FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFICORP
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(Exact name of registrant as specified in its charter)
OREGON 93-0246090
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
700 NE MULTNOMAH, PORTLAND, OREGON 97232-4116
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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8 3/8% Quarterly Income New York Stock Exchange
Debt Securities (QUIDs)
(Junior Subordinated
Deferrable Interest
Debentures, Series A)
If this Form relates to the registration of a class
of debt securities and is effective upon filing pursuant
to General Instruction A.(c)(1), please check the
following box. [ X ]
If this Form relates to the registration of a class
of debt securities and is to become effective
simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(Title of Class)<PAGE>
ITEM 1. Description of Registrant's Securities to be
Registered
--------------------------------------------
For a full description of the Company's 8 3/8%
Quarterly Income Debt Securities (QUIDs) (Junior Subordinated
Deferrable Interest Debentures, Series A) reference is made to
the information contained under the caption "Description of the
Junior Subordinated Debentures" in the Prospectus dated May 19,
1995 and under the caption "Description of the Series A
Subordinated Debentures" in the Prospectus Supplement dated May
23, 1995. The Prospectus and the Prospectus Supplement form
part of the Company's Registration Statement (Registration
No. 33-55309) filed with the Securities and Exchange Commission
("SEC") on August 31, 1994 under the Securities Act of 1933,
which registration statement was amended by Amendment No. 1
filed with the SEC on October 14, 1994 and Amendment No. 2
filed with the SEC on October 17, 1994 and declared effective
on October 17, 1994. The information contained in the
foregoing Registration Statement as amended (the "Registration
Statement") is incorporated herein by reference.
ITEM 2. Exhibits
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I.1 Form of Junior Subordinated Deferrable
Interest Debenture, Series A (included in
Exhibits I.2(a) and (b) below).
I.2(a) Form of Indenture between PacifiCorp and
the Bank of New York as Trustee.
Incorporated by reference to Exhibit (4)(a)
to the Registration Statement.
I.2(b) Form of Supplemental Indenture to Indenture
to be used in connection with the issuance
of Junior Subordinated Deferrable Interest
Debentures, Series A. Incorporated by
reference to Exhibit 4(d) to the
Registration Statement.
SIGNATURE
_________
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has fully
caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
PACIFICORP
DATE: May 26, 1995 By:RICHARD T. O'BRIEN
--------------------------
Richard T. O'Brien
Vice President <PAGE>
EXHIBIT INDEX
_____________
Exhibit No. Description Page
- ----------- ----------- ____
I.1 Form of Junior Subordinated Deferrable
Interest Debenture, Series A (included in
Exhibits I.2(a) and (b) below).
I.2(a) Form of Indenture between PacifiCorp
and the Bank of New York as Trustee.
Incorporated by reference to Exhibit
(4)(a) to the Registration Statement.
I.2(b) Form of Supplemental Indenture to
Indenture to be used in connection
with the issuance of Junior
Subordinated Deferrable Interest
Debentures, Series A. Incorporated
by reference to Exhibit 4(d) to the
Registration Statement.
