PACIFICORP /OR/
SC 13G, 1995-05-19
ELECTRIC & OTHER SERVICES COMBINED
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                 SCHEDULE 13G


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              (AMENDMENT NO. )*


                                  PacifiCorp
- --------------------------------------------------------------------------------
                               (Name of Issuer)


                   $7.48 Cumulative Serial Preference Stock
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                  695114650
                     ---------------------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement /x/.  (A fee
is not required only if the filing person:(1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


                               Page 1 of 8 pages

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CUSIP No. 695114650                   13G                      Page 1 of 4 Pages


- --------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON    CCMI - 13-3539843
                                                               CTC  - 52-1576922
          Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust
          Company, as Investment Advisers for various fiduciary accounts
- --------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) /XX/
                                                                        (b) /  /
- --------------------------------------------------------------------------------
3         SEC USE ONLY


- --------------------------------------------------------------------------------
4         CITIZENSHIP OR PLACE OF ORGANIZATION
                  CCMI - Del.
                  CTC  - NY
- --------------------------------------------------------------------------------
                       5       SOLE VOTING POWER

                                       68,000 shares
                       ---------------------------------------------------------
                       6       SHARED VOTING POWER
    NUMBER OF
     SHARES                                   -0-
  BENEFICIALLY         ---------------------------------------------------------
  OWNED BY EACH        7       SOLE DISPOSITIVE POWER
    REPORTING                         
   PERSON WITH                         68,000 shares
                       ---------------------------------------------------------
                       8       SHARED DISPOSITIVE POWER

                                              -0-
- --------------------------------------------------------------------------------
9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                68,000 shares
- --------------------------------------------------------------------------------
10        CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                9.1%
- --------------------------------------------------------------------------------
12        TYPE OF REPORTING PERSON*

                                CO, BK, IA
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTION BEFORE FILLING OUT!





                               Page 2 of 8 pages

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CUSIP:  695114650                                                    Page 2 of 4


                                  SCHEDULE 13G


Item 1.  Security and Issuer

         (a)  PacifiCorp (the "Company")

         (b)  Address:  700 Northeast Multnomah Street
                        Suite 1600
                        Portland, OR  97232


Item 2.  Identity and Background

         (a)  This Schedule 13G is being filed by (i) Chancellor Capital 
Management, Inc., a Delaware corporation, whose principal business is the
provision of institutional investment management services and (ii) Chancellor
Trust Company, a New York State chartered trust company whose principal
business is the provision of institutional investment management services.
        
         (b)  The address of the principal place of business of Chancellor 
Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue of the
Americas, New York, New York 10036.
        
         (c)  Chancellor Capital Management, Inc. is a Delaware corporation.  
Chancellor Trust Company is a New York State chartered trust company.
        
         (d)  $7.48 Cumulative Serial Preferred Stock

         (e)  CUSIP Number:  695114650


Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), 
         check whether the person filing is a:

(b)  X   Chancellor Trust Company is a Bank as defined in section 3(a)(6) of 
    ---  the Act.

(e)  X   Chancellor Capital Management, Inc. is an Investment Adviser 
    ---  registered under section 203 of the Investment Advisers Act of 1940.





<PAGE>   4

CUSIP:  695114650                                                    Page 3 of 4


Item 4.  Ownership

         (a)  For the year ended December 31, 1994, the aggregate number of 
shares of the Company's common stock beneficially owned by Chancellor Capital
Management, Inc. and Chancellor Trust Company, as investment advisers for
various fiduciary accounts, is 68,000 shares.
        
         (b)  Percent of Class:  9.1% based upon 750,000 shares outstanding.

         (c)  Chancellor Capital Management, Inc. and Chancellor Trust Company,
as investment advisers for various fiduciary accounts, have sole power to vote
or to direct the vote, and sole power to dispose of or to direct the
disposition of, all of the shares reported in this Statement.


Item 5.  Ownership of Five Percent or Less

         Not applicable


Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         Chancellor Capital Management, Inc. and Chancellor Trust Company are 
investment advisers for various fiduciary accounts which are entitled to 
receipt of dividends and to proceeds of the sale of the shares reported in 
this Statement.  The ownership interest of any such account does not relate to 
more than five percent of the Common Stock.
        

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Securities Being Reported by the Parent Holding Company

         Not applicable.


Item 8.  Identification and Classification of Members of a Group

         Not applicable.



                                      3

<PAGE>   5

CUSIP:  695114650                                                    Page 4 of 4


Item 9.   Notice of Dissolution of Group

          Not applicable.


Item 10.  Certification

          By signing below I certify that to the best of my knowledge and 
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
        
          After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
        

- ------------------------
Date   February 13, 1995


Signatures      Chancellor Capital Management, Inc.
                     as Investment Adviser


                By:/s/ Andrew L. Dworkin
                ------------------------------------
                   ANDREW L. DWORKIN
                   Vice President & Senior Counsel


                Chancellor Trust Company
                     as Investment Adviser


                By:/s/ Andrew L. Dworkin
                ------------------------------------
                   ANDREW L. DWORKIN
                   Vice President & Senior Counsel



                                      
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