PACIFICORP /OR/, S-3/A, 1994-10-17

PACIFICORP /OR/
S-3/A, 1994-10-17
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1994
Registration No. 33-55309
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 2
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
Guarantee, taken together with the related covenants contained
in the Limited Partnership Agreement and PacifiCorp's obligations
under the Junior Subordinated Debentures described above, are
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.

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<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 17TH 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 17,
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 17TH 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