certificates
and receiving approvals, votes or consents hereunder) as the
Preferred Security Holder and the sole holder of the LP Certificates
and shall have no obligation to the Preferred Security Owner;

(iii) To the extent that the provisions of this Section
conflict with any other provisions of this Agreement, the provisions
of this Section shall control; and

(iv) The rights of the Preferred Security Owners shall
be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Preferred
Security Owners and the Clearing Agency and/or the Clearing Agency
Participants. DTC will make book entry transfers among the Clearing
Agency participants and receive and transmit payments of Dividends on
the LP Certificates to such Clearing Agency Participants.

Section 10.5 Notices to Clearing Agency. Whenever a notice or
__________________________
other communication to the Preferred Security Holders is required under
this Agreement, unless and until Definitive LP Certificates shall have been
issued to the Preferred Security Owners pursuant to Section 10.7, the
____________
General Partner shall give all such notices and communications specified
herein to be given to the Preferred Security Holders to the Clearing
Agency, and shall have no obligations to the Preferred Security Owners.

Section 10.6 Appointment of Successor Clearing Agency. If any
________________________________________
Clearing Agency elects to discontinue its services as securities depository
with respect to the Preferred Securities, the General Partner may, in its
sole discretion, appoint a successor Clearing Agency with respect to the
Preferred Securities.

Section 10.7 Definitive LP Certificates; Appointment of Paying
_________________________________________________
Agent(s). If (i) a Clearing Agency elects to discontinue its services as
________
securities depository with respect to the Preferred Securities and a
successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 10.6 or (ii) the Partnership elects to
____________
terminate the book entry system through the Clearing Agency, then (a)
Definitive LP Certificates shall be prepared by the Partnership and (b) the
General Partner shall authorize one or more Persons (each, a "Paying
______
Agent") to pay Dividends, redemption payments or liquidation payments on
_____
behalf of the Partnership with respect to the Preferred Securities. Upon
surrender of the global LP Certificate or LP Certificates representing the
Book Entry Interests by the Clearing Agency, accompanied by registration
instructions, the General Partner shall cause Definitive LP Certificates to
be delivered to Preferred Security Owners in accordance with the
instructions of the Clearing Agency. Neither the General Partner nor the
Partnership shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Any Person receiving a Definitive LP Certificate in
accordance with this Article X shall be admitted to the Partnership as a
_________
limited partner of the Partnership upon receipt of such Definitive LP
Certificate and shall be registered on the books and records of the
Partnership as a Preferred Security Holder. The Clearing Agency or the
nominee of the Clearing Agency, as the case may be, shall cease to be a
limited partner of the Partnership under this Section 10.7 at the time that
____________
at least one additional Person is admitted to the Partnership as a Limited
Partner in accordance with this Section 10.7. The Definitive LP
____________
Certificates shall be printed, lithographed or engraved or may be produced
in any other manner as is reasonably acceptable to the General Partner, as
evidenced by its execution thereof.

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ARTICLE XI

WITHDRAWAL; DISSOLUTION;
LIQUIDATION AND DISTRIBUTION OF ASSETS

Section 11.1 Withdrawal of Partners. Subject to the further
______________________
provisions of this Section 11.1 and except as provided in Article X, no
____________ _________
Partner shall at any time retire or withdraw from the Partnership. Any
Partner retiring or withdrawing in contravention of this Section 11.1 shall
____________
indemnify, defend and hold harmless the Partnership and the other Partners
from and against any losses, expenses, judgments, fines, settlements or
damages suffered or incurred by the Partnership or such other Partners
arising out of or resulting from such retirement or withdrawal. No
permitted transfer of all or any portion of a Partner's Interest in the
Partnership in accordance with Article X shall constitute a withdrawal in
_________
violation of this Section 11.1. Further, the withdrawal of a Holder in
____________
connection with the redemption of its entire Interest in the Partnership,
in accordance with the terms hereof or of an Action, shall not constitute a
violation of this Section 11.1.
____________

Section 11.2 Dissolution of the Partnership.
______________________________

(a) The Partnership shall not be dissolved by the admission
of additional or successor Partners in accordance with the terms of this
Agreement. The death, withdrawal, bankruptcy or dissolution of a Limited
Partner, or the occurrence of any other event which terminates the Interest
of a Limited Partner in the Partnership, shall not, in and of itself, cause
the Partnership to be dissolved and its affairs wound up. To the fullest
extent permitted by applicable law, upon the occurrence of such event, the
General Partner may, without any further act, vote or approval of any
Partner, admit any Person to the Partnership as an additional or substitute
limited partner in the Partnership, which admission shall be effective as
of the date of the occurrence of such event, and the business of the
Partnership shall be continued without dissolution.

(b) The Partnership shall be dissolved and its affairs shall
be wound up upon the occurrence of any of the following events:

(i) The expiration of the term of the Partnership, as
provided in Section 1.4 hereof;
___________

(ii) Upon the bankruptcy of the General Partner or the
assignment by the General Partner of its entire interest in the
Partnership when the assignee is not admitted to the Partnership as a
general partner of the Partnership in accordance with Section 10.1,
____________
or the filing of a certificate of dissolution or its equivalent, with
respect to the General Partner, or the revocation of the General
Partner's charter and the expiration of 90 days after the date of
notice to the General Partner of revocation without a reinstatement
of its charter, or any other event occurs which causes the General
Partner to cease to be a general partner of the Partnership under the
Act, provided that the Partnership shall not be dissolved and
required to be wound up in connection with any of the events
specified in this Section 11.2(b)(ii) if (A) at the time of the
___________________
occurrence of such event all of the remaining general partners of the
Partnership, if any, agree to and do carry on the business of the
Partnership or (B) within 90 days after the occurrence of such event,
a majority in Interest of the remaining Partners (or such greater
percentage in Interest as is required by the Act) agree in writing to
continue the business of the Partnership and to the appointment,
effective as of the date of such event, of one or more additional
general partners of the Partnership;

(iii) In accordance with any Action;

(iv) the entry of a decree of judicial dissolution under
the Act; or

(v) the written consent of all Partners.

20
<PAGE>
(c) Upon dissolution of the Partnership, the Liquidator (as
defined below) shall promptly notify the Partners of such dissolution.

Section 11.3 Liquidation. (a) In the event of the dissolution
___________
of the Partnership for any reason, the General Partner (or, if the
Partnership is dissolved pursuant to Section 11.2(b)(ii), then a
liquidating trustee appointed by 66 2/3% in liquidation preference of the
Preferred Securities (the General Partner or such Person so appointed is
hereinafter referred to as the "Liquidator")), shall commence to wind up
__________
the affairs of the Partnership and to liquidate the Partnership's assets;
provided, however, that a reasonable time shall be allowed for the orderly
________ _______
liquidation of the assets of the Partnership and the satisfaction of
liabilities to creditors so as to enable the Partners to minimize the
normal losses attendant upon liquidation. The Partners shall continue to
share all income, losses and distributions during the period of liquidation
in accordance with Articles IV and V. Subject to the provisions of this
___________ _
Article XI, the Liquidator shall have full right and unlimited discretion
__________
to determine the time, manner and terms of any sale or sales of Partnership
property pursuant to such liquidation, giving due regard to the activity and
condition of the relevant market and general financial and economic
conditions.

(b) The Liquidator shall have all of the rights and powers
with respect to the assets and liabilities of the Partnership in connection
with the liquidation and termination of the Partnership that the General
Partner would have with respect to the assets and liabilities of the
Partnership during the term of the Partnership, and the Liquidator is
hereby expressly authorized and empowered to execute any and all documents
necessary or desirable to effectuate the liquidation and termination of the
Partnership and the transfer of any assets.

(c) Notwithstanding the foregoing, a Liquidator which is not
the General Partner shall not be deemed a Partner in the Partnership and
shall not have any of the economic interests in the Partnership of a
Partner; and such Liquidator may be compensated for its services to the
Partnership at normal customary and competitive rates for its services to
the Partnership as reasonably determined by a majority-in-interest of the
Limited Partners.

Section 11.4 Distribution in Liquidation. Upon the winding up
___________________________
of the Partnership, the assets of the Partnership shall be distributed in
the following order of priority:

(a) to creditors of the Partnership, including
Preferred Security Holders who are creditors, to the extent otherwise
permitted by law, in satisfaction of the liabilities of the
Partnership (whether by payment or the making of reasonable provision
for payment thereof), other than liabilities for distributions
(including Dividends) to Partners; and

(b) to the Partners in proportion to the Partners'
positive Capital Account balances after giving effect to any
allocation of Net Income and Net Loss (and all items of Partnership
income, gain, loss and deduction thereof) pursuant to Article IV.

Section 11.5 Rights of Limited Partners. Each Limited Partner
__________________________
shall look solely to the assets of the Partnership for all distributions
with respect to the Partnership and such Partner's capital contribution
(including return thereof), and such Partner's share of profits or losses
thereof, and shall have no recourse therefor (upon dissolution or
otherwise) against the General Partner. Other than the distributions made
in connection with the occurrence of a Tax Event in accordance with the
terms of an Action, no distribution of Partnership property shall be made
in kind. Notwithstanding anything in the Act or this Agreement to the
contrary, in the event of a distribution in connection with the occurrence
of a Tax Event, a Partner may be compelled to accept a distribution of an
asset in kind from the Partnership even if the percentage of the asset
distributed to it exceeds a percentage of the asset which is equal to the
percentage in which such Partner shares in distributions from the
Partnership.

Section 11.6 Termination. The Partnership shall terminate
___________
when all of the assets of the Partnership shall have been disposed of and
the assets shall have been distributed as provided

21
<PAGE>
in Section 11.4 and the Liquidator shall have executed and caused to be
____________
filed a certificate of cancellation of the Certificate.

ARTICLE XII

AMENDMENTS AND MEETINGS

Section 12.1 Amendments. Except as otherwise provided in this
__________
Agreement or by any applicable terms of any Action establishing a series of
Preferred Securities, this Agreement may be amended by, and only by, a
written instrument executed by the General Partner; provided, however, that
________ _______
(i) no amendment shall be made, and any such purported amendment shall be
void and ineffective, to the extent the result thereof would be to cause
the Partnership to be treated as anything other than a partnership for
purposes of United States income taxation and (ii) any amendment which
would adversely affect the powers, preferences or special rights of any
series of Preferred Securities may be effected only as permitted by the
terms of such series of Preferred Securities.

Section 12.2 Amendment of Certificate. In the event this
________________________
Agreement shall be amended pursuant to Section 12.1, the General Partner
____________
shall amend the Certificate to reflect such change if it deems such
amendment of the Certificate to be necessary or appropriate.

Section 12.3 Meetings of the Partners.
________________________

(a) Meetings of the Limited Partners who are Holders of any
series or, in the case of a class vote, of multiple series of Preferred
Securities may be called at any time by the General Partner (or as provided
in any Action establishing a series of Preferred Securities) to consider
and act on any matter on which Limited Partners are entitled to act under
the terms of this Agreement or the Act. The General Partner shall call a
meeting of Holders of any series or, in the case of a class vote, multiple
series, if directed to do so by Holders of not less than 10% in liquidation
preference of the Preferred Securities of that series. Such direction
shall be given by delivering to the General Partner one or more calls in
writing stating that the signing Limited Partners wish to call a meeting
and indicating the general or specific purpose for which the meeting is to
be called. Any Limited Partner calling a meeting shall specify the LP
Certificates as to which the Limited Partners exercising the right to call
a meeting and only those specified Interests shall be counted for purposes
of determining whether the required percentage set forth in the proceeding
sentence has been met. Except to the extent otherwise provided in any such
Action, the following provisions shall apply to meetings of Partners.

(b) Notice of any such meeting shall be given to all Limited
Partners having a right to vote thereat not less than 7 Business Days nor
more than 60 days prior to the date of such meeting. Whenever a vote,
consent or approval of Limited Partners is permitted or required under this
Agreement, such vote, consent or approval may be given at a meeting of
Limited Partners. Further, any action that may be taken at a meeting of
the Limited Partners may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by Limited Partners owning not
less than the minimum Interests that would be necessary to authorize or
take such action at a meeting at which all Limited Partners having a right
to vote thereon were present and voting. Prompt notice of the taking of
action without a meeting shall be given to the Limited Partners entitled to
vote who have not consented in writing. The General Partner may specify
that any written ballot submitted to the Limited Partners for the purpose
of taking any action without a meeting shall be returned to the Partnership
within the time specified by the General Partner.

(c) Each Limited Partner may authorize any Person to act for
it by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or
participating at a meeting. No proxy shall be valid after the expiration
of 11 months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the Limited Partner
executing it. Except as otherwise provided herein, in any Action or
pursuant to Section 12.3(e), all matters relating to the giving, voting or
_______________
validity of proxy shall be

22
<PAGE>
governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations
thereunder, as if the Partnership were a Delaware corporation and the
Limited Partners were stockholders of a Delaware corporation.

(d) Each meeting of Partners shall be conducted by the
General Partner or by such other Person that the General Partner may
designate.

(e) The General Partner, in its sole discretion, shall
establish all other provisions relating to meetings of Limited Partners,
including notice of the time, place or purpose of any meeting at which any
matter is to be voted on by any Limited Partners, waiver of any such
notice, action by consent without a meeting, the establishment of a record
date, quorum requirements, voting in person or by proxy or any other matter
with respect to the exercise of any such right to vote.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Notices. All notices provided for in this
_______
Agreement shall be in writing, duly signed by the party giving such notice,
and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:

(a) if given to the Partnership, in care of the General
Partner at the Partnership's mailing address set forth below:

PacifiCorp Delaware, L.P.
c/o PacifiCorp
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
Attention:

(b) if given to the General Partner, at its mailing address
set forth below:

PacifiCorp
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
Attention: Richard T. O'Brien, Vice President

All such notices shall be deemed to have been given when
received.

Section 13.2 Entire Agreement. This Agreement constitutes the
________________
entire agreement among the parties. It supersedes any prior agreement or
understandings among them, and it may not be modified or amended in any
manner other than as set forth herein.

Section 13.3 Governing Law. This Agreement and the rights of
_____________
the parties hereunder shall be governed by and interpreted in accordance
with the law of the State of Delaware and all rights and remedies shall be
governed by such laws without regard to principles of conflict of laws.

Section 13.4 Effect. Except as herein otherwise specifically
______
provided, this Agreement shall be binding upon and inure to the benefit of
the parties and their legal representatives, successors and assigns.

23
<PAGE>
Section 13.5 Pronouns and Number. Wherever from the context
___________________
it appears appropriate, each term stated in either the singular or the
plural shall include the singular and the plural, and pronouns stated in
either the masculine, feminine or neuter shall include the masculine,
feminine and neuter.

Section 13.6 Partial Enforceability. If any provision of this
______________________
Agreement, or the application of such provision to any Person or
circumstance, shall be held invalid, the remainder of this Agreement, or
the application of such provision to persons or circumstances other than
those to which it is held invalid, shall not be affected thereby.

Section 13.7 Counterparts. This Agreement may contain more
____________
than one counterpart of the signature page and this Agreement may be
executed by the affixing of the signature of each of the Partners to one of
such counterpart signature pages. All of such counterpart signatures pages
shall be read as though one, and they shall have the same force and effect
as though all of the signers had signed a single signature page.

Section 13.8 Waiver of Partition. Each Partner hereby
___________________
irrevocably waives any and all rights (if any) that such Partner may have
to maintain any action for partition of any of the Partnership's property.

Section 13.9 Remedies. The failure of any party to seek
________
redress for violation of, or to insist upon the strict performance of, any
provision of this Agreement shall not prevent a subsequent act, which would
have originally constituted a violation, from having the effect of an
original violation. The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies. Said rights
and remedies are given in addition to any other rights the parties may have
by law, statute, ordinance or otherwise.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above stated.

General Partner:

PACIFICORP, an Oregon corporation

By: ___________________________________
Name:
Title:

Initial Limited Partner:

PACIFICORP PREFERRED CAPITAL, INC.,
a Delaware corporation

By: ___________________________________
Name:
Title:

24
<PAGE>
Annex A

Certificate Number Number of Preferred Securities
___________________________________________________
R-1
CUSIP NO.

Certificate Evidencing Preferred Securities
of
PacifiCorp Delaware, L.P.

___% Cumulative Monthly Income Preferred Securities, Series __
(liquidation preference $___ per Preferred Security)

PacifiCorp Delaware, L.P., a limited partnership formed under
the laws of the State of Delaware ( the "Partnership"), hereby certifies
___________
that ______________________ (the "Holder") is the registered owner of
______
_______ (______) Preferred Securities of the Partnership representing
limited partner interests in the Partnership of a series designated the
____% Cumulative Monthly Income Preferred Securities, Series __
(liquidation preference $___ per Preferred Security) (the "Series
________
Preferred Securities"). The Series __ Preferred Securities are fully paid
____________________
and nonassessable limited partner interests in the Partnership, as to which
the limited partners in the Partnership who hold the Series __ Preferred
Securities (the "Preferred Security Holders"), in their capacities as
__________________________
limited partners in the Partnership, will, assuming such Preferred Security
Holders do not participate in the control of the business of the
Partnership, have no liability solely by reason of being Preferred Security
Holders in excess of their share of the Partnership's assets and
undistributed profits (subject to the obligation of a Preferred Security
Holder to repay any funds wrongfully distributed to it) and are
transferable on the books and records of the Partnership, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The powers, preferences and special
rights and limitations of the Series __ Preferred Securities are set forth
in, and this certificate and the Series Preferred Securities represented
hereby are issued and shall in all respects be subject to the terms and
provisions of, the Amended and Restated Agreement of Limited Partnership of
the Partnership dated as of _____________, 1994, as the same may be amended
from time to time (the "Limited Partnership Agreement") authorizing the
_____________________________
issuance of the Series __ Preferred Securities and determining the powers,
preferences, and other special rights and limitations, regarding Dividends,
voting, return of capital and otherwise, and other matters relating to the
Series __ Preferred Securities. Capitalized terms used herein but not
defined shall have the meaning given them in the Limited Partnership
Agreement. The Holder is entitled to the benefits of the Guarantee
Agreement of PacifiCorp, an Oregon corporation ("PacifiCorp"), dated as of
__________
_________, 1994 (the "Guarantee") to the extent provided therein. The
_________
Partnership will furnish a copy of the Limited Partnership Agreement and
the Guarantee to the Holder without charge upon written request to the
Partnership at its principal place of business or registered office.

The Holder, by accepting this certificate, is deemed to have
agreed that (i) the Series __ Junior Subordinated Debentures acquired by
the Partnership with the proceeds from the issuance of the Series __
Preferred Security are subordinated and junior in right of payment to all
Senior Indebtedness of PacifiCorp as and to the extent provided in the
Indenture, and (ii) the Guarantee ranks subordinate and junior in right of
payment to all liabilities of PacifiCorp, pari passu with the most senior
preferred or preference stock now or hereafter issued by PacifiCorp and
with any guarantee now or hereafter issued by PacifiCorp in respect of any
preferred or preference stock of any Affiliate of PacifiCorp, and senior to
PacifiCorp's common stock, as and to the extent provided in the Guarantee.
Upon receipt of this certificate, the Holder is admitted to the Partnership
<PAGE>
as a limited partner of the Partnership, is bound by the Limited
Partnership Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, the Partnership has executed this
certificate this day of ____________, 199__.

PACIFICORP DELAWARE, L.P.

By: PACIFICORP, its General Partner

By: ___________________________________

<PAGE>
EXHIBIT (4)(h)

ACTION BY THE GENERAL PARTNER OF PACIFICORP DELAWARE, L.P.
CREATING THE ___% CUMULATIVE MONTHLY INCOME
PREFERRED SECURITIES, SERIES A

Pursuant to Section 6.2 of the Amended and Restated
Agreement of Limited Partnership, dated as of _______________,
1994 (as amended from time to time, the "Partnership
Agreement"), PacifiCorp, an Oregon corporation, as general
partner (the "General Partner") of PacifiCorp Delaware, L.P.
(the "Partnership"), desiring to establish the number, voting
powers, designation, preferences, participation, optional or
other special rights and the qualifications, limitations, or
restrictions of, and other matters relating to, an initial
series of Preferred Securities, hereby authorizes and
establishes such initial series of Preferred Securities
according to the following terms and conditions (each
capitalized term used but not defined herein shall have the
meaning set forth in the Partnership Agreement):

(a) Designation. ________________ (_______)
___________
Preferred Securities, liquidation preference $25 per Preferred
Security, are hereby designated as "____% Cumulative Monthly
Income Preferred Securities, Series A" (hereinafter called the
"Series A Preferred Securities").
_____________________________

(b) Dividends.
_________

(i) The Limited Partners who hold the Series A
Preferred Securities shall be entitled to receive, when,
as and if available and determined to be so distributed by
the General Partner (the General Partner's discretion to
be subject to paragraph (b)(ii)), cumulative cash
_________________
Dividends at a rate per annum of ___% of the stated
liquidation preference of $25 per Preferred Security,
calculated on the basis of a 360-day year of twelve 30-day
months, and payable in United States dollars monthly in
arrears on the last day of each calendar month of each
year, commencing ________, 1994. Such Dividends will
accrue and be cumulative whether or not they have been
declared and whether or not there are funds of the
Partnership legally available for the payment of
Dividends. Dividends on the Series A Preferred Securities
shall be cumulative from the date of original issue, and
the cumulative portion from such date to _______, 1994
shall be payable on _______, 1994. In the event that any
date on which Dividends are payable on the Series A
Preferred Securities is not a Business Day, then payment
of the Dividend payable on such date will be made on the
<PAGE>
next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on
the immediately preceding Business Day, in each case with
the same force and effect as if made on such date.
Accrued and unpaid Dividends will bear interest after the
Dividend payment date therefor at the rate per annum of
___% thereof.

(ii) Dividends on the Series A Preferred
Securities must be paid on the date such Dividends are
payable to the extent that the Partnership has, on the
date such Dividends are payable, (x) funds legally
available for the payment of such Dividends and (y) cash
on hand sufficient to permit such payments. Dividends
will be payable to the Preferred Security Holders as they
appear on the books and records of the Partnership on the
relevant record dates, which, as long as the Series A
Preferred Securities remain in book-entry-only form, will
be one Business Day prior to the relevant payment dates.
In the event the Series A Preferred Securities shall not
continue to remain in book-entry-only form, the General
Partner shall have the right to select relevant record
dates which shall be more than one Business Day prior to
the relevant payment dates.

(iii) The Partnership shall not:

(A) pay, or set aside for payment, any
Dividends with respect to any other Preferred
Securities unless the amount of any Dividends
declared on such other Preferred Securities is paid
on such other Preferred Securities and the Series A
Preferred Securities on a pro rata basis on the date
such Dividends are paid on such other Preferred
Securities, so that

(x) the aggregate amount of Dividends
paid on the Series A Preferred Securities bears
to the aggregate amount of Dividends paid on
such other Preferred Securities the same ratio
as

(y) the aggregate of all accrued and
unpaid Dividends in respect of the Series A
Preferred Securities bears to the aggregate of
all accrued and unpaid Dividends in respect of
such other Preferred Securities; or

(B) redeem, purchase or otherwise acquire
any other Preferred Securities;

2
<PAGE>
until, in the case of clauses (A) and (B), such time as all
accrued and unpaid Dividends on the Series A Preferred
Securities shall have been paid in full for all Dividend
periods terminating on or prior to, in the case of clause (A),
such payment and, in the case of clause (B), the date of such
redemption, purchase or acquisition.

(i) The Series A Preferred Securities are
redeemable, at the option of the Partnership, in whole or
in part from time to time, on or after ________, 1999,
upon not less than 30 nor more than 60 days' notice, at
the Redemption Price (as hereinafter defined). If a
partial redemption would result in a delisting of the
Series A Preferred Securities, the Partnership may only
redeem the Series A Preferred Securities in whole.

(ii) Upon any redemption or repayment of the
___% Deferrable Interest Junior Subordinated Debentures,
Series A, due 2034 issued by PacifiCorp ("Series A Junior
Subordinated Debentures") at maturity or earlier, the
proceeds from such redemption or repayment shall be
applied to redeem the Series A Preferred Securities, in
whole or in part, at the redemption price of $25 per
Preferred Security plus accumulated and unpaid Dividends
(whether or not declared) to the date fixed for redemption
(the "Redemption Price") upon not less than 30 nor more
________________
than 60 days' notice.

(iii) If a Tax Event shall occur and be
continuing, the General Partner shall dissolve the
Partnership and, subject to Section 11.4 of the
____________
Partnership Agreement, cause to be distributed to Series A
Preferred Security Holders in liquidation of the
Partnership, within 90 days following the occurrence of
such Tax Event, Series A Junior Subordinated Debentures
having a principal amount equal to the aggregate
liquidation preference of the outstanding Series A
Preference Securities and with accrued and unpaid interest
in an amount equal to any unpaid Dividends on the Series A
Preferred Securities; provided, however, that (A) the
Partnership shall be required to obtain an opinion of
counsel (which may be regular tax counsel to PacifiCorp or
an Affiliate, but not an employee thereof) to the effect
that the holders of the Series A Preferred Securities will
not recognize any gain or loss for federal income tax
purposes as a result of such dissolution and distribution
of Series A Junior Subordinated Debentures and (B) the
General Partner may elect to cause the Series A Preferred
Securities to remain outstanding.

3
<PAGE>
After the date fixed for any distribution of Series A
Junior Subordinated Debentures upon dissolution of the
Partnership, (i) the Series A Preferred Securities will no
longer be deemed to be outstanding, (ii) DTC or its nominee, as
the record Holder of the Series A Preferred Securities, will
return the registered global certificate or certificates
representing the Series A Preferred Securities and will receive
a registered global certificate or certificates representing
the Series A Junior Subordinated Debentures to be delivered
upon such distribution and (iii) any certificates representing
Series A Preferred Securities not held by DTC or its nominee
will be deemed to represent Series A Junior Subordinated
Debentures having a principal amount and accrued and unpaid
interest equal to the aggregate of the stated liquidation
preference of, and accrued and unpaid Dividends on, such
Series A Preferred Securities until such certificates are
presented to the General Partner or its agent for transfer or
reissuance.

(d) Redemption Procedures.
_____________________

(i) Notice of any redemption (a "Notice of
_________
Redemption") of the Series A Preferred Securities will be
__________
given by the Partnership by mail to each record Holder to
be redeemed not fewer than 30 nor more than 60 days prior
to the date fixed for redemption thereof. For purposes of
the calculation of the date of redemption and the dates on
which notices are given pursuant to this paragraph (d)(i),
________________
a Notice of Redemption shall be deemed to be given on the
day such notice is first mailed by first-class mail,
postage prepaid, to Preferred Security Holders who hold
Series A Preferred Securities. Each Notice of Redemption
shall be addressed to the Preferred Security Holders who
hold Series A Preferred Securities at the address of the
Holder appearing in the books and records of the
Partnership. No defect in the Notice of Redemption or in
the mailing thereof or publication of its contents shall
affect the validity of the redemption proceedings.

(ii) In the event that fewer than all the
outstanding Series A Preferred Securities are to be
redeemed, the Series A Preferred Securities to be redeemed
in the case of a redemption pursuant to paragraph (c)(i)
________________
will be selected in accordance with paragraph
_________
(d)(iv) hereof. The Partnership may not redeem fewer
________
than all the outstanding Series A Preferred Securities
unless all accrued and unpaid Dividends have been paid on
all Series A Preferred Securities for all monthly Dividend
periods terminating on or prior to the date of redemption.

(iii) If the Partnership gives a Notice of
Redemption in respect of Series A Preferred Securities,
then, (A) by 12:00 noon, New York time, on the redemption

4
<PAGE>
date in the case of Clauses (I) and (II) below or
___________ ____
(B) prior to the close of business on the Business Day
immediately preceding the redemption date in the case of
Clause (III) below, the Partnership will irrevocably
____________
deposit with (I) DTC, if DTC is the Clearing Agency on the
date such Notice of Redemption is given, (II) such other
Person which is the Clearing Agency on the date such
Notice of Redemption is given or (III) if there is no
Clearing Agency with respect to the Preferred Securities
on the date such Notice of Redemption is given, the Paying
Agent or Paying Agents appointed by the General Partner
pursuant to Section 10.7 of the Partnership Agreement,
____________
funds sufficient to pay the applicable Redemption Price
and will give DTC, such other Clearing Agency or the
Paying Agent or Paying Agents, as the case may be,
irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Series A Preferred
Securities. If Notice of Redemption shall have been given
and funds deposited as required, then upon the date of
such deposit, all rights of the Preferred Security Holders
who hold such Series A Preferred Securities so called for
redemption will cease, except the right of the Holders of
such securities to receive the Redemption Price, but
without interest on such Redemption Price. In the event
that any date fixed for redemption of Series A Preferred
Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the
next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such
delay), except that, if such Business Day falls in the
next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Series A
Preferred Securities is improperly withheld or refused and
not paid either by the Partnership or by PacifiCorp
pursuant to the Guarantee, Dividends on such Series A
Preferred Securities will continue to accrue at the then
applicable rate, from the original redemption date to the
date of payment, in which case the actual payment date
will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

(iv) Redemption notices shall be sent to
(A) Cede & Co. or any successor nominee of DTC, in either
case so long as DTC is the Clearing Agency, (B) the
nominee of any Clearing Agency other than DTC or (C) any
Paying Agent or Paying Agents appointed by the General
Partner pursuant to Section 10.7 of the Partnership
____________
Agreement. If less than all of the Series A Preferred
Securities are being redeemed, interests to be redeemed
shall be determined as follows: (x) in accordance with
DTC's practice, so long as DTC is the Clearing Agency,
(y) in accordance with the practice of any other Clearing

5
<PAGE>
Agency or (z) if, at the time such redemption notice is
sent, there is no Clearing Agency, the Paying Agent or
Paying Agents shall select, by lot or in such other manner
as the Paying Agent or Paying Agents shall deem
appropriate and fair, in their discretion, the Preferred
Securities to be redeemed.

(e) Liquidation Distribution. In the event of any
________________________
voluntary or involuntary dissolution, winding up or termination
of the Partnership, Preferred Security Holders who hold the
Series A Preferred Securities at the time will be entitled to
receive out of the assets of the Partnership available for
distribution to Partners after satisfaction of liabilities of
creditors as required by the Act, before any distribution of
assets is made to the General Partner, but together with the
Holders of every other series of Preferred Securities
outstanding, if any, an amount equal to, in the case of Holders
of Series A Preferred Securities, the aggregate of the stated
liquidation preference of $25 per Preferred Security and
accrued and unpaid Dividends thereon (whether or not declared)
to the date of payment (the "Liquidation Distribution"), unless
________________________
in connection with such dissolution, winding up or termination,
Series A Junior Subordinated Debentures in an aggregate
principal amount equal to the aggregate of the stated
liquidation preference of $25 per Preferred Security of all
Series A Preferred Securities then outstanding with accrued and
unpaid interest in an amount equal to any unpaid Dividends on
the Series A Preferred Securities have been distributed on a
pro rata basis to the Holders of the Series A Preferred
Securities.

If, upon any such liquidation, the Liquidation
Distribution can be paid only in part because the Partnership
has insufficient assets available to pay in full the aggregate
Liquidation Distribution and the aggregate maximum liquidation
distributions on any other series of Preferred Securities, then
the amounts payable directly by the Partnership on the Series A
Preferred Securities and on such other series of Preferred
Securities shall be paid on a pro rata basis, so that

(i) the aggregate amount paid in respect of the
Liquidation Distribution bears to the aggregate amount
paid as liquidation distributions on such other series of
Preferred Securities the same ratio as

(ii) the aggregate Liquidation Distribution
bears to the aggregate maximum liquidation distributions
on such other series of Preferred Securities.

6
<PAGE>
Subordinated Debentures or (iii) PacifiCorp is in default on
any of its payment or other obligations under the Guarantee,
then the Holders of the Series A Preferred Securities, together
with the Holders of any other series of Preferred Securities
having the right to vote for the appointment of a Special
Representative in such event, acting as a single class, will be
entitled by the majority vote of such Holders to appoint and
authorize a Special Representative to enforce the Partnership's
creditor rights under the Junior Subordinated Debentures,
enforce the rights of the Series A Preferred Security Holders
under the Guarantee and enforce the rights of the Preferred
Security Holders to receive Dividends on Preferred Securities,
PacifiCorp agreeing to execute and deliver such documents as
may be necessary, appropriate or convenient for the Special
Representative to enforce such rights and obligations.

In furtherance of the foregoing, and without limiting
the powers of any Special Representative so appointed and for
the avoidance of any doubt concerning the powers of the Special
Representative, any Special Representative, in its own name,
in the name of the Partnership, in the name of the Series A
Preferred Security Holders or otherwise, may institute or
cause to be instituted a proceeding, including, without
limitation, any suit in equity, an action at law or other
judicial or administrative proceeding, to enforce the Partnership's
or the Series A Preferred Security Holders' rights directly
against PacifiCorp, or any other obligor in connection with
such obligations on behalf of the Partnership or the Series A
Preferred Security Holders, and may prosecute such proceeding
to judgment or final decree, and enforce the same against
PacifiCorp or any other obligor in connection with such
obligations and collect, out of the property, wherever
situated, of PacifiCorp or any such other obligor upon such
obligations, the monies adjudged or decreed to be payable in
the manner provided by law. The Special Representative shall
not by virtue of acting in such capacity be admitted as a
general partner in the Partnership or otherwise be deemed
to be a general partner in the Partnership and shall have
no liability for the debts, obligations or liabilities of
the Partnership.

For purposes of determining whether the Partnership
has failed to pay Dividends in full for 18 consecutive monthly
Dividend periods, Dividends shall be deemed to remain in
arrears, notwithstanding any payments in respect thereof, until
full cumulative Dividends have been or contemporaneously are
declared and paid with respect to all monthly Dividend periods
terminating on or prior to the date of payment of such full
cumulative Dividends. Not later than 30 days after such right
to appoint a Special Representative arises, the General Partner
will convene a meeting for the purpose of appointing a Special
Representative. If the General Partner fails to convene such
meeting within such 30-day period, the Holders of 10% in

7
<PAGE>
liquidation preference of the outstanding Preferred Securities
will be entitled to convene such meeting. The provisions of
Section 12.3 of the Partnership Agreement relating to the
____________
convening and conduct of meetings of the Partners will apply
with respect to any such meeting. Any Special Representative
so appointed shall cease to be a representative of the
Partnership and the Limited Partners if the Partnership (or
PacifiCorp pursuant to the Guarantee) shall have paid in full
all accumulated and unpaid Dividends on the Preferred
Securities or such default or breach, as the case may be, shall
have been cured, and PacifiCorp, as the general partner of the
Partnership, is hereby authorized to and shall continue the
business of the Partnership without dissolution.
Notwithstanding the appointment of any such Special
Representative, PacifiCorp retains all rights under the
Indenture, including the right to extend the interest payment
period, and shall continue to be a general partner in the
Partnership.

If any proposed amendment of this Action provides
for, or the General Partner otherwise proposes to effect
(pursuant to an Action or otherwise), (x) any action which
would adversely affect the powers, preferences or special
rights of the Series A Preferred Securities, whether by way of
amendment of this Action or otherwise (including, without
limitation, the authorization or issuance of any interests
ranking, as to participation in the profits and Dividends or in
the assets of the Partnership, senior or junior to the Series A
Preferred Securities), or (y) the dissolution, winding up or
termination of the Partnership, other than (A) a dissolution,
winding up or termination in connection with which the
Partnership distributes the Series A Junior Subordinated
Debentures to the Series A Security Holders upon the occurrence
of a Tax Event or (B) as described in paragraph (g) below, then
_____________
the Series A Preferred Security Holders will be entitled to
vote on such amendment or proposal of the General Partner (but
not on any other amendment or proposal) as a class with all
other Holders of Preferred Securities similarly affected, and
such amendment or proposal shall not be effective except with
the approval of Holders of 66-2/3% in liquidation preference of
such outstanding Preferred Securities; provided, however, that
________ _______
no such approval shall be required if the dissolution, winding
up or termination of the Partnership is proposed or initiated
pursuant to Section 11.2 of the Partnership Agreement or upon
____________
the initiation of proceedings, or after proceedings have been
initiated, for the dissolution, winding up or termination of
PacifiCorp.

8
<PAGE>
participation in the profits and Dividends or in the assets of
the Partnership.

Any required approval of Holders of Series A
Preferred Securities may be given at a separate meeting of such
Holders convened for such purpose, at a meeting of all of the
Partners or pursuant to written consent. The Partnership will
cause a notice of any meeting at which Limited Partners holding
Series A Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is
to be taken, to be mailed to each Holder of Series A Preferred
Securities. Each such notice will include a statement setting
forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any matter on
which such Holders are entitled to vote or upon which written
consent is sought and (iii) instructions for the delivery of
proxies or consents. No vote or consent of the Holders of
Series A Preferred Securities will be required for the
Partnership to redeem and cancel Series A Preferred Securities
in accordance with this Action.

Notwithstanding that Holders of Series A Preferred
Securities are entitled to vote or consent under any of the
circumstances described above, any of the Series A Preferred
Securities and any other series of Preferred Securities that
are entitled to vote or consent with such Series A Preferred
Securities as a single class at such time that are owned by
PacifiCorp or any Person owned more than 50% by PacifiCorp,
either directly or indirectly, shall not be entitled to vote or
consent and shall, for the purposes of such vote or consent, be
treated as if they were not outstanding.

(g) Mergers. The Partnership shall not consolidate,
_______
amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an
entirety to any Person, except as described below. The
Partnership may, without the consent of the Holders of the
Series A Preferred Securities, consolidate, amalgamate, merge
with or into, or be replaced by a limited partnership, a
limited liability company or a trust organized as such under
the laws of any state of the United States of America;
provided, that (i) such successor entity either (x) expressly
assumes all of the obligations of the Partnership under the
Series A Preferred Securities or (y) substitutes for the
Series A Preferred Securities other securities having
substantially the same terms as the Series A Preferred
Securities (the "Successor Securities") so long as the
____________________
Successor Securities rank, with respect to participation in the
profits and Dividends or in the assets of the successor entity,
at least as high as the Series A Preferred Securities rank with
respect to participation in the profits and Dividends or in the
assets of the Partnership, (ii) PacifiCorp expressly
acknowledges such successor entity as the Holder of the

9
<PAGE>
Series A Junior Subordinated Debentures, (iii) the Series A
Preferred Securities or the Successor Securities are listed, or
will be listed on notification of issuance, on any national
securities exchange or other organization on which the Series A
Preferred Securities are then listed, (iv) such merger,
consolidation, amalgamation or replacement does not cause the
Series A Preferred Securities (or the Successor Securities) to
be downgraded by any nationally recognized statistical rating
organization, as that term is defined by the Securities and
Exchange Commission for purposes of Rule 436(g)(2) under the
Securities Act, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the powers, preferences
and special rights of Holders of Series A Preferred Securities
(including any Successor Securities) in any material respect,
(vi) such successor entity has a purpose substantially
identical to that of the Partnership and (vii) prior to such
merger, consolidation, amalgamation or replacement, PacifiCorp
has received an opinion of nationally recognized independent
counsel to the Partnership experienced in such matters to the
effect that (x) such successor entity will be treated as a
partnership for Federal income tax purposes, (y) following such
merger, consolidation, amalgamation or replacement, PacifiCorp
and such successor entity will be in compliance with the 1940
Act without registering thereunder as an investment company,
and (z) such merger, consolidation, amalgamation or replacement
will not adversely affect the limited liability of Holders of
Series A Preferred Securities.

IN WITNESS WHEREOF, the General Partner has executed
this Action as of this _____ day of ______________, 1994.

GENERAL PARTNER:

PACIFICORP, an Oregon corporation

By: _____________________________
Name: _______________________
Title: ______________________

<PAGE>
EXHIBIT (4)(i)

ACTION BY THE GENERAL PARTNER OF PACIFICORP DELAWARE, L.P.
CREATING THE CUMULATIVE ADJUSTABLE RATE MONTHLY INCOME
PREFERRED SECURITIES, SERIES A

Pursuant to Section 6.2 of the Amended and Restated
Agreement of Limited Partnership, dated as of _______________,
1994 (as amended from time to time, the "Partnership
___________
Agreement"), PacifiCorp, an Oregon corporation, as general
_________
partner (the "General Partner") of PacifiCorp Delaware, L.P.
_______________
(the "Partnership"), desiring to establish the number, voting
___________
powers, designation, preferences, participation, optional or
other special rights and the qualifications, limitations, or
restrictions of, and other matters relating to, an initial
series of Preferred Securities, hereby authorizes and
establishes such new series of Preferred Securities according
to the following terms and conditions (each capitalized term
used but not defined herein shall have the meaning set forth in
the Partnership Agreement):

(a) Designation. ________________ (_______)
___________
Preferred Securities, liquidation preference $25 per Preferred
Security, are hereby designated as "Cumulative Adjustable Rate
Monthly Income Preferred Securities, Series A" (hereinafter
called the "Series A Preferred Securities").
_____________________________

(b) Dividends.
_________

(i) The Limited Partners who hold the Series A
Preferred Securities shall be entitled to receive, when,
as and if available and determined to be so distributed by
the General Partner (the General Partner's discretion to
be subject to paragraph (b)(ii)), cumulative cash
_________________
Dividends accruing from the date of original issue and
payable in United States dollars monthly in arrears on the
last day of each calendar month of each year, commencing
_______________, 1994. The amount of Dividends payable
for any period will be calculated on the basis of a
360-day year of twelve 30-day months. The Dividend rate
will be adjusted quarterly. The rate for the initial
period from the date of initial issuance to _____________,
1994 will be _____% per annum. Thereafter, Dividends on
the Series A Preferred Securities will be payable at the
"Applicable Rate" (as defined below) from time to time in
_______________
effect. Such Dividends will accrue and be cumulative
whether or not they have been declared and whether or not
there are funds of the Partnership legally available for
the payment of Dividends. Dividends on the Series A
Preferred Securities shall be cumulative from the date of
<PAGE>
original issue, and the cumulative portion from such date
to _______, 1994 shall be payable on _______, 1994. In
the event that any date on which Dividends are payable on
the Series A Preferred Securities is not a Business Day,
then payment of the Dividend payable on such date will be
made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such
date. Accrued and unpaid Dividends will bear interest
after the Dividend payment date therefor at the rate per
annum equal to the Dividend rate during the period of
arrearage.

(A) Except as provided below in this
paragraph, the "Applicable Rate" for any quarter
(other than the initial period) will be equal to
____% of the Effective Rate (as defined below), but
not less than ____% per annum nor more than ____% per
annum. The "Effective Rate" for any quarter will be
equal to the highest of the Treasury Bill Rate, the
Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined below) for
such quarter. The Applicable Rate will be rounded to
the nearest five hundredths of a percent. In the
event that the Partnership determines in good faith
that for any reason:

(x) any one of the Treasury Bill
Rate, the Ten Year Constant Maturity Rate or the
Thirty Year Constant Maturity Rate cannot be
determined for any quarter, then the Effective
Rate for such quarter will be equal to the
higher of whichever two of such rates can be so
determined.

(y) only one of the Treasury Bill
Rate, the Ten Year Constant Maturity Rate and
the Thirty Year Constant Maturity Rate can be
determined for any quarter, then the Effective
Rate for such quarter will be equal to whichever
such rate can be so determined; or

(z) none of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the
Thirty Year Constant Maturity Rate can be
determined for any quarter, then the Effective
Rate for the preceding quarter will be continued
for such quarter.

2
<PAGE>
(B) Except as described below in this
paragraph, the "Treasury Bill Rate" for each quarter
will be the arithmetic average of the two most recent
weekly per annum secondary market discount rates (or
the one weekly per annum secondary market discount
rate, if only one such rate is published during the
relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly
by the Federal Reserve Board (as defined below)
during the Calendar Period immediately preceding the
last ten calendar days preceding the quarter for
which the dividend rate on the Series A Preferred
Securities is being determined. In the event that
the Federal Reserve Board does not publish such a
weekly per annum secondary market discount rate
during any such Calendar Period, then the Treasury
Bill Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum
secondary market discount rates (or the one weekly
per annum secondary market discount rate, if only one
such rate is published during the relevant Calendar
Period) for three-month U.S. Treasury bills, as
published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government
department or agency selected by the Partnership. In
the event that a per annum secondary market discount
rate for three-month U.S. Treasury bills is not
published by the Federal Reserve Board or by any
Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period,
then the Treasury Bill Rate for such quarter will be
the arithmetic average of the two most recent weekly
per annum secondary market discount rates (or the one
weekly per annum secondary market discount rate, if
only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills
then having remaining maturities of not less than 80
nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board, or if
the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the
Partnership. In the event that the Partnership
determines in good faith that for any reason no such
U.S. Treasury bill rates are published as provided
above during such Calendar Period, then the Treasury
Bill Rate for such quarter will be the arithmetic
average of the per annum secondary market discount
rates based upon the closing bids during such
Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more than
100 days from the date of each such quotation, as

3
<PAGE>
chosen and quoted daily for each business day in New
York City (or less frequently if daily quotations are
not generally available) to the Partnership by at
least three recognized dealers in U.S. Government
securities selected by the Partnership. In the event
that the Partnership determines in good faith that
for any reason the Partnership cannot determine the
Treasury Bill Rate for any quarter as provided above
in this paragraph, the Treasury Bill Rate for such
quarter will be the arithmetic average of the per
annum secondary market discount rate based upon the
closing bids during such Calendar Period for each of
the issues of marketable interest-bearing U.S.
Treasury securities with a remaining maturity of not
less than 80 nor more than 100 days, as chosen and
quoted daily for each business day in New York City
(or less frequently if daily quotations are not
generally available) to the Partnership by at least
three recognized dealers in U.S. Government
securities selected by the Partnership.

(C) Except as described below in this
paragraph, the "Ten Year Constant Maturity Rate" for
each quarter will be the arithmetic average of the
two most recent weekly per annum Ten Year Average
Yields (as defined below) (or the one weekly per
annum Ten Year Average Yield, if only one such yield
is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during
the Calendar Period immediately preceding the last
ten calendar days preceding the quarter for which the
dividend rate on the Series A Preferred Securities is
being determined. In the event that the Federal
Reserve Board does not publish such a weekly per
annum Ten Year Average Yield during such Calendar
Period, then the Ten Year Constant Maturity Rate for
such quarter will be the arithmetic average of the
two most recent weekly per annum Ten Year Average
Yields (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly during
such Calendar Period by any Federal Reserve Bank or
by any U.S. Government department or agency selected
by the Partnership. In the event that a per annum
Ten Year Average Yield is not published by the
Federal Reserve Board or by the Federal Reserve Bank
or by any U.S. Government department or agency during
such Calendar Period, then the Ten Year Constant
Maturity Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum
average yields to maturity (or the one weekly per
annum average yield to maturity, if only one such
yield is published during the relevant Calendar

4
<PAGE>
Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other
than Special Securities (as defined below)) then
having remaining maturities of not less than eight
nor more than twelve years, as published during such
Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the
Partnership. In the event that the Partnership
determines in good faith that for any reason the
Partnership cannot determine the Ten Year Constant
Maturity Rate for any quarter as provided above in
this paragraph, then the Ten Year Constant Maturity
Rate for such quarter will be the arithmetic average
of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for
each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not
less than eight or more than twelve years from the
date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less
frequently if daily quotations are not generally
available) to the Partnership by at least three
recognized dealers in U.S. Government securities
selected by the Partnership.

(D) Except as described below in this
paragraph, the "Thirty Year Constant Maturity Rate"
for each quarter will be the arithmetic average of
the two most recent weekly per annum Thirty Year
Average Yields (as defined below) (or the one weekly
per annum Thirty Year Average Yield, if only one such
yield is published during the relevant Calendar
Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately
preceding the last ten calendar days preceding the
quarter for which the dividend rate on the Series A
Preferred Securities is being determined. In the
event that the Federal Reserve Board does not publish
such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such quarter will be the
arithmetic average of the two most recent weekly per
annum Thirty Year Average Yields (or the one weekly
per annum Thirty Year Average Yield, if only one such
yield is published during the relevant Calendar
Period), as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the
Partnership. In the event that a per annum Thirty
Year Average Yield is not published by the Federal

5
<PAGE>
Reserve Board or by any Federal Reserve Bank or by
any U.S. Government department or agency during such
Calendar Period, then the Thirty Year Constant
Maturity Rate for such quarter will be the arithmetic
average of the two most recent weekly per annum
average yields to maturity (or the one weekly per
annum average yield to maturity, if only one such
yield is published during the relevant Calendar
Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining
maturities of not less than twenty-eight nor more
than thirty-two years, as published during such
Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the
Partnership. In the event that the Partnership
determines in good faith that for any reason the
Partnership cannot determine the Thirty Year Constant
Maturity Rate for any quarter as provided above in
this paragraph, then the Thirty Year Constant
Maturity Rate for such quarter will be the arithmetic
average of the per annum average yields to maturity
based upon the closing bids during such Calendar
Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a
final maturity date not less than twenty-eight nor
more than thirty-two years from the date of each such
quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if
daily quotations are not generally available) to the
Partnership by at least three recognized dealers in
U.S. Government securities selected by the
Partnership.

(E) The Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant
Maturity Rate will each be rounded to the nearest one
hundredth of a percent.

(F) The Applicable Rate with respect to
each quarter (other than the initial period) will be
calculated as promptly as practicable by the
Partnership according to the appropriate method
described above. The Partnership will cause each
Applicable Rate to be published in a newspaper of
general circulation in New York City before the
commencement of the quarter to which it applies and
will cause notice of such Applicable Rate to be given
to the securities depository for the Series A
Preferred Securities, which currently is DTC.

6
<PAGE>
(G) As used above, the term "Calendar
________
Period" means a period of fourteen calendar days; the
______
term "Federal Reserve Board" means the Board of
_____________________
Governors of the Federal Reserve System; the term
"Special Securities" means securities which can, at
__________________
the option of the holder, be surrendered at face
value in payment of any Federal estate tax or which
provide tax benefits to the holder and are priced to
reflect such tax benefits or which were originally
issued at a deep or substantial discount; the term
"Ten Year Average Yield" means the average yield to
______________________
maturity for actively traded marketable U.S. Treasury
fixed interest rate securities adjusted to constant
maturities of ten years; and the term "Thirty Year
___________
Average Yield" means the average yield to maturity
_____________
for actively traded marketable U.S. Treasury fixed
interest rate securities adjusted to constant
maturities of thirty years.

(iii) The Partnership shall not:

(x) the aggregate amount of Dividends
paid on the Series A Preferred Securities bears
to the aggregate amount of Dividends paid on
such other Preferred Securities the same ratio
as

7
<PAGE>
(y) the aggregate of all accrued and
unpaid Dividends in respect of the Series A
Preferred Securities bears to the aggregate of
all accrued and unpaid Dividends in respect of
such other Preferred Securities; or

(B) redeem, purchase or otherwise acquire
any other Preferred Securities;

until, in the case of clauses (A) and (B), such time as all
accrued and unpaid Dividends on the Series A Preferred
Securities shall have been paid in full for all Dividend
periods terminating on or prior to, in the case of clause (A),
such payment and, in the case of clause (B), the date of such
redemption, purchase or acquisition.

(ii) Upon any redemption or repayment of the
___% Deferrable Interest Junior Subordinated Debentures,
Series A, due 2034 issued by PacifiCorp ("Series A Junior
_______________
Subordinated Debentures") at maturity or earlier, the
_______________________
proceeds from such redemption or repayment shall be
applied to redeem the Series A Preferred Securities, in
whole or in part, at the redemption price of $25 per
Preferred Security plus accumulated and unpaid Dividends
(whether or not declared) to the date fixed for redemption
(the "Redemption Price") upon not less than 30 nor more
________________
than 60 days' notice.

8
<PAGE>
counsel (which may be regular tax counsel to PacifiCorp or
an Affiliate, but not an employee thereof) to the effect
that the holders of the Series A Preferred Securities will
not recognize any gain or loss for federal income tax
purposes as a result of such dissolution and distribution
of Series A Junior Subordinated Debentures and (B) the
General Partner may elect to cause the Series A Preferred
Securities to remain outstanding.

After the date fixed for any distribution of Series A
Junior Subordinated Debentures upon dissolution of the
Partnership, (i) the Series A Preferred Securities will no
longer be deemed to be outstanding, (ii) DTC or its nominee, as
the record Holder of the Series A Preferred Securities, will
return the registered global certificate or certificates
representing the Series A Preferred Securities and will receive
a registered global certificate or certificates representing
the Series A Junior Subordinated Debentures to be delivered
upon such distribution and (iii) any certificates representing
Series A Preferred Securities not held by DTC or its nominee
will be deemed to represent Series A Junior Subordinated
Debentures having a principal amount and accrued and unpaid
interest equal to the aggregate of the stated liquidation
preference of, and accrued and unpaid Dividends on, such
Series A Preferred Securities until such certificates are
presented to the General Partner or its agent for transfer or
reissuance.

(d) Redemption Procedures.
_____________________

9
<PAGE>
(d)(iv) hereof. The Partnership may not redeem fewer than
_______
all the outstanding Series A Preferred Securities unless
all accrued and unpaid Dividends have been paid on all
Series A Preferred Securities for all monthly Dividend
periods terminating on or prior to the date of redemption.

(iii) If the Partnership gives a Notice of
Redemption in respect of Series A Preferred Securities,
then, (A) by 12:00 noon, New York time, on the redemption
date in the case of Clauses (I) and (II) below or
___________ ____
(B) prior to the close of business on the Business Day
immediately preceding the redemption date in the case of
Clause (III) below, the Partnership will irrevocably
____________
deposit with (I) DTC, if DTC is the Clearing Agency on the
date such Notice of Redemption is given, (II) such other
Person which is the Clearing Agency on the date such
Notice of Redemption is given or (III) if there is no
Clearing Agency with respect to the Preferred Securities
on the date such Notice of Redemption is given, the Paying
Agent or Paying Agents appointed by the General Partner
pursuant to Section 10.7 of the Partnership Agreement,
____________
funds sufficient to pay the applicable Redemption Price
and will give DTC, such other Clearing Agency or the
Paying Agent or Paying Agents, as the case may be,
irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Series A Preferred
Securities. If Notice of Redemption shall have been given
and funds deposited as required, then upon the date of
such deposit, all rights of the Preferred Security Holders
who hold such Series A Preferred Securities so called for
redemption will cease, except the right of the Holders of
such securities to receive the Redemption Price, but
without interest on such Redemption Price. In the event
that any date fixed for redemption of Series A Preferred
Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the
next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such
delay), except that, if such Business Day falls in the
next calendar year, such payment will be made on the
immediately preceding Business Day. In the event that
payment of the Redemption Price in respect of Series A
Preferred Securities is improperly withheld or refused and
not paid either by the Partnership or by PacifiCorp
pursuant to the Guarantee, Dividends on such Series A
Preferred Securities will continue to accrue at the then
applicable rate, from the original redemption date to the
date of payment, in which case the actual payment date
will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

(iv) Redemption notices shall be sent to
(A) Cede & Co. or any successor nominee of DTC, in either

10
<PAGE>
case so long as DTC is the Clearing Agency, (B) the
nominee of any Clearing Agency other than DTC or (C) any
Paying Agent or Paying Agents appointed by the General
Partner pursuant to Section 10.7 of the Partnership
____________
Agreement. If less than all of the Series A Preferred
Securities are being redeemed, interests to be redeemed
shall be determined as follows: (x) in accordance with
DTC's practice, so long as DTC is the Clearing Agency,
(y) in accordance with the practice of any other Clearing
Agency or (z) if, at the time such redemption notice is
sent, there is no Clearing Agency, the Paying Agent or
Paying Agents shall select, by lot or in such other manner
as the Paying Agent or Paying Agents shall deem
appropriate and fair, in their discretion, the Preferred
Securities to be redeemed.

(i) the aggregate amount paid in respect of the
Liquidation Distribution bears to the aggregate amount
paid as liquidation distributions on such other series of
Preferred Securities the same ratio as

11
<PAGE>

(ii) the aggregate Liquidation Distribution
bears to the aggregate maximum liquidation distributions
on such other series of Preferred Securities.

(f) Voting Rights. If (i) the Partnership fails to
_____________
pay Dividends in full on the Series A Preferred Securities for
18 consecutive monthly Dividend periods, (ii) an event of
default occurs and is continuing on the Series A Junior
Subordinated Debentures or (iii) PacifiCorp is in default on
any of its payment or other obligations under the Guarantee,
then the Holders of the Series A Preferred Securities, together
with the Holders of any other series of Preferred Securities
having the right to vote for the appointment of a Special
Representative in such event, acting as a single class, will be
entitled by the majority vote of such Holders to appoint and
authorize a Special Representative to enforce the Partnership's
creditor rights under the Junior Subordinated Debentures,
enforce the rights of the Series A Preferred Security Holders
under the Guarantee and enforce the rights of the Preferred
Security Holders to receive Dividends on Preferred Securities,
PacifiCorp agreeing to execute and deliver such documents as
may be necessary, appropriate or convenient for the Special
Representative to enforce such rights and obligations.

In furtherance of the foregoing, and without limiting
the powers of any Special Representative so appointed and for
the avoidance of any doubt concerning the powers of the Special
Representative, any Special Representative, in its own name,
in the name of the Partnership, in the name of the Series A
Preferred Security Holders or otherwise, may institute or
cause to be instituted a proceeding, including, without
limitation, any suit in equity, an action at law or other
judicial or administrative proceeding, to enforce the
Partnership's or the Series A Preferred Security Holders'
rights directly against PacifiCorp, or any other obligor in
connection with such obligations on behalf of the Partnership,
or the Series A Preferred Security Holders, and may
prosecute such proceeding to judgment or final decree, and
enforce the same against PacifiCorp or any other obligor in
connection with such obligations and collect, out of the
property, wherever situated, of PacifiCorp or any such other
obligor upon such obligations, the monies adjudged or decreed
to be payable in the manner provided by law. The Special
Representative shall not by virtue of acting in such capacity
be admitted as a general partner in the Partnership or
otherwise be deemed to be a general partner in the
Partnership and shall have no liability for the debts,
obligations or liabilities of the Partnership.

For purposes of determining whether the Partnership
has failed to pay Dividends in full for 18 consecutive monthly
Dividend periods, Dividends shall be deemed to remain in

12
<PAGE>
arrears, notwithstanding any payments in respect thereof, until
full cumulative Dividends have been or contemporaneously are
declared and paid with respect to all monthly Dividend periods
terminating on or prior to the date of payment of such full
cumulative Dividends. Not later than 30 days after such right
to appoint a Special Representative arises, the General Partner
will convene a meeting for the purpose of appointing a Special
Representative. If the General Partner fails to convene such
meeting within such 30-day period, the Holders of 10% in
liquidation preference of the outstanding Preferred Securities
will be entitled to convene such meeting. The provisions of
Section 12.3 of the Partnership Agreement relating to the
____________
convening and conduct of meetings of the Partners will apply
with respect to any such meeting. Any Special Representative
so appointed shall cease to be a representative of the
Partnership and the Limited Partners if the Partnership (or
PacifiCorp pursuant to the Guarantee) shall have paid in full
all accumulated and unpaid Dividends on the Preferred
Securities or such default or breach, as the case may be, shall
have been cured, and PacifiCorp, as the general partner of the
Partnership, is hereby authorized to and shall continue the
business of the Partnership without dissolution.
Notwithstanding the appointment of any such Special
Representative, PacifiCorp retains all rights under the
Indenture, including the right to extend the interest payment
period and shall continue to be a general partner in the
Partnership.

If any proposed amendment of this Action provides
for, or the General Partner otherwise proposes to effect
(pursuant to an Action or otherwise), (x) any action which
would adversely affect the powers, preferences or special
rights of the Series A Preferred Securities, whether by way of
amendment of this Action or otherwise (including, without
limitation, the authorization or issuance of any interests
ranking, as to participation in the profits and Dividends or in
the assets of the Partnership, senior or junior to the Series A
Preferred Securities), or (y) the dissolution, winding up or
termination of the Partnership, other than (A) a dissolution,
winding up or termination in connection with which the
Partnership distributes the Series A Junior Subordinated
Debentures to the Series A Security Holders upon the occurrence
of a Tax Event or (B) as described in paragraph (g) below, then
_____________
the Series A Preferred Security Holders will be entitled to
vote on such amendment or proposal of the General Partner (but
not on any other amendment or proposal) as a class with all
other Holders of Preferred Securities similarly affected, and
such amendment or proposal shall not be effective except with
the approval of Holders of 66-2/3% in liquidation preference of
such outstanding Preferred Securities having a right to vote on
the matter; provided, however, that no such approval shall be
________ _______
required if the dissolution, winding up or termination of the
Partnership is proposed or initiated pursuant to Section 11.2
____________

13
<PAGE>
of the Partnership Agreement or upon the initiation of
proceedings, or after proceedings have been initiated, for the
dissolution, winding up or termination of PacifiCorp.

The rights attached to the Series A Preferred
Securities will be deemed not to be [materially] adversely
affected by the creation or issue of, and no vote will be
required for the creation of, any further Preferred Securities
ranking pari passu with the Series A Preferred Securities with
regard to participation in the profits and Dividends or in the
assets of the Partnership.

14
<PAGE>
Series A Preferred Securities other securities having
substantially the same terms as the Series A Preferred
Securities (the "Successor Securities") so long as the
____________________
Successor Securities rank, with respect to participation in the
profits and Dividends or in the assets of the successor entity,
at least as high as the Series A Preferred Securities rank with
respect to participation in the profits and Dividends or in the
assets of the Partnership, (ii) PacifiCorp expressly
acknowledges such successor entity as the Holder of the
Series A Junior Subordinated Debentures, (iii) the Series A
Preferred Securities or the Successor Securities are listed, or
will be listed on notification of issuance, on any national
securities exchange or other organization on which the Series A
Preferred Securities are then listed, (iv) such merger,
consolidation, amalgamation or replacement does not cause the
Series A Preferred Securities (or the Successor Securities) to
be downgraded by any nationally recognized statistical rating
organization, as that term is defined by the Securities and
Exchange Commission for purposes of Rule 436(g)(2) under the
Securities Act, (v) such merger, consolidation, amalgamation or
replacement does not adversely affect the powers, preferences
and special rights of Holders of Series A Preferred Securities
(including any Successor Securities) in any material respect,
(vi) such successor entity has a purpose substantially
identical to that of the Partnership and (vii) prior to such
merger, consolidation, amalgamation or replacement, PacifiCorp
has received an opinion of nationally recognized independent
counsel to the Partnership experienced in such matters to the
effect that (x) such successor entity will be treated as a
partnership for Federal income tax purposes, (y) following such
merger, consolidation, amalgamation or replacement, PacifiCorp
and such successor entity will be in compliance with the 1940
Act without registering thereunder as an investment company,
and (z) such merger, consolidation, amalgamation or replacement
will not adversely affect the limited liability of Holders of
Series A Preferred Securities.

IN WITNESS WHEREOF, the General Partner has executed
this Action as of this _____ day of ______________, 1994.

GENERAL PARTNER:

PACIFICORP, an Oregon corporation

By: _____________________________
Name: _______________________
Title: ______________________

<PAGE>
EXHIBIT 15

PacifiCorp
700 N.E. Multnomah
Portland, Oregon

We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of PacifiCorp and subsidiaries for the periods ended
March 31, 1994 and 1993 and June 30, 1994 and 1993, as indicated in our
reports dated May 12, 1994 and August 11, 1994, respectively; because we did
not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your
Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1994 and
June 30, 1994, are being used in this Registration Statement.

We are also aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.

DELOITTE & TOUCHE LLP

Portland, Oregon
October 13, 1994