PACIFICORP /OR/, S-4/A, 1995-06-20

PACIFICORP /OR/
S-4/A, 1995-06-20
ELECTRIC & OTHER SERVICES COMBINED

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<PAGE>
Registration No. 33-58569
=========================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3
TO

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

PACIFICORP
(Exact name of Registrant as specified in its charter)

Oregon
(State or other jurisdiction of incorporation or organization)

4911 93-0246090
(Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)

700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

RICHARD T. O'BRIEN
Vice President
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Name, address, including zip code, and telephone
number, including area code, of 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 commencement of proposed sale of the securities
to the public: As soon as practicable after this Registration Statement
becomes effective.

<PAGE>ii
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compli-
ance with General Instruction G, check the following box. [ ]
__________________

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant 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>iii
PACIFICORP

Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Location in
Prospectus
-----------
Form S-4 Item No. and Caption
-----------------------------
<S> <C>
A. Information About the Transaction

1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus ........................... Facing Page of Regis-
tration Statement;
Cross Reference Sheet;
Cover Page of
Prospectus

2. Inside Front and Outside Back
Cover Pages of Prospectus ............ Available Information;
Incorporation of
Certain Documents by
Reference; Table of
Contents

3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information .......................... The Company;
Prospectus Summary;
Risk Factors; Selected
Financial Information

4. Terms of the Transaction ............... Prospectus Summary;
The Exchange Offer;
Certain Federal Income
Tax Considerations;
Certain Federal Tax
Considerations for
Non-United States
Persons; Description
of Debentures;
Description of Capital
Stock

5. Pro Forma Financial Information ........ Not Applicable

6. Material Contacts with the
Company Being Acquired ............... Not Applicable

<PAGE>iv
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters ......................... Not Applicable

8. Interests of Named Experts and
Counsel ............................... Legal Opinions

9. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities ....... Not Applicable

B. Information About the Registrant

10. Information with Respect to S-3
Registrants .......................... Incorporation of
Certain Documents by
Reference; The Company

11. Incorporation of Certain
Information by Reference ............. Incorporation of
Certain Documents by
Reference

12. Information with Respect to S-2
or S-3 Registrants ................... Not Applicable

13. Incorporation of Certain
Information by Reference ............. Not Applicable

14. Information with Respect to
Registrants Other Than S-3
or S-2 Registrants ................... Not Applicable

C. Information About the
Company Being Acquired

15. Information with Respect to
S-3 Companies ........................ Not Applicable

16. Information with Respect to S-2
or S-3 Companies ..................... Not Applicable

17. Information with Respect to
Companies Other Than S-2 or
S-3 Companies ....................... Not Applicable

<PAGE>v
D. Voting and Management Information

18. Information if Proxies, Consents
or Authorizations are to be
Solicited ............................ Not Applicable

19. Information if Proxies, Consents
or Authorizations are not to
be Solicited or in an Exchange
Offer ................................ Incorporation of
Certain Documents by
Reference; The
Exchange Offer
</TABLE>

<PAGE>
FORM OF LEGEND

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>

Subject to Completion, Dated June 20, 1995

PACIFICORP

Offer to Exchange
_____% Quarterly Income Debt Securities (QUIDSSM)
(Junior Subordinated Deferrable Interest

Debentures, Series B)

for
$1.98 No Par Serial Preferred Stock, Series 1992
______________________________

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JULY 19, 1995, UNLESS EXTENDED.

______________________________

PacifiCorp, an Oregon corporation (the "Company"),
hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and the accompanying Letter of
Transmittal (the "Letter of Transmittal," which, together with
this Prospectus, constitute the "Exchange Offer"), to exchange
up to $125,000,000 aggregate principal amount of debentures
designated as its _____% Junior Subordinated Deferrable
Interest Debentures, Series B (the "Debentures") for up to all
of the outstanding shares of the $1.98 No Par Serial Preferred
Stock, Series 1992, of the Company (the "Series 1992 Preferred
Stock"). The Debentures are offered in minimum denominations
of $25 and integral multiples thereof, and the Series 1992
Preferred Stock has a liquidation preference of $25 per share.
Consequently, the Exchange Offer will be effected on the basis
of $25 principal amount of Debentures for each share of Series
1992 Preferred Stock validly tendered and accepted for exchange
in the Exchange Offer. The dividend on the Series 1992
Preferred Stock payable on August 15, 1995 for the period
May 6, 1995 through August 5, 1995 will not be paid to holders
of Series 1992 Preferred Stock accepted for exchange in the
Exchange Offer (unless the Company extends the Expiration Date
(as defined herein) to a date that is after July 21, 1995,
which is the record date for shareholders entitled to receive
the August 15, 1995 dividend.) In lieu thereof, holders of
Debentures will be entitled to interest from and including
May 6, 1995, as described below.

Holders of Series 1992 Preferred Stock may
participate in the Exchange Offer by properly completing and
signing the Letter of Transmittal and tendering their shares of
Series 1992 Preferred Stock as described in "The Exchange
Offer--Procedures for Tendering" in accordance with the
instructions contained herein and in the Letter of Transmittal
prior to the Expiration Date.

<PAGE>

The Company will accept for exchange Series 1992
Preferred Stock validly tendered and not withdrawn prior to
12:00 midnight, New York City time, on July 19, 1995, or if
extended by the Company, in its sole discretion, the latest date
and time to which extended (the "Expiration Date"). The
Exchange Offer will expire on the Expiration Date. Tenders of
Series 1992 Preferred Stock may be withdrawn at any time prior
to the Expiration Date and, unless accepted for exchange by the
Company, may be withdrawn at any time after 40 business days
after the date of this Prospectus. The Company expressly
reserves the right to (i) extend, amend or modify the terms of
the Exchange Offer in any manner and (ii) withdraw or terminate
the Exchange Offer and not accept for exchange any Series 1992
Preferred Stock, at any time for any reason, including (without
limitation) if fewer than 1,000,000 shares of Series 1992
Preferred Stock are tendered (which condition may be waived by
the Company). For a description of the other terms of the
Exchange Offer, see "The Exchange Offer--Withdrawal of Tenders"
and "--Expiration Date; Extensions; Amendments; Termination."

The Company will pay a soliciation fee of $0.50 per
share for any Series 1992 Preferred Stock tendered and accepted
for exchange pursuant to the Exchange Offer to any Soliciting
Dealer (as defined herein), provided that the appliable Letter
of Transmittal designates such Soliciting Dealer as having
solicited and obtained such tender. See "The Exchange
Offer--Fees and Expenses; Transfer Taxes."

See "Risk Factors" for a discussion of certain factors
that should be considered in connection with the Exchange Offer
and an investment in the Debentures, including in the case of
the Debentures the period and circumstances during and under
which payment of interest may be deferred and certain related
federal income tax consequences.

_____________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY 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. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

(Cover continued on next page)

<PAGE>
____________________________________

SMQUIDS is a service mark of Goldman, Sachs & Co.
____________________________________

____________________________________
The Dealer Managers for the Exchange Offer are:

Goldman, Sachs & Co. Salomon Brothers Inc
____________________________________

The date of this Prospectus is June 21, 1995.

<PAGE>

The Debentures will mature on September 30, 2025 and
will bear interest at an annual rate of _____% from and
including the first day following the Expiration Date (the
"Issue Date"). Interest will be payable quarterly in arrears
on March 31, June 30, September 30 and December 31 of each
year, commencing September 30, 1995, provided that, so long as
the Company shall not be in default in the payment of interest
on the Debentures, the Company shall have the right, upon prior
notice by public announcement given in accordance with New York
Stock Exchange (the "NYSE") rules at any time during the term
of the Debentures, to extend the interest payment period at any
time and from time to time for a period not exceeding 20
consecutive calendar quarters (each such extended period, an
"Extension Period"). No interest shall be due and payable
during an Extension Period, but at the end of each Extension
Period the Company shall pay to the holders all interest then
accrued and unpaid on the Debentures, together, with interest
thereon, compounded quarterly at the rate of interest on the
Debentures. Upon the termination of any Extension Period and
the payment of all interest then due, the Company may commence
a new Extension Period. After prior notice by public
announcement given in accordance with the NYSE rules, the
Company also may prepay at any time all or any portion of the
interest accrued during an Extension Period. Consequently,
there could be multiple Extension Periods of varying lengths
throughout the term of the Debentures. In the event that the
Company exercises such right to extend, the Company may not
declare or pay dividends on, or redeem, purchase or acquire,
any shares of its capital stock, including the Series 1992
Preferred Stock, until deferred interest on the Debentures is
paid in full, subject to certain exceptions described herein.
Therefore, the Company believes that the extension of an
interest payment period on the Debentures is unlikely.
However, should the Company determine to exercise such right in
the future, the market price of the Debentures is likely to be
adversely affected. See "Risk Factors" and "Description of
Debentures--Interest" and "--Option to Extend Interest Payment
Period."

In addition, unless the Company extends the
Expiration Date to a date that is after July 21, 1995,
registered holders of the Debentures on September 15, 1995 will
be entitled to interest at a rate of 7.92% per annum from and
including May 6, 1995 to and including the Expiration Date in
lieu of dividends accumulating after May 5, 1995 on their
Series 1992 Preferred Stock accepted for exchange, payable on
September 30, 1995, which is the date of the first interest
payment on the Debentures ("Pre-Issuance Accrued Interest").
No extension of an interest payment period will be permitted
with respect to Pre-Issuance Accrued Interest.

The Debentures are redeemable at the option of the
Company at any time after May 31, 1997 (which is the same date

<PAGE>
after which the Series 1992 Preferred Stock is redeemable at
the option of the Company), in whole or in part, at a
redemption price of 100% of the principal amount of the
Debentures redeemed, plus accrued and unpaid interest to the
date fixed for redemption. The Debentures will not be subject
to mandatory redemption, and no sinking fund will be
established for the payment of the Debentures. See
"Description of Debentures--Optional Redemption." The
Debentures are unsecured obligations of the Company and will be
subordinate to all existing and future Senior Indebtedness (as
defined herein) of the Company, but senior to preferred stock
of the Company, including the Series 1992 Preferred Stock, and
to the Common Stock of the Company. On March 31, 1995,
approximately $3.7 billion of such Senior Indebtedness was
outstanding. As the Debentures will be issued by the Company,
the Debentures effectively will be subordinate to all
obligations of the Company's subsidiaries. See "Description of
Debentures--Subordination."

For United States federal income tax purposes, the
exchange of Series 1992 Preferred Stock for Debentures will,
depending upon each exchanging holder's particular facts and
circumstances, be treated as either an exchange in which gain
or loss is recognized or as a distribution taxable as a
dividend, and the Debentures will be treated as having been
issued with original issue discount. For a discussion of these
and other United States federal income tax considerations
relevant to the Exchange Offer, see "Certain Federal Income Tax
Considerations" and "Certain Federal Tax Considerations for
Non-United States Persons."

The Series 1992 Preferred Stock is listed and
principally traded on the NYSE. On June 20, 1995, the last
full day of trading prior to the first public announcement of
the Exchange Offer, the closing sales price of the Series 1992
Preferred Stock on the NYSE as reported on the Composite Tape
was $_______ per share. Holders of Series 1992 Preferred Stock
are urged to obtain current market quotations therefor.

Application has been made to list the Debentures on
the NYSE. To the extent that Series 1992 Preferred Stock is
tendered and accepted in the Exchange Offer, a holder's ability
to sell Series 1992 Preferred Stock not tendered for exchange
could be adversely affected. The Company does not believe that
the Exchange Offer has a reasonable likelihood of causing the
Series 1992 Preferred Stock to be delisted from the NYSE.

<PAGE>2
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY EXCHANGE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN HEREIN.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS (AS DEFINED BELOW) OF
SERIES 1992 PREFERRED STOCK IN ANY JURISDICTION IN WHICH THE
MAKING OF THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION
AS IT MAY DEEM NECESSARY TO MAKE THE EXCHANGE OFFER IN ANY SUCH
JURISDICTION AND EXTEND THE EXCHANGE OFFER TO HOLDERS OF SERIES
1992 PREFERRED STOCK IN SUCH JURISDICTION. IN ANY JURISDICTION
THE SECURITIES LAWS OR BLUE SKY LAWS OF WHICH REQUIRE THE
EXCHANGE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
EXCHANGE OFFER IS BEING MADE ON BEHALF OF THE COMPANY BY THE
DEALER MANAGERS (AS DEFINED BELOW) OR ONE OR MORE REGISTERED
BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.

AVAILABLE INFORMATION

The Company 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 the Company 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 10048, 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 the Company is
listed on the NYSE and the Pacific Stock Exchange. Reports,
proxy statements and other information concerning the Company
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 94104.

This Prospectus constitutes a part of a registration
statement on Form S-4 (together with all amendments and exhibits
thereto, the "Registration Statement") filed by the Company with

<PAGE>3
the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the
information included in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations
of the Commission. Statements contained herein concerning the
provisions of any document are qualified by referenceto the copy of
such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Reference is made to the
Registration Statement, including the exhibits thereto, for further
information with respect to the Company and the securities offered
hereby.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

(1) Annual Report on Form 10-K for the year ended
December 31, 1994 (as amended by Form 10-K/A dated April 28,
1995);

(2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and

(3) Current Reports on Form 8-K dated March 9, March 31,
and April 11, 1995.

All documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the date on which the
Exchange Offer is consummated 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").

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 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.

The Incorporated Documents are not presented in this
Prospectus or delivered herewith. The Company hereby
undertakes to provide without charge to each person, including
any beneficial owner of Series 1992 Preferred Stock, 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

<PAGE>4
Incorporated Documents, other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference
therein. The Company will send the Incorporated Documents by
first-class mail or other equally prompt means within one
business day of receipt of any such request. 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. In order to ensure timely delivery of
the Incorporated Documents, any request should be made not
later than five business days prior to the Expiration Date.
The information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be
read together with the information contained in the
Incorporated Documents.

TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . 3
Prospectus Summary . . . . . . . . . . . . . . . . . . . 5

Risk Factors . . . . . . . . . . . . . . . . . . . . . . 17

The Company. . . . . . . . . . . . . . . . . . . . . . . 22
Selected Financial Information . . . . . . . . . . . . . 23
The Exchange Offer . . . . . . . . . . . . . . . . . . . 25
Price Range of Series 1992 Preferred Stock . . . . . . . 38
Description of Debentures. . . . . . . . . . . . . . . . 38
Description of Capital Stock . . . . . . . . . . . . . . 49
Certain Federal Income Tax Considerations. . . . . . . . 53
Certain Federal Tax Considerations for
Non-United States Persons . . . . . . . . . . . . . . 59
Experts. . . . . . . . . . . . . . . . . . . . . . . . . 63
Legal Opinions . . . . . . . . . . . . . . . . . . . . . 63

<PAGE>5
PROSPECTUS SUMMARY

The following summary does not purport to be complete
and is qualified in its entirety by the detailed information
contained elsewhere in this Prospectus or by documents
incorporated by reference into this Prospectus.

The Company

PacifiCorp (the "Company") is an electric utility
that conducts a retail electric utility business through
Pacific Power & Light Company and Utah Power & Light Company,
and engages in power production and sales on a wholesale basis
under the name PacifiCorp. The Company is the indirect owner,
through PacifiCorp Holdings, Inc. (a wholly-owned subsidiary),
of 86.6% of Pacific Telecom, Inc. and 100% of each of Pacific
Generation Company and PacifiCorp Financial Services, Inc. The
principal executive offices of the Company are located at 700
NE Multnomah, Suite 1600, Portland, Oregon 97232; the telephone
number is (503) 731-2000. See "The Company."

Risk Factors

Holders should consider the following factors prior to
making a decision regarding the Exchange Offer (as defined
below):

- -- The annual interest rate on the Debentures (as defined
below) will be ____% as compared with the indicated annual
dividend rate of 7.92% on the Series 1992 Preferred Stock
(as defined below). See "--Comparison of Debentures and
Series 1992 Preferred Stock" below.

- -- The Debentures will rank senior to the Series 1992 Preferred
Stock as to payment in respect thereof and as to the
distribution of assets upon liquidation. However, the
Debentures will be unsecured obligations of the Company and
will be (as the Series 1992 Preferred Stock is) subordinate
in right of payment to all existing and future Senior
Indebtedness (as defined below) of the Company. In
addition, the Debentures will be (as the Series 1992
Preferred Stock is) effectively subordinated to all
obligations of the Company's subsidiaries. See "Risk
Factors--Subordination of Debentures."

- -- Participation in the Exchange Offer will be a taxable event.
The consequences of the Exchange Offer and holding
Debentures in lieu of Series 1992 Preferred Stock may vary
depending upon the holder's particular facts and

<PAGE>6
circumstances. Accordingly, holders are advised to consult
with their own tax advisors regarding the federal, state,
local and foreign tax consequences of the exchange of Series
1992 Preferred Stock for Debentures and of the ownership and
disposition of Debentures received in the exchange in light
of their own particular circumstances. See "Risk Factors
--Exchange as a Taxable Event."

- -- The interest payment period on the Debentures may be
extended under certain circumstances by the Company in its
sole discretion for up to 20 consecutive quarters during
which no interest would be payable thereon. In the event
an extension occurs, holders of the Debentures would
continue to accrue income on the Debentures for United
States federal income tax purposes. See "Risk Factors
--Right of Company to Defer Payment of Interest," "--Potential
Market Volatility During Extension Period" and "--No Cash
Payments During Extension Period to Pay Accrued Tax Liability."

- -- The Debentures constitute a new series of securities with
no established trading market. While application has been
made to list the Debentures on the New York Stock Exchange
(the "NYSE"), no assurance can be given as to the
liquidity of, or trading markets for, the Debentures or
whether the sales price of the Debentures on the NYSE at
the time of issuance thereof (or at any time thereafter)
will be greater than or less than either the stated
principal amount thereof or the closing sales price of the
Series 1992 Preferred Stock on the NYSE on the Expiration
Date. See "Risk Factors--No Established Trading Market for
Debentures."

- -- For corporate holders, dividends on the Series 1992 Preferred
Stock are eligible for the dividends received deduction.
Interest on the Debentures will not be eligible for the
dividends received deduction for corporate holders.
See "--Comparison of Debentures and Series 1992 Preferred
Stock" below.

<PAGE>7
- -- Subject to the Company's right to extend payment of
interest as described herein, holders of Debentures will
have the right to receive interest and principal payments
as and when due, but will not have any of the voting
rights of the Series 1992 Preferred Stock. See
"Description of Capital Stock--Voting Rights."

- -- There are no terms of the Debentures that limit the
Company's ability to incur additional indebtedness,
including indebtedness that would rank senior to the
Debentures. The Indenture (as defined below) does not
contain any cross-defaults to any other indebtedness of the
Company and, therefore, a default with respect to or the
acceleration of, any such indebtedness will not constitute
an Event of Default (as defined below) with respect to the
Debentures. The Indenture does not (as the Series 1992
Preferred Stock does not) contain any provisions that afford
holders protection in the event of a highly leveraged
transaction involving the Company or in the event of a
change in control of the Company. See "Risk Factors--No
Limitation on Indebtedness; No Protection Against Highly
Leveraged Transaction or Change in Control."

The Exchange Offer

Purpose of the Exchange Offer

Terms of the Exchange Offer

Upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal (the
"Letter of Transmittal," which together with this Prospectus,
constitute the "Exchange Offer"), the Company hereby offers to
exchange up to $125,000,000 aggregate principal amount of
debentures designated as its _____% Junior Subordinated
Deferrable Interest Debentures, Series B (the "Debentures") for
up to all of the outstanding shares of the $1.98 No Par Serial
Preferred Stock, Series 1992, of the Company (the "Series 1992
Preferred Stock"). Exchanges will be effected on the basis of
$25 principal amount

<PAGE>8
of Debentures (the minimum permitted denomination) for each
share of Series 1992 Preferred Stock (which has a liquidation
preference of $25 per share) validly tendered and accepted for
exchange in the Exchange Offer. See "The Exchange Offer--Terms
of the Exchange Offer." Shares of Series 1992 Preferred Stock
exchanged pursuant to the Exchange Offer will revert to the
status of authorized but unissued shares of the Company's No Par
Serial Preferred Stock.

Securities Offered

The Debentures are redeemable at the option of the
Company at any time after May 31, 1997 (which is the same date
after which the Series 1992 Preferred Stock is redeemable at
the option of the Company), in whole or in part, at a
redemption price of 100% of the principal amount of the
Debentures redeemed, plus accrued and unpaid interest to the
date fixed for redemption. The Debentures will not be subject
to mandatory redemption, and no sinking fund will be
established for the payment of the Debentures. See
"Description of Debentures--Optional Redemption."

The dividend on the Series 1992 Preferred Stock payable
on August 15, 1995 for the period May 6, 1995 through August 5,

<PAGE>9
1995 will not be paid to holders of Series 1992 Preferred Stock
accepted for exchange in the Exchange Offer (unless the Company
extends the Expiration Date to a date that is after July 21,
1995, which is the record date for shareholders entitled to
receive the August 15, 1995 dividend.) In lieu thereof,
registered holders of the Debentures on September 15, 1995 will
be entitled to interest at a rate of 7.92% per annum from and
including May 6, 1995 to and including the Expiration Date,
payable on September 30, 1995, which is the date of the first
interest payment on the Debentures ("Pre- Issuance Accrued
Interest"). No extension of an interest payment period will be
permitted with respect to Pre-Issuance Accrued Interest. The
Debentures will be issued pursuant to an indenture dated as of
May 1, 1995 between the Company and The Bank of New York, as
trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture thereto relating to the Company's Junior
Subordinated Deferrable Interest Debentures, Series A (the
"Series A Debentures") and the Second Supplemental Indenture
thereto relating to the Debentures (as so supplemented, the
"Indenture"). See "Description of Debentures."

Expiration Date; Withdrawals

The Company will accept for exchange Series 1992
Preferred Stock, validly tendered and not withdrawn prior to
12:00 midnight, New York City time, on July 19, 1995, or if
extended by the Company, in its sole discretion, the latest date
and time to which extended (the "Expiration Date"). The Exchange
Offer will expire on the Expiration Date. Tenders of Series
1992 Preferred Stock pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date and, unless
accepted for exchange by the Company, may be withdrawn at any
time after 40 business days after the date of this Prospectus.
See "The Exchange Offer--Withdrawal of Tenders" and
"--Expiration Date; Extensions; Amendments; Termination."

Extensions, Amendments and Termination

The Company expressly reserves the right to
(i) extend, amend or modify the terms of the Exchange Offer in
any manner and (ii) withdraw or terminate the Exchange Offer
and not accept for exchange any Series 1992 Preferred Stock, at
any time for any reason, including (without limitation) if
fewer than 1,000,000 shares of Series 1992 Preferred Stock are
tendered (which condition may be waived by the Company). See
"The Exchange Offer--Expiration Date; Extensions; Amendments;
Termination."

<PAGE>10
Procedures for Tendering

Each Holder (as defined below) of the Series 1992
Preferred Stock wishing to accept the Exchange Offer must (i)
unless an Agent's Message (as defined herein) is utilized in
connection with a book-entry transfer, properly complete and sign
the Letter of Transmittal or a facsimile thereof (all references in
this Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) in accordance with the instructions
contained herein and therein, together with any required signature
guarantees, and deliver the same to The Bank of New York, as
Exchange Agent (the "Exchange Agent"), at either of its addresses
set forth in "The Exchange Offer-- Exchange Agent and Information
Agent" and either (a) certificates for the Series 1992 Preferred
Stock must be received by the Exchange Agent at such address or
(b) such Series 1992 Preferred Stock must be transferred pursuant
to the procedures for book-entry transfer described herein and a
confirmation of such book-entry transfer must be received by the
Exchange Agent, in each case prior to the Expiration Date, or (ii)
comply with the guaranteed delivery procedures described herein.
See "The Exchange Offer--General" and "--Procedures for Tendering."

In order to participate in the Exchange Offer,
Holders of Series 1992 Preferred Stock must submit a Letter of
Transmittal and comply with the other procedures for tendering
in accordance with the instructions contained herein and in the
Letter of Transmittal prior to the Expiration Date.

LETTERS OF TRANSMITTAL, SERIES 1992 PREFERRED STOCK
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE
EXCHANGE AGENT, AND NOT TO THE COMPANY, THE DEALER MANAGERS OR
THE INFORMATION AGENT REFERRED TO HEREIN.

Special Procedure for Beneficial Owners

Any beneficial owner whose Series 1992 Preferred
Stock is registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and who wishes to tender
should contact such registered holder promptly and instruct
such registered holder to tender on such beneficial owner's
behalf. If such beneficial owner wishes to tender on its own
behalf, such owner must, prior to completing and executing a
Letter of Transmittal and delivering its Series 1992 Preferred
Stock, either make appropriate arrangements to register
ownership of the Series 1992 Preferred Stock in such owner's
name or obtain a properly completed stock power from the
registered holder. The transfer of registered ownership may
take considerable time and may not be able to be completed
prior to the Expiration Date.

<PAGE>11
See "The Exchange Offer--Procedures for Tendering--Signature
Guarantees."

Guaranteed Delivery Procedures

If a Holder desires to accept the Exchange Offer and
time will not permit a Letter of Transmittal or Series 1992
Preferred Stock to reach the Exchange Agent before the
Expiration Date or the procedure for book-entry transfer cannot
be completed on a timely basis, a tender may be effected in
accordance with the guaranteed delivery procedures set forth in
"The Exchange Offer--Procedures for Tendering--Guaranteed
Delivery."

Acceptance of Shares and Delivery of Debentures

Upon the terms and subject to the conditions of the
Exchange Offer, including the reservation by the Company of the
right to withdraw, amend or terminate the Exchange Offer and
certain other rights, the Company will accept for exchange all
shares of Series 1992 Preferred Stock that are properly
tendered in the Exchange Offer and not withdrawn prior to the
Expiration Date. Subject to such terms and conditions, the
Debentures issued pursuant to the Exchange Offer will be issued
as of the Issue Date and will be delivered as promptly as
practicable thereafter. See "The Exchange Offer--Terms of the
Exchange Offer" and "--Expiration Date; Extensions; Amendments;
Termination."

Certain Federal Income Tax Considerations

The exchange of Series 1992 Preferred Stock for
Debentures pursuant to the Exchange Offer will be a taxable
event for exchanging shareholders. Depending on each
exchanging shareholder's particular facts and circumstances,
the exchange will be treated as (i) a transaction in which gain
or loss will be recognized in an amount equal to the difference
between the fair market value of the Debentures received in the
exchange and the exchanging shareholder's tax basis in the
shares of Series 1992 Preferred Stock surrendered or (ii) a
distribution taxable as a dividend in an amount equal to the
fair market value of the Debentures received by such exchanging
shareholder. In the case of a shareholder who directly or
constructively owns solely Series 1992 Preferred Stock, or not
more than one percent of the Series 1992 Preferred Stock
outstanding and not more than one percent of all other classes
of outstanding stock of the Company, an exchange of all or a
part of such shareholder's Series 1992 Preferred Stock for
Debentures pursuant to the Exchange Offer should ordinarily be
treated as an exchange described in clause (i) of the previous
sentence. See "Certain Federal Income Tax

<PAGE>12
Considerations" and "Certain Federal Tax Considerations for
Non-United States Persons."

The Debentures will be treated as issued with
"original issue discount" for United States federal income tax
purposes. Holders of Debentures will be required to include
such original issue discount in gross income as it accrues on
the Debentures in advance of the receipt of cash. In the event
an Extension Period occurs, this may cause holders of Debentures
to recognize ordinary income from the Debentures without a
corresponding receipt of cash in the same tax year. See "Risk
Factors--Differences In Amount Between Interest Payments and
Taxable Income" and "Certain Federal Income Tax
Considerations--Interest and Original Issue Discount on
Debentures."

No portion of the amounts received with respect to
the Debentures will be eligible for the dividends received
deduction.

Untendered Shares

Holders of Series 1992 Preferred Stock who do not
tender all their Series 1992 Preferred Stock in the Exchange
Offer or whose Series 1992 Preferred Stock is not accepted for
exchange will continue to hold such Preferred Stock and will be
entitled to all the rights and preferences, and will be subject
to all of the limitations, applicable thereto. To the extent
Series 1992 Preferred Stock is tendered and accepted in the
Exchange Offer, the terms on which untendered Series 1992
Preferred Stock could subsequently be sold could be adversely
affected. See "Risk Factors--Risk That Preferred Stock May Be
Delisted or Become Illiquid." The Company does not believe
that the Exchange Offer has a reasonable likelihood of causing
the Series 1992 Preferred Stock to be delisted from the NYSE.
See "The Exchange Offer--Listing and Trading of Debentures and
Series 1992 Preferred Stock; Transfer Restrictions."

Exchange Agent and Information Agent

The Bank of New York has been appointed as Exchange
Agent in connection with the Exchange Offer. Questions and
requests for assistance, requests for additional copies of this
Prospectus or of the Letter of Transmittal and requests for
Notices of Guaranteed Delivery should be directed to Georgeson &
Company Inc., which has been retained by the Company to act as
Information Agent for the Exchange Offer (the "Information
Agent"). The addresses and telephone numbers of the Exchange
Agent and the Information Agent are set forth in "The Exchange
Offer--Exchange Agent and Information Agent."

<PAGE>13

Dealer Managers

Goldman, Sachs & Co. and Salomon Brothers Inc have
been retained as Dealer Manager to solicit exchanges of Series
1992 Preferred Stock for Debentures (collectively, the "Dealer
Managers"). Questions with respect to the Exchange Offer may
be directed to Goldman, Sachs & Co. at (800) 828-3182.

Fees and Expenses; Transfer Taxes

The expenses of soliciting tenders of the Series 1992
Preferred Stock will be borne by the Company. The Company will
pay a solicitation fee of $0.50 per share for any Series 1992
Preferred Stock tendered and accepted for exchange pursuant to
the Exchange Offer to any Soliciting Dealer (as defined
herein), provided that the applicable Letter of Transmittal
designates such Soliciting Dealer as having solicited and
obtained such tender. The Company will pay all transfer taxes,
if any, applicable to the exchange of Series 1992 Preferred
Stock pursuant to the Exchange Offer. See "The Exchange Offer-
- -Fees and Expenses; Transfer Taxes."

Comparison of Debentures and Series 1992 Preferred Stock

The following is a brief summary comparison of
certain of the principal terms of the Debentures and the Series
1992 Preferred Stock.

<TABLE>
<CAPTION>
Series 1992 Preferred
Debentures Stock
---------- ---------------------
<S> <C> <C>
Interest/ _____% annual interest from 7.92% indicated annual dividend
Dividend Rate and including the Issue Date rate, cumulative and payable
(7.92% per annum for the period quarterly out of funds legally
from and including May 6, 1995 available therefor on February 15,
to and including the Expiration May 15, August 15 and November 15 of
Date) payable quarterly in each year for the dividend periods
arrears on March 31, June 30, ending on the fifth day of each such
September 30 and December 31 of month, when, as and if declared by
each year, commencing September 30, the Company's Board of Directors.
1995, subject to the Company's All dividends on the Series 1992
right to extend the interest Preferred Stock have been paid to

<PAGE>14
payment period at any time and date and the Company has declared
from time to time for a period the dividend payable on August 15,
not exceeding 20 consecutive 1995 to holders of record on
calendar quarters, as described July 21, 1995. In the event
herein. Upon the exercise of dividends are not paid on a
such right to extend, and until dividend payment date in the
payment in full of all accrued future, holders would not be
interest, compounded quarterly, entitled to receive interest on
the Company may not declare or any dividend arrearages.
pay dividends on, or redeem,
purchase or acquire, any shares
of its capital stock (subject
to certain exceptions).
Therefore, the Company believes
that any such extension
is unlikely.

Maturity September 30, 2025. There is None. There is no mandatory
no mandatory redemption or redemption or sinking fund.
sinking fund.

Optional Redeemable at the option of the Redeemable at the option of the
Redemption Company at any time after May 31, Company at any time after May 31,
1997, in whole or in part, at a 1997, in whole or in part, at a
redemption price of 100% of the redemption price of $25 per share,
principal amount of the Debentures in each case plus accrued and
redeemed, in each case plus accrued unpaid dividends to the date fixed
and unpaid interest to the date for redemption.
fixed for redemption.

Subordination Although senior to preferred stock Subordinate to claims of creditors,
of the Company, including the Series including holders of the Company's
1992 Preferred Stock, and to the outstanding debt securities and

<PAGE>15
Common Stock of the Company, the the Debentures, but senior to the
Debentures are unsecured obligations Common Stock of the Company.
of the Company and subordinated to Effectively subordinated to all
all existing and future Senior obligations of the Company's
Indebtedness. Effectively subsidiaries.
subordinated to all obligations of
the Company's subsidiaries.

Voting Rights/ Subject to the Company's right to One-quarter vote per share on
Enforcement extend payment as described herein, matters presented to shareholders
holders have the right to receive of the Company generally, with
interest and principal payments as additional voting rights on
and when due, but do not have any certain matters. If dividends
voting rights. Holders may shall be in arrears in an aggregate
institute suit for the enforcement amount equivalent to four full
of any such payment after the due quarterly payments, the Holders
date. have the right (together with
other classes of preferred stock
ranking on a parity with the
Series 1992 Preferred Stock
either as to dividends or on
the distribution of assets
upon liquidation) to elect a
majority of the full Board
of Directors.

Transfer The Debentures will be registered The Series 1992 Preferred Stock
Restrictions; under the Securities Act and will has been registered under the
New York Stock be transferable to the extent Securities Act and is transferable
Exchange Listing permitted thereunder. The to the extent permitted thereunder.
Company has applied to list The Series 1992 Preferred Stock is
the Debentures on the NYSE. listed on the NYSE.

<PAGE>16

Dividends Interest will not be eligible for Dividends are eligible for the
Received the dividends received deduction. dividends received deduction
Deduction (which is not applicable to
individual shareholders).

Dividend Interest may not be reinvested Dividends on the Series 1992
Reinvestment under the DRIP. However, dividends Preferred Stock may be
and Stock on other shares of the Company's reinvested in Common Stock
Purchase Plan capital stock held by a tendering of the Company in accordance
("DRIP") shareholder will remain eligible with the DRIP.
for reinvestment under the DRIP.
</TABLE>

<PAGE>17

RISK FACTORS

Prospective exchanging shareholders should carefully
consider the following risk factors:

Exchange as Taxable Event

The exchange of Series 1992 Preferred Stock for
Debentures pursuant to the Exchange Offer will be a taxable
event. Depending on each exchanging shareholder's particular
facts and circumstances, the exchange will be treated as (i) a
transaction in which gain or loss will be recognized in an
amount equal to the difference between the fair market value of
the Debentures received in the exchange and the exchanging
shareholder's tax basis in the shares of Series 1992 Preferred
Stock surrendered or (ii) a distribution taxable as a dividend
in an amount equal to the fair market value of the Debentures
received by such exchanging shareholder. See "Certain Federal
Income Tax Considerations" and "Certain Federal Tax
Considerations for Non-United States Persons." All holders of
Series 1992 Preferred Stock are advised to consult their own
tax advisors regarding the federal, state, local and foreign
tax consequences of the exchange of Series 1992 Preferred
Stock.

Right of Company to Defer Payment of Interest

So long as the Company shall not be in default in the
payment of interest on the Debentures, the Company shall have
the right under the Indenture, upon prior notice by public
announcement given in accordance with NYSE rules at any time
during the term of the Debentures, to extend the interest
payment period at any time and from time to time for a period
not exceeding 20 consecutive calendar quarters. No interest
shall be due and payable during an Extension Period, but on the
interest payment date occurring at the end of each Extension
Period the Company shall pay to the holders of record on the
record date for such interest payment date (regardless of who
the holders of record may have been on other dates during the
Extension Period) all accrued and unpaid interest on the
Debentures, together with interest thereon, compounded
quarterly at the rate of interest on the Debentures.

Upon the termination of any Extension Period and the
payment of all interest then due, the Company may commence a new
Extension Period. After prior notice given by public announcement
in accordance with NYSE rules, the Company may also prepay at
any time all or a portion of the interest accrued during an
Extension Period. Consequently, there could be multiple
Extension Periods of varying lengths throughout the term

<PAGE>18
of the Debentures. See "Description of Debentures--
Option to Extend Interest Payment Period."

Potential Market Volatility During Extension Period

As described above, the Company has the right to
extend an interest payment period from time to time for a
period not exceeding 20 consecutive calendar quarters. In the
event the Company determines to extend an interest payment
period, or in the event the Company thereafter extends an
Extension Period or prepays interest accrued during an
Extension Period as described above, the market price of the
Debentures is likely to be adversely affected. In addition, as
a result of such rights, the market price of the Debentures may
be more volatile than other debt instruments with original
issue discount that do not have such rights. A holder that
disposes of its Debentures during an Extension Period,
therefore, may not receive the same return on its investment as
a holder that continues to hold its Debentures. See
"Description of Debentures--Option to Extend Interest Payment
Period."

No Cash Payments During Extension Period to Pay Accrued Tax
Liability

In the event an Extension Period occurs, holders of
the Debentures would continue, under the original issue
discount rules, to accrue income on the Debentures for United
States federal income tax purposes. As a result, a holder that
is subject to United States federal income tax ordinarily would
include such amounts in gross income in advance of the receipt
of cash. A holder that disposes of its Debentures prior to the
record date for payment of interest at the end of an Extension
Period will not receive cash from the Company related to such
interest because such interest will be paid to the holder of
record on such record date, regardless of who the holders of
record may have been on other dates during the Extension
Period. The extent to which such a holder will receive a
return on the Debentures for the period it held such Debentures
will depend on the market for the Debentures at the time of
such disposition. See "--Differences In Amount Between
Interest Payments and Taxable Income" below and "Certain
Federal Income Tax Considerations--Interest and Original Issue
Discount on Debentures."

Differences In Amount Between Interest Payments and
Taxable Income

Because the original issue discount rules apply to
the Debentures, even if an Extension Period does not occur there
may be differences in timing and amount between the gross income

<PAGE>19
recognized with respect to a Debenture and the interest
payable on such Debenture. The amount of original issue
discount that an owner of Debentures will be required to accrue
over the term of such Debentures may be greater than or less
than the total amount of interest payable with respect to such
Debentures. If the fair market value of the Debentures at the
time of their issuance is less than their stated principal
amount, the difference will be included in income over the term
of such Debentures. If the fair market value of the Debentures
at the time of their issuance is greater than their stated
principal amount, the amount of original issue discount
included in income over the term of the Debentures will be
reduced by the difference. See "Certain Federal Income Tax
Considerations--Interest and Original Issue Discount on
Debentures."

Subordination of Debentures

The Debentures are senior to preferred stock of the
Company, including the 1992 Series Preferred Stock, and to the
Common Stock of the Company, but will be unsecured obligations
of the Company and subordinate to all existing and future
Senior Indebtedness of the Company. On March 31, 1995,
approximately $3.7 billion of such Senior Indebtedness was
outstanding. As the Debentures will be issued by the Company,
the Debentures effectively will be subordinate to all
obligations of the Company's subsidiaries. See "Description of
Debentures--Subordination."

No Established Trading Market for Debentures

The Debentures constitute a new issue of securities
with no established trading market. While application has been
made to list the Debentures on the NYSE, there can be no
assurance that an active market for the Debentures will develop
or be sustained in the future on the NYSE. In addition,
because interest on the Debentures will not be eligible for the
dividends received deduction, it is likely that fewer
institutions will hold the Debentures than currently hold the
Series 1992 Preferred Stock. Accordingly, no assurance can be
given as to the liquidity of, or trading markets for, the
Debentures or whether the sales price of the Debentures on the
NYSE at the time of issuance thereof (or at any time thereafter)
will be greater than or less than either the stated principal
amount thereof or the closing sales price of the Series 1992
Preferred Stock on the NYSE on the Expiration Date.

<PAGE>20
Risk That Preferred Stock May Be Delisted or Become Illiquid

Under the rules of the NYSE, preferred stock such as
the Series 1992 Preferred Stock is subject to delisting if
(i) the aggregate market value of publicly-held shares is less
than $2 million or (ii) the number of publicly-held shares is
less than 100,000. In the event that the number of shares of
Series 1992 Preferred Stock tendered for exchange in the
Exchange Offer (i.e., more than 4,900,000 shares) would, if
accepted by the Company, result in the risk that the Series
1992 Preferred Stock to be outstanding following such
acceptance would be delisted, the Company will amend the
Exchange Offer to decrease the number of shares of Series 1992
Preferred Stock sought to such number as would not result in
delisting or to comply with Rule 13e-3 under the Exchange Act.

To the extent that less than all of the Series 1992
Preferred Stock is exchanged for Debentures in the Exchange
Offer, the liquidity and trading market for the Series 1992
Preferred Stock to be outstanding following the Exchange Offer,
and the terms upon which such Series 1992 Preferred Stock could
be sold, could be adversely affected.

No Voting Rights

Subject to the Company's right to extend payment of
interest as described herein, holders of Debentures will have
the right to receive interest and principal payments as and
when due, but will not have any of the voting rights of the
Series 1992 Preferred Stock. See "Description of Capital
Stock--Voting Rights."

No Limitation on Indebtedness; No Protection Against Highly
Leveraged Transaction or Change in Control

There are no terms of the Debentures that limit the
Company's ability to incur additional indebtedness, including
indebtedness that would rank senior to the Debentures. The
Indenture does not contain any cross-defaults to any other
indebtedness of the Company and, therefore, a default with
respect to, or the acceleration of, any such indebtedness will
not constitute an Event of Default (as defined below) with
respect to the Debentures. The Indenture does not contain any
provisions that afford holders of Debentures protection in the
event of a highly leveraged transaction involving the Company or
in the event of a change in control of the Company. See
"Description of Debentures--General."

<PAGE>21
THE COMPANY

The Company is an electric utility that conducts a
retail electric utility business through 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. The Company is the
indirect owner, through PacifiCorp Holdings, Inc. (a wholly-
owned subsidiary), of 86.6% of Pacific Telecom, Inc. ("Pacific
Telecom") and 100% of each of Pacific Generation Company
("PGC") and PacifiCorp Financial Services, Inc. ("PFS").
Reference is made to the Incorporated Documents for information
concerning a proposed merger transaction that would increase
the Company's ownership interest in Pacific Telecom to 100%.

The Company furnishes 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. PGC is engaged in the
independent power production and cogeneration business. PFS
plans to continue to sell portions of its loan, leasing and
real estate investments.

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

<PAGE>22
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, 1994 and
the three months ended March 31, 1994 and 1995 has been derived
from the consolidated financial statements of the Company for
the respective periods. The consolidated financial statements
for the three-year period ended December 31, 1994 have been
audited by Deloitte & Touche LLP, independent auditors, and the
reports of Deloitte & Touche LLP are incorporated herein by
reference. This selected financial information should be read
in conjunction with the financial statements and related notes
thereto included in the Incorporated Documents.

Twelve Months Three Months
Ended December 31, Ended March 31,
-------------------- ---------------
1992 1993 1994 1994 1995
---- ---- ---- ---- ----
Income Statement Data:
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . . $3,236 $3,405 $3,507 $865 $854
Income from Operations (1) . . 704 969 1,022 259 264
Income from Continuing
Operations . . . . . . . . . . 150 423 468 121 115
Discontinued Operations (2). . (491) 52 -- -- --
Cumulative Effect on Prior Years
of a Change in Accounting for
Income Taxes . . . . . . . . -- 4 -- -- --
Net Income (Loss). . . . . . . (341) 479 468 121 115
Preferred Stock Dividend
Requirements . . . . . . . . 37 39 40 10 10
Earnings (Loss) on
Common Stock . . . . . . . . (378) 440 428 111 105
Earnings (Loss) per Common
Share:
Continuing Operations. . . .42 1.40 1.51 0.39 0.37
Discontinued Operations. . (1.84) .19 -- -- --
Cumulative Effect on Prior
Years of a Change in Accounting
for Income Taxes . . . . . -- .01 -- -- --
</TABLE>

Twelve Months Three Months
Ended December 31, Ended March 31,
------------------------ ---------------
1992 1993 1994 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Other Data:
Ratio of Earnings to
Fixed Charges(4) . . . . . . 1.6x 2.5x 3.0x 3.1x

Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends(5) . . . . . 1.4x 2.2x 2.6x 2.6x
</TABLE>
<TABLE>
<CAPTION>
March 31, 1995
----------------------------------------------
As Adjusted(3)
--------------
Assuming Assuming
Actual 50% Exchange 75% Exchange
------ ------------ ------------
Capital Structure: Amount % Amount % Amount %
----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Debt and Capital
Lease Obligations. . . . . . . $ 4,435 52% $ 4,324 51% $ 4,325 51%

Subordinated Debt. . . . . . . -- -- 183 2 214 2
------- --- ------- --- ------ ---

Total Debt and
Capital Lease Obligations. 4,435 52 4,507 53 4,539 53

Preferred Stock. . . . . . . . 367 4 304 3 273 3

Preferred Stock Subject to
Mandatory Redemption . . . . 219 3 219 3 219 3

Common Equity. . . . . . . . . 3,491 41 3,491 41 3,491 41
------- ---- ------- ---- ------- ----
Total. . . . . . . . . . . . . $ 8,512 100% $ 8,521 100% $ 8,522 100%
_______________
<FN>

(1) Income before income taxes, interest, other nonoperating items,
discontinued operations and cumulative effect of a change in an accounting
principle. Certain amounts from prior years have been reclassified to
conform with the 1995 method of presentation. These reclassifications
had no effect on previously reported consolidated net income.

(2) Discontinued operations represents the Company's interests in NERCO,
Inc., the disposition of which was completed pursuant to a merger in June
1993, and an international communications subsidiary of Pacific Telecom,
the disposition of which was completed in September 1993.

(3) Adjusted to give effect to (i) the issuance of $120 million of the
Series A Debentures by the Company on May 31, 1995 and the application of
the estimated net proceeds thereof to repay short-term borrowings, (ii) the
issuance of $100 million of Secured Medium-Term Notes, Series G, by the
Company on June 9, 1995 and the application of the estimated net proceeds
thereof to repay debt and (iii) the issuance of the Debentures in exchange
for the 1992 Series Preferred Stock at the indicated assumed acceptance
rates.

<PAGE>24
(4) Ratios for 1990 and 1991 were 2.3 x and 2.4 x, respectively.

(5) Ratios for 1990 and 1991 were 2.2 x and 2.2 x, respectively.
</TABLE>

<PAGE>25
THE EXCHANGE OFFER

General

Participation in the Exchange Offer is voluntary and
Holders (as defined below) should carefully consider whether or
not to accept. Neither the Board of Directors, the Company nor
the Dealer Managers make any recommendation to Holders as to
whether or not to tender in the Exchange Offer. Holders of the
Series 1992 Preferred Stock are urged to consult their
financial and tax advisors in making their own decisions on
what action to take in light of their own particular
circumstances.

Unless the context requires otherwise, the term
"Holder" with respect to the Exchange Offer means (i) any
person in whose name any Series 1992 Preferred Stock is
registered on the books of the Company, (ii) any other person
who has obtained a properly completed stock power from the
registered holder or (iii) any person whose Series 1992
Preferred Stock is held of record by The Depository Trust
Company ("DTC"), the Midwest Securities Trust Company ("MSTC")
or the Philadelphia Depository Trust Company ("PDTC") (each, a
"Book-Entry Transfer Facility") who desires to deliver such
Series 1992 Preferred Stock by book-entry transfer at such
Book-Entry Transfer Facility.

Purpose of the Exchange Offer

The principal purpose of the Exchange Offer is to
improve the Company's after-tax cash flow by replacing the
Series 1992 Preferred Stock with the Debentures. The potential
cash flow benefit to the Company arises because interest
payable on the Debentures (whether paid currently or deferred
under the terms of the Debentures) generally will be deductible
by the Company as it accrues for federal income tax purposes,
while dividends payable on the Series 1992 Preferred Stock are
not deductible. The extent of this cash flow benefit, however,
cannot be predicted because it depends upon the number of
shares of Series 1992 Preferred Stock exchanged pursuant to the
Exchange Offer, upon the Company's United States federal income
tax position in any year and the period of time the Debentures
remain outstanding. Neither the Company's ability to defer
interest payments on the Debentures nor the lack of voting
rights on the part of holders of the Debentures is a purpose of
the Company in making the Exchange Offer.

Except in connection with the Exchange Offer, the
Company has no present plans or intention to make any
acquisitions of or offers for the Series 1992 Preferred Stock.
However, following the expiration of the Exchange Offer and
depending on the number of shares of Series 1992 Preferred
Stock tendered in the Exchange Offer, the Company will continue to

<PAGE>26
monitor the market for the Series 1992 Preferred Stock and
reserves the right, in its sole discretion, to acquire and to
make offers for Series 1992 Preferred Stock subsequent to the
Expiration Date for cash or in exchange for other securities,
by optional redemption or otherwise. The terms of any such
acquisitions or offers may differ from the terms of the
Exchange Offer. Such acquisitions or offers, if any, would
depend upon, among other things, the price and availability of
such shares and the Company's tax position.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set
forth herein and in the Letter of Transmittal, the Company will
exchange up to $125,000,000 aggregate principal amount of
Debentures for up to all of the outstanding shares of
Series 1992 Preferred Stock. The Debentures are offered in
minimum denominations of $25 and integral multiples thereof,
and the Series 1992 Preferred Stock has a liquidation
preference of $25 per share. Consequently, the Exchange Offer
will be effected on the basis of $25 principal amount of
Debentures for each share of Series 1992 Preferred Stock
validly tendered and accepted for exchange in the Exchange
Offer. Upon the terms and subject to the conditions set forth
herein and in the Letter of Transmittal, the Company will
accept Series 1992 Preferred Stock validly tendered and not
withdrawn as promptly as practicable after the Expiration Date
unless the Exchange Offer has been withdrawn or terminated.
The Company will not accept Series 1992 Preferred Stock for
exchange prior to the Expiration Date. The Company expressly
reserves the right, in its sole discretion, to delay acceptance
for exchange of Series 1992 Preferred Stock tendered under the
Exchange Offer or the exchange of the Debentures for the
Series 1992 Preferred Stock accepted for exchange (subject to
Rules 13e-4 and 14e-1 under the Exchange Act, which require
that the Company consummate the Exchange Offer or return the
Series 1992 Preferred Stock deposited by or on behalf of the
Holders thereof promptly after the termination or withdrawal of
the Exchange Offer), or to withdraw or terminate the Exchange
Offer and not accept any Series 1992 Preferred Stock at any
time for any reason. In all cases, except to the extent waived
by the Company, delivery of Debentures in exchange for the
Series 1992 Preferred Stock accepted for exchange pursuant to
the Exchange Offer will be made only after timely receipt by
the Exchange Agent of Series 1992 Preferred Stock (or
confirmation of book-entry transfer thereof), a properly
completed and duly executed Letter of Transmittal and any other
documents required thereby. Partial tenders are permitted upon
the terms and subject to the conditions set forth herein and in
the Letter of Transmittal.

As of June 21, 1995, there were 5,000,000 shares of
Series 1992 Preferred Stock outstanding. This Prospectus,

<PAGE>27

together with the Letter of Transmittal, is being sent to all
registered Holders as of June 21, 1995. Shares of Series 1992
Preferred Stock exchanged pursuant to the Exchange Offer will
revert to the status of authorized but unissued shares of the
Company's No Par Serial Preferred Stock.

The Company shall be deemed to have accepted validly
tendered Series 1992 Preferred Stock (or defectively tendered
Series 1992 Preferred Stock with respect to which the Company
has waived such defect) when, as and if the Company has given
oral or written notice thereof to the Exchange Agent. The
Exchange Agent will act as agent for the tendering Holders for
the purpose of receiving the Debentures from the Company and
remitting such Debentures to tendering Holders. Upon the terms
and subject to the conditions of the Exchange Offer, delivery
of Debentures in exchange for Series 1992 Preferred Stock will
be made as promptly as practicable after the Expiration Date.

If any tendered Series 1992 Preferred Stock is not
accepted for exchange because of an invalid tender, the
occurrence of certain other events set forth herein or
otherwise, unless otherwise requested by the Holder under
"Special Delivery Instructions" in the Letter of Transmittal,
such Series 1992 Preferred Stock will be returned, without
expense to the tendering Holder thereof (or in the case of
Series 1992 Preferred Stock tendered by book-entry transfer
into the Exchange Agent's account at a Book-Entry Transfer
Facility, such Series 1992 Preferred Stock will be credited to
an account maintained at such Book-Entry Transfer Facility
designated by the participant therein who so delivered such
Series 1992 Preferred Stock), as promptly as practicable after
the Expiration Date or the withdrawal or termination of the
Exchange Offer.

Holders of Series 1992 Preferred Stock will not have
any appraisal or dissenters' rights under the Oregon Business
Corporation Act (the "OBCA") in connection with the Exchange
Offer. The Company intends to conduct the Exchange Offer in
accordance with the applicable requirements of the Exchange Act
and the rules and regulations of the Commission thereunder.

Holders who tender Series 1992 Preferred Stock in the
Exchange Offer will not be required to pay brokerage
commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the
exchange of Series 1992 Preferred Stock for Debentures pursuant
to the Exchange Offer. See "--Fees and Expenses; Transfer
Taxes."

Expiration Date; Extensions; Amendments; Termination

The Exchange Offer will expire on the Expiration
Date. The term "Expiration Date" shall mean 12:00 midnight,
New York

<PAGE>28
City time, on July 19, 1995, unless the Company, in its sole
discretion, extends the Exchange Offer, in which case the term
"Expiration Date" shall mean the latest date and time to which
the Exchange Offer is extended.

The Company reserves the right to extend the Exchange
Offer in its sole discretion at any time and from time to time
by giving oral or written notice to the Exchange Agent and by
timely public announcement communicated, unless otherwise
required by applicable law or regulation, by making a release
to the Dow Jones News Service. During any extension of the
Exchange Offer, all Series 1992 Preferred Stock previously
tendered pursuant to the Exchange Offer and not withdrawn will
remain subject to the Exchange Offer.

The Company expressly reserves the right to (i) amend
or modify the terms of the Exchange Offer in any manner and
(ii) withdraw or terminate the Exchange Offer and not accept
for exchange any Series 1992 Preferred Stock, at any time for
any reason, including (without limitation) if fewer than
1,000,000 shares of Series 1992 Preferred Stock are tendered
(which condition may be waived by the Company).

If the Company makes a material change in the terms
of the Exchange Offer or if it waives a material condition of
the Exchange Offer, the Company will extend the Exchange Offer.
The minimum period for which the Exchange Offer will be
extended following a material change or waiver, other than a
change in the amount of Series 1992 Preferred Stock sought for
exchange, will depend upon the facts and circumstances,
including the relative materiality of the change or waiver.
With respect to a change in the amount of Series 1992 Preferred
Stock sought, the offer will be extended for a minimum of 10
business days following public announcement of such change.
Any withdrawal or termination of the Exchange Offer will be
followed as promptly as practicable by public announcement
thereof. In the event the Company withdraws or terminates the
Exchange Offer, it will give immediate notice to the Exchange
Agent, and all Series 1992 Preferred Stock theretofore tendered
pursuant to the Exchange Offer will be returned promptly to the
tendering Holders thereof. See "--Withdrawal of Tenders."

Accumulated Dividends and Interest on Debentures

The Debentures will bear interest at an annual rate
of _____% from and including the Issue Date. The dividend on
the Series 1992 Preferred Stock payable on August 15, 1995 for
the period May 6, 1995 through August 5, 1995 will not be paid
to holders of Series 1992 Preferred Stock accepted for exchange
in the Exchange Offer (unless the Company extends the
Expiration Date (as defined herein) to a date that is after
July 21, 1995,

<PAGE>29
which is the record date for shareholders entitled to receive
the August 15, 1995 dividend.) In lieu thereof, registered
holders of Debentures on September 15, 1995 will be entitled to
interest at a rate of 7.92% per annum (equal to the indicated
annual dividend rate on the Series 1992 Preferred Stock) from
and including May 6, 1995 to and including the Expiration Date,
payable on September 30, 1995, which is the date of the first
interest payment on the Debentures. See "Description of
Debentures--Interest."

Procedures for Tendering

The tender of Series 1992 Preferred Stock by a Holder
thereof pursuant to one of the procedures set forth below will
constitute an agreement between such Holder and the Company in
accordance with the terms and subject to the conditions set
forth herein and in the Letter of Transmittal.

Each Holder of the Series 1992 Preferred Stock
wishing to accept the Exchange Offer must (i) unless an Agent's
Message (as defined below) is utilized in connection with a
book-entry transfer, properly complete and sign the Letter of
Transmittal or a facsimile thereof (all references in this
Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) in accordance with the
instructions contained herein and therein, together with any
required signature guarantees, and deliver the same to the
Exchange Agent, at either of its addresses set forth under "--
Exchange Agent and Information Agent" below and either (a)
certificates for the Series 1992 Preferred Stock must be
received by the Exchange Agent at such address or (b) such
Series 1992 Preferred Stock must be transferred pursuant to the
procedures for book-entry transfer described under "--Book
Entry Transfer" below and a confirmation of such book-entry
transfer must be received by the Exchange Agent, in each case
prior to the Expiration Date, or (ii) comply with the
guaranteed delivery procedures described under "--Guaranteed
Delivery" below.

Letters of Transmittal, Series 1992 Preferred Stock
and any other required documents should be sent only to the
Exchange Agent, and not to the Company, the Dealer Managers or
the Information Agent.

Signature Guarantees. If tendered Series 1992
Preferred Stock is registered in the name of the signer of the
Letter of Transmittal and the Debentures to be issued in
exchange therefor are to be issued (and any untendered
Series 1992 Preferred Stock is to be reissued) in the name of
the registered Holder (which term, for the purposes described
herein, shall include any participant in a Book-Entry Transfer
Facility whose name appears on a security listing as the owner
of Series 1992

<PAGE>30
Preferred Stock), the signature of such signer need not be
guaranteed. If the tendered Series 1992 Preferred Stock is
registered in the name of someone other than the signer of the
Letter of Transmittal, such tendered Series 1992 Preferred
Stock must be endorsed or accompanied by written instruments of
transfer in form satisfactory to the Company and duly executed
by the registered Holder, and the signature on the endorsement
or instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loans
associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program or The New York
Stock Exchange Medallion Signature Guarantee Program or the
Stock Exchange Medallion Program (any of the foregoing
hereinafter referred to as an "Eligible Institution"). If the
Debentures and/or Series 1992 Preferred Stock not accepted for
exchange are to be delivered to an address other than that of
the registered Holder appearing on the register for the
Series 1992 Preferred Stock, the signature in the Letter of
Transmittal must be guaranteed by an Eligible Institution. Any
beneficial owner whose Series 1992 Preferred Stock is
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and who wishes to tender should
contact such registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf.
If such beneficial owner wishes to tender on its own behalf,
such owner must, prior to completing and executing a Letter of
Transmittal and delivering its Series 1992 Preferred Stock,
either make appropriate arrangements to register ownership of
the Series 1992 Preferred Stock in such owner's name or obtain
a properly completed stock power from the registered holder.
The transfer of registered ownership may take considerable time
and may not be able to be completed prior to the Expiration
Date.

The method of delivery of the Letter of Transmittal,
Series 1992 Preferred Stock and all other documents is at the
election and risk of the Holder and, except as otherwise
provided herein, the delivery will be deemed made only when
actually received by the Exchange Agent. If sent by mail, it
is recommended that registered mail, return receipt requested,
be used, prior insurance be obtained, and the mailing be made
sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent on or before the Expiration
Date.

Book-Entry Transfer. The Company understands that
the Exchange Agent will make a request promptly after the date
of this Prospectus to establish accounts with respect to the
Series 1992 Preferred Stock at each of the Book-Entry Transfer
Facilities for the purpose of facilitating the Exchange Offer,
and subject to the establishment thereof, any financial
institution that is a participant in any Book-Entry Transfer
Facility system may make book-entry delivery of Series 1992
Preferred Stock by causing such Book-Entry Transfer Facility to

<PAGE>31
transfer such Series 1992 Preferred Stock into the Exchange
Agent's account with respect to the Series 1992 Preferred Stock
in accordance with procedures established by such Book-Entry
Transfer Facility for such book-entry transfers. However, the
exchange for the Series 1992 Preferred Stock so tendered will
only be made after timely confirmation (a "Book-Entry
Confirmation") of such book-entry transfer of Series 1992
Preferred Stock into the Exchange Agent's account at the
applicable Book-Entry Facility, and, if applicable, timely
receipt by the Exchange Agent of an Agent's Message, and any
other documents required by the Letter of Transmittal. The
term "Agent's Message" means a message, transmitted by a Book-
Entry Transfer Facility and received by the Exchange Agent and
forming a part of a Book-Entry Confirmation, which states that
the Book-Entry Transfer Facility has received an express
acknowledgment from a participant tendering Series 1992
Preferred Stock that is the subject of such Book-Entry
Confirmation that such participant has received and agrees to
be bound by the terms of the Letter of Transmittal, and that
the Company may enforce such agreement against such
participant.

Guaranteed Delivery. If a Holder desires to accept
the Exchange Offer and time will not permit a Letter of
Transmittal or certificates for Series 1992 Preferred Stock to
reach the Exchange Agent before the Expiration Date or the
procedure for book-entry transfer cannot be completed on a
timely basis, a tender may be effected if the Exchange Agent
has received at its office prior to the Expiration Date, a
letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering
Holder, the name(s) in which the Series 1992 Preferred Stock is
registered and, if the Series 1992 Preferred Stock is held in
certificated form, the certificate number(s) of the Series 1992
Preferred Stock to be tendered, and stating that the tender is
being made thereby and guaranteeing that within five NYSE
trading days after the date of execution of such letter,
telegram or facsimile transmission by such Eligible
Institution, the Series 1992 Preferred Stock in proper form for
transfer together with a properly completed and duly executed
Letter of Transmittal (and any other required documents), or a
confirmation of book-entry transfer of such Series 1992
Preferred Stock into the Exchange Agent's account at a Book-
Entry Transfer Facility, will be delivered by such Eligible
Institution. Unless the Series 1992 Preferred Stock being
tendered by the above-described method is deposited with the
Exchange Agent (accompanied or preceded by a properly completed
Letter of Transmittal and any other required documents), or a
Book-Entry Confirmation (together with an Agent's Message) is
received by the Exchange Agent, in each case within the time
period set forth above, the Company may, at its option, reject
the tender. Copies of a Notice of Guaranteed Delivery which
may be used by Eligible Institutions for the

<PAGE>32
purposes described in this paragraph are available from the
Exchange Agent and the Information Agent.

Miscellaneous. All questions as to the validity,
form, eligibility (including time of receipt) and acceptance
for exchange of any tender of Series 1992 Preferred Stock will
be determined by the Company, whose determination will be final
and binding. The Company reserves the absolute right to reject
any or all tenders not in proper form or the acceptance for
exchange of which may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right to
waive any defect or irregularity in the tender of any
Series 1992 Preferred Stock, and the Company's interpretation
of the terms and conditions of the Exchange Offer (including
the instructions in the Letter of Transmittal) will be final
and binding. None of the Company, the Exchange Agent, the
Dealer Managers, the Information Agent or any other person will
be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to
give any such notification.

Tenders of Series 1992 Preferred Stock involving any
irregularities will not be deemed to have been made until such
irregularities have been cured or waived. Series 1992
Preferred Stock received by the Exchange Agent that is not
validly tendered and as to which the irregularities have not
been cured or waived will be returned by the Exchange Agent to
the tendering Holder (or, in the case of Series 1992 Preferred
Stock tendered by book-entry transfer into the Exchange Agent's
account at a Book-Entry Transfer Facility, such Series 1992
Preferred Stock will be credited to an account maintained at
such Book-Entry Transfer Facility designated by the participant
therein who so delivered such Series 1992 Preferred Stock),
unless otherwise requested by the Holder in the Letter of
Transmittal, as promptly as practicable after the Expiration
Date or the withdrawal or termination of the Exchange Offer.

Letter of Transmittal

The Letter of Transmittal contains, among other
things, the following terms and conditions, which are part of
the Exchange Offer.

The party tendering Series 1992 Preferred Stock for
exchange (the "Transferor") exchanges, assigns and transfers
the Series 1992 Preferred Stock to the Company and irrevocably
constitutes and appoints the Exchange Agent as the Transferor's
agent and attorney-in-fact to cause the Series 1992 Preferred
Stock to be assigned, transferred and exchanged. The
Transferor represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the
Series 1992 Preferred Stock and to acquire Debentures issuable
upon the exchange of

<PAGE>33
such tendered Series 1992 Preferred Stock, and that, when the
same are accepted for exchange, the Company will acquire good
and unencumbered title to the tendered Series 1992 Preferred
Stock, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The
Transferor also warrants that it will, upon request, execute
and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the exchange, assignment
and transfer of tendered Series 1992 Preferred Stock or
transfer ownership of such Series 1992 Preferred Stock on the
account books maintained by the Book-Entry Transfer Facilities.
All authority conferred by the Transferor will survive the
death, bankruptcy or incapacity of the Transferor and every
obligation of the Transferor shall be binding upon the heirs,
personal representatives, successors and assigns of such
Transferor.

Withdrawal of Tenders

Tenders of Series 1992 Preferred Stock pursuant to
the Exchange Offer may be withdrawn at any time prior to the
Expiration Date and, unless accepted for exchange by the
Company, may be withdrawn at any time after 40 business days
after the date of this Prospectus.

To be effective, a written notice of withdrawal
delivered by mail, hand delivery or facsimile transmission must
be timely received by the Exchange Agent at the address set
forth in the Letter of Transmittal. The method of notification
is at the risk and election of the Holder. Any such notice of
withdrawal must specify (i) the Holder named in the Letter of
Transmittal as having tendered Series 1992 Preferred Stock to
be withdrawn, (ii) if the Series 1992 Preferred Stock is held
in certificated form, the certificate number(s) of the
Series 1992 Preferred Stock to be withdrawn, (iii) that such
Holder is withdrawing its election to have such Series 1992
Preferred Stock exchanged and (iv) the name of the registered
Holder of such Series 1992 Preferred Stock and must be signed
by the Holder in the same manner as the original signature on
the Letter of Transmittal (including any required signature
guarantees) or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to
the beneficial ownership of the Series 1992 Preferred Stock
being withdrawn. The Exchange Agent will return the properly
withdrawn Series 1992 Preferred Stock promptly following
receipt of notice of withdrawal. If Series 1992 Preferred
Stock has been tendered pursuant to the procedure for book-
entry transfer, any notice of withdrawal must specify the name
and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Series 1992 Preferred Stock
and otherwise comply with such Book-Entry Transfer Facility's
procedures. All questions as to the validity of notice of
withdrawal, including time of receipt, will

<PAGE>34
be determined by the Company, and such determination will be
final and binding on all parties. Withdrawals of tenders of
Series 1992 Preferred Stock may not be rescinded and any
Series 1992 Preferred Stock withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer.
Properly withdrawn Series 1992 Preferred Stock, however, may be
retendered by following the procedures therefor described
elsewhere herein at any time prior to the Expiration Date. See
"--Procedures for Tendering."

Acceptance of Shares and Delivery of Debentures

Upon the terms and subject to the conditions of the
Exchange Offer, including the reservation by the Company of the
right to withdraw, amend or terminate the Exchange Offer and
certain other rights, the Company will accept for exchange all
shares of Series 1992 Preferred Stock that are properly
tendered in the Exchange Offer and not withdrawn prior to the
Expiration Date. Subject to such terms and conditions, the
Debentures issued pursuant to the Exchange Offer will be issued
as of the Issue Date and will be delivered as promptly as
practicable thereafter. See "--Terms of the Exchange Offer"
and "--Expiration Date; Extensions; Amendments; Termination."

Exchange Agent and Information Agent

The Bank of New York has been appointed as Exchange
Agent for the Exchange Offer.

The Exchange Agent:

The Bank of New York

By Hand or Overnight Courier: By Mail:
The Bank of New York The Bank of New York
101 Barclay Street PO Box 11248
New York, NY 10286 Church Street Station
Attention: Tender and Exchange New York, NY 10286
Receive and Deliver Window, Street LevelAttention: Tender and
Exchange

By Facsimile:
(For Eligible Institutions Only)
(212) 815-6213

Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(800) 507-9357

Georgeson & Company Inc. has been retained by the
Company as the Information Agent to assist in connection with
the Exchange Offer. Questions and requests for assistance
regarding the Exchange Offer, requests for additional copies of
this Prospectus or of the Letter of Transmittal and requests
for

<PAGE>35
Notice of Guaranteed Delivery may be directed to the
Information Agent at Wall Street Plaza, New York, New York
10005, telephone (800) 223-2064.

The Company will pay the Exchange Agent and the
Information Agent reasonable and customary fees for their
services and will reimburse them for all their reasonable out-
of-pocket expenses in connection therewith.

Dealer Managers

Goldman, Sachs & Co. and Salomon Brothers Inc, as
Dealer Managers, have agreed to solicit exchanges of
Series 1992 Preferred Stock for Debentures. The Company will
pay the Dealer Managers a fee that is dependent on the number
of shares of Series 1992 Preferred Stock accepted pursuant to
the Exchange Offer. The maximum fee payable to the Dealer
Managers is approximately $1,225,000. The Company will also
reimburse the Dealer Managers for certain reasonable out-of-
pocket expenses in connection with the Exchange Offer and will
indemnify the Dealer Managers against certain liabilities,
including liabilities under the Securities Act. Additional
solicitation may be made by telecopier, telephone or in person
by officers and regular employees of the Company and its
affiliates. No additional compensation will be paid to any
such officers and employees who engage in soliciting tenders.

Listing and Trading of Debentures and Series 1992 Preferred
Stock; Transfer Restrictions

There has not previously been any public market for
the Debentures. While application has been made to list the
Debentures on the NYSE and the Company anticipates that a
market will develop, there can be no assurance that an active
market for the Debentures will develop or be sustained in the
future on the NYSE. Although the Dealer Managers have
indicated to the Company that they intend to make a market in
the Debentures as permitted by applicable laws and regulations,
they are not obligated to do so and may discontinue any such
market-making at any time without notice. Accordingly, no
assurance can be given as to the liquidity of, or trading
markets for, the Debentures.

The Series 1992 Preferred Stock has been registered
under the Securities Act and is transferable to the extent
permitted thereunder. The Series 1992 Preferred Stock is
listed on the NYSE. The Company does not believe that the
Exchange Offer has a reasonable likelihood of causing the
Series 1992 Preferred Stock to be delisted. Holders of
Series 1992 Preferred Stock who do not tender their Series 1992
Preferred Stock in the Exchange Offer or whose Series 1992
Preferred Stock is not accepted for exchange will continue to
hold such Series 1992

<PAGE>36
Preferred Stock and will be entitled to all the rights and
preferences, and will be subject to all of the limitations
applicable thereto. See "Description of Capital Stock."
Moreover, to the extent that Series 1992 Preferred Stock is
tendered and accepted in the Exchange Offer, a holder's ability
to sell Series 1992 Preferred Stock not tendered for exchange
could be adversely affected.

Transactions and Arrangements Concerning the Series 1992
Preferred Stock

Except as described herein, there are no contracts,
arrangements, understandings or relationships in connection
with the Exchange Offer between the Company or any of its
directors or executive officers and any person with respect to
any securities of the Company, including the Debentures and the
Series 1992 Preferred Stock.

Fees and Expenses; Transfer Taxes

The expenses of soliciting tenders of the Series 1992
Preferred Stock will be borne by the Company. For compensation
to be paid to the Dealer Managers see "--Dealer Managers." The
total cash expenditures to be incurred by the Company in
connection with the Exchange Offer, other than fees payable to
the Dealer Managers, but including the expenses of the Dealer
Managers, printing, accounting and legal fees, and the fees and
expenses of the Exchange Agent, the Information Agent and the
Trustee under the Indenture, are estimated to be approximately
$2,500,000.

The Company will pay a solicitation fee of $0.50 per
share of Series 1992 Preferred Stock for any Series 1992
Preferred Stock tendered and accepted for exchange pursuant to
the Exchange Offer covered by a Letter of Transmittal that
designates, as having solicited and obtained such tender, the
name of any of the following persons: (i) any broker or dealer
in securities, including either of the Dealer Managers in its
capacity as a broker or dealer, which is a member of any
national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker
or dealer not eligible for membership in the NASD which agrees
to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though
it were an NASD member or (iii) any bank or trust company (each
of which is referred to herein as a "Soliciting Dealer").

No such fee shall be payable to a Soliciting Dealer
if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to a tendering holder (other
than itself). Soliciting Dealers are not entitled to receive
such fees for any

<PAGE>37
Series 1992 Preferred Stock tendered for their own account. No
broker, dealer, bank, trust company or fiduciary shall be
deemed to be the agent of the Company, the Exchange Agent, the
Dealer Managers or the Information Agent for purposes of the
Exchange Offer.

The Company will also, upon request, reimburse
Soliciting Dealers for reasonable and customary handling and
mailing expenses incurred by them in forwarding materials
relating to the Exchange Offer to their customers.

The Company will pay all transfer taxes, if any,
applicable to the exchange of Series 1992 Preferred Stock
pursuant to the Exchange Offer. If, however, certificates
representing Debentures, or shares of Series 1992 Preferred
Stock not tendered or not accepted for exchange, are to be
delivered to, or are to be issued in the name of, any person
other than the registered Holder of the Series 1992 Preferred
Stock tendered or if a transfer tax is imposed for any reason
other than the exchange of Series 1992 Preferred Stock pursuant
to the Exchange Offer, then the amount of any such transfer
taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such
tendering Holder.

<PAGE>38
PRICE RANGE OF SERIES 1992 PREFERRED STOCK

The Series 1992 Preferred Stock is listed and
principally traded on the NYSE. The following table sets
forth, for each period shown, the high and low sales prices of
the Series 1992 Preferred Stock as reported on the NYSE
Composite Tape.

Price Range
-----------
High Low
---- ---
1993:
First Quarter 26 1/2 24 1/4
Second Quarter 26 3/4 25 1/8
Third Quarter 26 7/8 25 1/2
Fourth Quarter 27 25 1/8

1994:
First Quarter 27 1/8 24 5/8
Second Quarter 25 5/8 23 5/8
Third Quarter 24 7/8 23 7/8
Fourth Quarter 24 1/4 22 1/8

1995:
First Quarter 25 1/2 23 1/4

Second Quarter (through
June 20, 1995) 25 7/8 24 5/8

On June 20, 1995, the last full day of trading prior
to the first public announcement of the Exchange Offer, the
closing sales price of the Series 1992 Preferred Stock on the
NYSE as reported on the Composite Tape was $___ per share.
Holders are urged to obtain a current market quotation for the
Series 1992 Preferred Stock.

DESCRIPTION OF DEBENTURES

General

The Debentures will be issued as a series of
unsecured Junior Subordinated Debentures (the "Junior
Subordinated Debentures") under the Indenture. The following
summary is subject to the provisions of and is qualified by
reference to the Indenture, which is filed as an exhibit to the
Registration Statement. 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.

<PAGE>39
The Debentures will be unsecured, subordinated
obligations of the Company, will be limited in aggregate
principal amount to the aggregate principal amount of
Debentures issued in the Exchange Offer and will become due and
payable, together with any accrued and unpaid interest thereon,
on September 30, 2025. The Debentures will be issued only in
fully registered form, without coupons, in minimum
denominations of $25 and integral multiples thereof and may be
transferred or exchanged at the offices described below.

The Indenture provides that Junior Subordinated
Debentures may be issued from time to time in one or more
series pursuant to an indenture supplemental to the Indenture
or a resolution of the Company's Board of Directors (each, a
"Supplemental Indenture") (Section 2.01). The Indenture does
not limit the aggregate principal amount of Junior Subordinated
Debentures which may be issued thereunder. On May 31, 1995,
the Company issued $120 million of the Series A Debentures
pursuant to the Indenture. The Company's Second Restated
Articles of Incorporation, as amended (the "Articles"), limit
the amount of unsecured debt that the Company may issue to the
equivalent of 30% of the total of all secured indebtedness and
total equity. At March 31, 1995, as adjusted for the issuance
of $120 million of the Series A Debentures on May 31, 1995,
approximately $916 million of unsecured debt was outstanding
and, approximately $1.1 billion of additional unsecured debt
could have been issued under this provision. The Indenture
does not contain any provisions that would limit the ability of
the Company to incur indebtedness or that afford holders of
Debentures protection in the event of a highly leveraged or
similar transaction involving the Company or in the event of a
change of control.

The Junior Subordinated Debentures will be
transferable or exchangeable at the agency of the Company in
The City of New York (which, unless changed, shall be a
corporate trust office or agency of the Trustee). The Junior
Subordinated Debentures may be transferred or exchanged without
service charge, other than any tax or governmental charge
imposed in connection therewith. (Section 2.05)

Optional Redemption

The Debentures will not be subject to any mandatory
redemption, sinking fund or other obligation of the Company to
amortize, redeem or retire the Debentures, and will not be
redeemable prior to May 31, 1997. After such date, the Company
shall have the right to redeem the Debentures, in whole or in
part, at any time and from time to time, upon not less than 30
nor more than 60 days' notice, at a redemption price of 100% of
the principal amount of the Debentures redeemed, together in
each case with accrued and unpaid interest to the redemption
date.

<PAGE>40
Any Debentures to be redeemed in part will be redeemed by lot
or by any other method utilized by the Trustee. (Section 2.01
of the First Supplemental Indenture)

In the event of any redemption in part, the Company
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 such Debentures and ending at the
close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all
holders of Junior Subordinated Debentures to be redeemed and
(ii) register the transfer of or exchange any 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)

Interest

The Debentures will mature on September 30, 2025 and
will bear interest at an annual rate of _____% from and
including the first day following the Expiration Date.
Interest will be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, (each, an
"Interest Payment Date") commencing September 30, 1995,
provided that, so long as the Company shall not be in default
in the payment of interest on the Debentures, the Company shall
have the right, upon prior notice by public announcement given
in accordance with NYSE rules at any time during the term of
the Debentures, to extend the interest payment period from time
to time for a period not exceeding 20 consecutive calendar
quarters, (each such extended period, an "Extension Period").
Interest will continue to accrue on the Debentures during an
Extension Period and will compound quarterly, at the rate
specified for the Debentures. See "--Option to Extend Interest
Payment Period." Interest payable on any Debenture that is
punctually paid or duly provided for on any Interest Payment
Date shall be paid to the person in whose name such Debenture
is registered at the close of business on March 15, June 15,
September 15 or December 15, respectively, preceding such
Interest Payment Date (each, a "Record Date").

In addition, registered holders of the Debentures on
September 15, 1995 will be entitled to interest at a rate of
7.92% per annum from and including May 6, 1995 to and including
the Expiration Date, in lieu of dividends accumulating after
May 5, 1995 on their Series 1992 Preferred Stock accepted for
exchange, payable on September 30, 1995, which is the date of
the first interest payment on the Debentures. No extension of
an interest payment period described under "--Option to Extend
Interest Payment Period" below will be permitted with respect
to such Pre-Issuance Accrued Interest.

<PAGE>41
The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months
and, for any period shorter than a full calendar month, on the
basis of the actual number of days elapsed in such period.
In the event that any date on which interest is payable on the
Debentures is not a Business Day (as defined below), 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 to close. (Section 1.04 of the
Second Supplemental Indenture)

Payments in respect of the Junior Subordinated
Debentures will be made at the office or agency of the Company
maintained for that purpose in The City of New York (which,
unless changed, shall be a corporate trust office or agency of
the Trustee). However, at the option of the Company, payments
on the Junior Subordinated Debentures may be made (i) by checks
mailed by the Trustee to the holders entitled thereto at their
registered addresses as specified in the Register for the
Junior Subordinated Debentures or (ii) to a holder of
$1,000,000 or more in aggregate principal amount of the Junior
Subordinated Debentures who has delivered a written request to
the Trustee at least 14 days prior to the relevant Interest
Payment Date electing to have payments made by wire transfer to
a designated account in the United States, by wire transfer of
immediately available funds to such designated account;
provided that, in either case, the payment of principal with
respect to any Junior Subordinated Debenture will be made only
upon surrender of such Debenture to the Trustee. Interest
payable on any Junior Subordinated Debenture that is not
punctually paid or duly provided for on any Interest Payment
Date will forthwith cease to be payable to the person in whose
name such Debenture is registered on the relevant Record Date,
and such defaulted interest will instead be payable to the
person in whose name such Debenture is registered on the
special record date determined in accordance with the
Indenture; provided, however, that interest shall not be
considered payable by the Company on any Interest Payment Date
falling within an Extension Period unless the Company has
elected to make a full or partial payment of interest accrued
on the Junior Subordinated Debentures on such Interest Payment
Date. (Section 2.03; Section 3.01 of the Second Supplemental
Indenture)

<PAGE>42
Option to Extend Interest Payment Period

So long as the Company shall not be in default in the
payment of interest on the Debentures, the Company shall have
the right, upon prior notice by public announcement given in
accordance with NYSE rules at any time during the term of the
Debentures, prior to an Interest Payment Date as provided
below, to extend the interest payment period from time to time
to another Interest Payment Date by one or more quarterly
periods, not to exceed 20 consecutive calendar quarters from
the last Interest Payment Date to which interest was paid in
full. No interest shall be due and payable during an Extension
Period, but on the Interest Payment Date occurring at the end
of each Extension Period the Company shall pay to the holders
of record on the Record Date for such Interest Payment Date
(regardless of who the holders of record may have been on other
dates during the Extension Period) all accrued and unpaid
interest on the Debentures, together with interest thereon.
Interest will continue to accrue on the Debentures during an
Extension Period and will compound quarterly, at the rate of
interest specified for the Debentures. Prior to the
termination of any Extension Period, the Company may pay all or
any portion of the interest accrued on the Debentures on any
Interest Payment Date to holders of record on the Record Date
for such Interest Payment Date or from time to time further
extend the interest payment period, provided that any such
Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 calendar quarters. If
the Company shall elect to pay all of the interest accrued on
the Debentures on an Interest Payment Date during an Extension
Period, such Extension Period shall automatically terminate on
such Interest Payment Date. Upon the termination of an
Extension Period and the payment of all amounts of interest
then due, the Company may commence a new Extension Period,
subject to the above requirements. Consequently, there could
be multiple Extension Periods of varying lengths throughout the
term of the Debentures.

The Company believes that the extension of an
interest payment period on the Debentures is unlikely. See
"--Certain Covenants of the Company" below for a description of
the restrictions on the Company's right to declare or pay
dividends on, or redeem, purchase or acquire, any shares of the
Company's capital stock if the Company exercises its right to
extend any interest payment period. However, in the event the
Company determines to extend an interest payment period, or in
the event the Company thereafter extends an Extension Period or
prepays interest accrued during an Extension Period as
described above, the market price of the Debentures is likely
to be adversely affected. In addition, as a result of such
rights, the market price of the Debentures may be more volatile
than other debt

<PAGE>43
instruments with original issue discount that do not have such
rights. A holder that disposes of Debentures during an
Extension Period, therefore, may not receive the same return on
investment as a holder that continues to hold Debentures.
(Section 3.01 of the Second Supplemental Indenture)

The Company shall give holders of the Debentures
prior notice of (i) the Company's election to initiate an
Extension Period and the duration thereof, (ii) the Company's
election to extend any Extension Period beyond the Interest
Payment Date on which such Extension Period is then scheduled
to terminate and the duration of such extension and (iii) the
Company's election to make a full or partial payment of
interest accrued on the Debentures on any Interest Payment Date
during any Extension Period and the amount of such payment. In
no event shall such notice be given less than five Business
Days prior to the February 1, May 1, August 1 or November 1
next preceding the applicable Interest Payment Date. (Section
3.02 of the Second Supplemental Indenture)

Subordination

The Indenture provides that the Junior Subordinated
Debentures are subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness (as
defined below) of the Company 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 payment by the
Company or any distribution of assets of the Company to
creditors upon any dissolution, winding-up, liquidation or
reorganization, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all
amounts due or to become 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
14.04)

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

<PAGE>44
(a) all indebtedness of the Company evidenced by
notes, debentures, bonds or other securities sold by the
Company for money;

(b) all indebtedness of others of the kinds
described in the preceding clause (a) assumed by or guaranteed
in any manner by the Company or in effect guaranteed by the
Company through an agreement to purchase, contingent or
otherwise; and

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

unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing
the same or the assumption or guarantee of the same expressly
provides that such indebtedness, renewal, extension or
refunding is not superior in right of payment to or is
pari passu with the Debentures. Such Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits
of the subordination provisions contained in the Indenture
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 March 31, 1995,
Senior Indebtedness of the Company aggregated approximately
$3.7 billion.

As the Junior Subordinated Debentures will be issued
by the Company, the Junior Subordinated Debentures effectively
will be subordinate to all obligations of the Company's
subsidiaries, and the rights of the Company's creditors,
including holders of 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 the Company's creditors, including holders of Junior
Subordinated Debentures, will also be limited to the Company's
ownership interest in Pacific Telecom, which is currently
86.6%. Reference is made to the Incorporated Documents for
information concerning a proposed merger transaction that would
increase the Company's ownership interest in Pacific Telecom to
100%.

<PAGE>45
Certain Covenants of the Company

If there shall have occurred any event that would,
with the giving of notice or the passage of time, or both,
constitute an Event of Default under the Indenture, as
described under "--Events of Default" below, or the Company
exercises its option to extend the interest payment period for
an Extension Period as described under "--Option to Extend
Interest Payment Period" above, the Company will not, until all
defaulted interest on the Junior Subordinated Debentures and
all interest accrued on the Junior Subordinated Debentures
during an Extension Period and all principal and premium, if
any, then due and payable on the Junior Subordinated Debentures
shall have been paid in full, (i) declare, set aside or pay any
dividend or distribution on any capital stock of the Company,
including the Series 1992 Preferred Stock and the Common Stock
of the Company, except for dividends or distributions in shares
of its capital stock or in rights to acquire shares of its
capital stock, or (ii) repurchase, redeem or otherwise acquire,
or make any sinking fund payment for the purchase or redemption
of, any shares of its capital stock (except by conversion into
or exchange for shares of its capital stock and except for a
redemption, purchase or other acquisition of shares of its
capital stock made for the purpose of an employee incentive
plan or benefit plan of the Company or any of its subsidiaries
and except for mandatory redemption or sinking fund payments
with respect to any series of preferred stock of the Company
that are subject to mandatory redemption or sinking fund
requirements, provided that the aggregate stated value of all
such series outstanding at the time of any such payment does
not exceed five percent of the aggregate of (1) the total
principal amount of all bonds or other securities representing
secured indebtedness issued or assumed by the Company and then
outstanding and (2) the capital and surplus of the Company to
be stated on the books of account of the Company after giving
effect to such payment); provided, however, that any moneys
deposited in any sinking fund and not in violation of this
provision may thereafter be applied to the purchase or
redemption of such preferred stock in accordance with the terms
of such sinking fund without regard to the restrictions
contained in this provision. (Section 4.06) As of March 31,
1995, the aggregate stated value of such series of the
Company's preferred stock outstanding was approximately $219
million, which represented approximately 3.2 percent of the
aggregate of clauses (1) and (2) above at such date.

Payment and Paying Agents

The Company will act as Paying Agent with respect to
the Junior Subordinated Debentures. The Company 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

<PAGE>46
any Paying Agent acts, except that the Company 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)

All moneys paid by the Company 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 that 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 the Company and the holder of such Junior
Subordinated Debenture will thereafter look only to the Company
for payment thereof. (Section 11.06)

Agreed Tax Treatment

The Indenture provides that each holder of a Junior
Subordinated Debenture, each person that acquires a beneficial
ownership interest in a Junior Subordinated Debenture and the
Company agree that for United States federal, state and local
tax purposes it is intended that such Debenture constitute
indebtedness. (Section 13.12)

Modification of the Indenture

The Indenture contains provisions permitting the
Company 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 or (ii) reduce the percentage of Junior
Subordinated Debentures, the holders of which are required to
consent to any such supplemental indenture. (Section 9.02)

In addition, the Company and the Trustee may execute,
without the consent of any holder of 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)

<PAGE>47
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 when due; or

(b) failure to pay principal of 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 or analogous fund payment
established 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) a decree or order by a court having jurisdiction
in the premises shall have been entered adjudging the Company a
bankrupt or insolvent, or approving as properly filed a petition
seeking liquidation or reorganization of the Company under the
Federal Bankruptcy Code or any other similar applicable federal
or state law, and such decree or order shall have continued
unvacated and unstayed for a period of 90 days; an involuntary
case shall be commenced under such Code in respect of the Company
and shall continue undismissed for a period of 90 days or an
order for relief in such case shall have been entered; or a
decree or order of a court having jurisdiction in the premises
shall have been entered for the appointment on the ground of
insolvency or bankruptcy of a receiver, custodian, liquidator,
trustee or assignee in bankruptcy or insolvency of the Company
or of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force
unvacated and unstayed for a period of 90 days; or

(e) the Company shall institute proceedings to be
adjudicated a voluntary bankrupt, shall consent to the filing of
a bankruptcy proceeding against it, shall file a petition or
answer or consent seeking liquidation or reorganization under
the Federal Bankruptcy Code or other similar applicable federal
or state law, shall consent to the filing of any such petition
or shall consent to the appointment on the ground of insolvency
or bankruptcy of a receiver or custodian or liquidator or trustee
or assignee in bankruptcy or insolvency of it or of its property,
or shall make an assignment for the benefit of creditors.
(Section 6.01)

<PAGE>48
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 upon an Event of 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 such Event of Default if it 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.) The Company is
required to file annually with the Trustee a certificate as to
whether or not the Company 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 the Company'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, the Company will be
discharged from any and all obligations under the Indenture 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 the Company 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, if, among other things, such Junior
Subordinated Debentures are not due and payable, or are to be
called for redemption, within one year, the Company delivers to the
Trustee an Opinion of Counsel to the effect that the holders of
Junior Subordinated Debentures

<PAGE>49
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 be able to
look only to such trust fund for payment of principal of (and
premium, if any) and interest, if any, on the 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

<PAGE>50
of its duties if the Trustee reasonably believes that repayment
or adequate indemnity is not reasonably assured to it.
(Section 7.01)

The Bank of New York serves as trustee and agent
under agreements involving the Company and its affiliates.

Miscellaneous

The Company 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 the Company;
provided that, in the event of any such assignment, the Company
will remain liable for all such obligations. Subject to the
foregoing, the Indenture 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 CAPITAL STOCK

The authorized capital stock of the Company consists
of three classes of preferred stock ("Preferred Stock"):
126,533 shares of 5% Preferred Stock of the stated value of
$100 per share ("5% Preferred Stock"), 3,500,000 shares of
Serial Preferred Stock of the stated value of $100 per share
("Serial Preferred Stock"), 16,000,000 shares of No Par Serial
Preferred Stock; and 750,000,000 shares of Common Stock
("Common Stock").

Following is a brief summary of the relative rights
and preferences of the various classes of the Company's capital
stock, which does not purport to be complete. For a complete
description of the relative rights and preferences of the
various classes of the Company's capital stock, reference is
made to Article III of the Articles, a copy of which is an
exhibit to the Registration Statement.

General. The Company's Articles provide that the
Serial Preferred Stock and the No Par Serial Preferred Stock
each may be issued in one or more series and that all such
series of each such class, respectively, shall constitute one
and the same class of stock, shall be of equal rank and shall
be identical in all respects except as to the designation
thereof and except that each series may vary, as fixed and
determined by the Company's Board of Directors at the time of
its creation and expressed in a resolution, as to (a) the
dividend rate or rates, which may be subject to adjustment,
(b) the date or dates from which dividends shall be cumulative,
(c) the dividend payment dates, (d) the amount to be paid upon
redemption, if redeemable, or in the event of voluntary
liquidation, dissolution, or winding up of the Company,
(e) the rights of conversion, if any, into shares of

<PAGE>51
Common Stock and the terms and conditions of any such conversion,
(f) provisions, if any, for the redemption or purchase of shares,
which may be at the option of the Company or upon the happening of
a specified event or events, including the times, prices or rates,
which may be subject to adjustment, and (g) with respect to the No
Par Serial Preferred Stock, voting rights.

Dividends. The No Par Serial Preferred Stock, the 5%
Preferred Stock and the Serial Preferred Stock are entitled,
pari passu with each other and in preference to the Common
Stock, to accumulate dividends at the rate or rates, which may
be subject to adjustment, determined in accordance with the
Articles at the time of creation of each series. Subject to
the prior rights of the several Preferred Stocks (and to the
rights of any other classes of stock hereafter authorized), the
Common Stock alone is entitled to all dividends other than
those payable in respect of the several Preferred Stocks.

For certain restrictions on the payment of dividends,
reference is made to the notes to the audited consolidated
financial statements included in the Company's Annual Report on
Form 10-K incorporated by reference herein.

Liquidation Rights. Upon involuntary liquidation of
the Company, each class of Preferred Stock is entitled, pari
passu with each other class and in preference to the Common
Stock, to the stated value thereof or, in the case of the No
Par Serial Preferred Stock, the amount fixed as the
consideration therefor in the resolution creating the series of
No Par Serial Preferred Stock, in each case plus accrued
dividends to the date of distribution.

Upon voluntary liquidation, each outstanding series
of No Par Serial Preferred Stock (other than the $7.70 Series
and the $7.48 Series which are entitled to $100 per share and
the Series 1992 Preferred Stock which is entitled to $25 per
share) and Serial Preferred Stock (other than the 7.00%, 6.00%,
5.00% and 5.40% Series which are entitled to $100 per share) is
entitled to an amount equal to the then current redemption
price for such series and the 5% Preferred Stock is entitled to
$110 per share, in each case plus accrued dividends to the date
of distribution, pari passu with each other and in preference
to the Common Stock.

Subject to the rights of the several Preferred Stocks
(and to the rights of any other class of stock hereafter
authorized), the Common Stock alone is entitled to all amounts
available for distribution upon liquidation of the Company
other than those to be paid on the Preferred Stocks.

<PAGE>52
Voting Rights. The holders of the 5% Preferred
Stock, Serial Preferred Stock and Common Stock are entitled to
one vote for each share held on matters presented to
shareholders generally. The holders of the No Par Serial
Preferred Stock are entitled to such voting rights as are set
forth in the Articles upon creation of each series. Holders of
the Series 1992 Preferred Stock have one-quarter vote per share
on matters presented to shareholders of the Company generally.
Certain series of No Par Serial Preferred Stock may not be
entitled to vote on matters presented to shareholders
generally, including the election of directors. During any
periods when dividends on the 5% Preferred Stock or any series
of Serial Preferred Stock or No Par Serial Preferred Stock are
in default in an amount equal to four full quarterly payments
or more per share, the holders of the Preferred Stock, voting
as one class separately from the holders of the Common Stock,
have the right to elect a majority of the full Board of
Directors. No Preferred Stock dividends are in arrears at the
date of this Prospectus.

Holders of the outstanding shares of any class of
Preferred Stock are entitled to vote as a class on certain matters,
such as changes in the aggregate number of authorized shares of the
class and certain changes in the designations, preferences,
limitations or relative rights of the class. The vote of holders
of at least two-thirds of each class of Preferred Stock is required
prior to creating any new stock ranking prior thereto or altering
its express terms to its prejudice. The vote of holders of a
majority of all classes of Preferred Stock, voting as one class
separately from the holders of the Common Stock, is required prior
to merger or consolidation and prior to making certain unsecured
borrowings and certain issuances of 5% Preferred Stock, Serial
Preferred Stock and No Par Serial Preferred Stock.

The shares of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of
all outstanding shares entitled to vote for the election of
directors can elect 100% of the directors if they choose to do
so, and, in such event, the holders of the remaining less than
50% of the shares will not be able to elect any person or
persons to the Board of Directors.

The holders of the Company's shares have no
preemptive rights.

Voting on Certain Transactions. Under the Articles,
certain business transactions with a Related Person (as defined
below), including a merger, consolidation or plan of exchange
of the Company or its subsidiaries, or certain
recapitalizations, or the sale or exchange of a substantial
part of the assets of the Company or its subsidiaries, or any
issuance of voting

<PAGE>53
securities of the Company will require in addition to existing
voting requirements, approval by at least 80% of the outstanding
Voting Stock (for purposes of this provision, Voting Stock is
defined as all of the outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors,
considered as one class). A Related Person includes any
shareholder that is, directly or indirectly, the beneficial owner
of 20% or more of the Voting Stock. The 80% voting requirement
will not apply in the following instances:

(a) The Related Person has no direct or indirect
interest in the proposed transaction except as a shareholder;

(b) The shareholders, other than the Related Person,
will receive consideration for their Voting Stock having a fair
market value per share at least equal to, or in the opinion of
a majority of the Continuing Directors (as defined in the
Articles) at least equivalent to, the highest per-share price
paid by the Related Person for an Voting Stock acquired by it;

(c) Two-thirds of the Continuing Directors expressly
approved in advance the acquisition of the Voting Stock that
caused such Related Person to become a Related Person; or

(d) The transaction is approved by two-thirds of the
Continuing Directors.

This provision of the Articles may be amended or
replaced only upon the approval of the holders of at least 80%
of the Voting Stock.

Classification of Board; Removal. The Board of
Directors of the Company is divided into three classes,
designated Class I, Class II and Class III, each class as
nearly equal in number as possible. The directors in each
class serve staggered three-year terms, such that one-third (or
as close thereto as possible) of the Board of Directors is
elected each year. A vote of at least 80% of the votes
entitled to be cast at an election of the directors is required
to remove a director without cause, and at least two-thirds of
the votes entitled to be cast at an election of directors are
required to remove a director for cause. Any amendment of this
provision requires the approval of at least 80% of the votes
entitled to be cast at an election of directors.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of the material
United States federal income tax considerations relevant to an
exchange of Series 1992 Preferred Stock for Debentures and the
ownership and disposition of Debentures by persons acquiring

<PAGE>54
Debentures pursuant to the Exchange Offer. To the extent it
relates to matters of law or legal conclusion, this summary
constitutes the opinion of Stoel Rives Boley Jones & Grey,
counsel to the Company. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations (including Proposed Regulations and Temporary
Regulations) promulgated thereunder, Internal Revenue Service
("IRS") rulings, official pronouncements and judicial
decisions, all as in effect on the date hereof and all of which
are subject to change, possibly with retroactive effect, or
different interpretations. This summary is applicable only to
holders of Series 1992 Preferred Stock who are United States
persons for United States federal income tax purposes, who hold
their Series 1992 Preferred Stock as a capital asset and who
will hold Debentures as capital assets ("Investors"). For a
discussion of certain material United States federal income and
estate tax considerations that may be relevant to non-United
States persons, see "Certain Federal Tax Considerations for
Non-United States Persons."

This summary does not discuss all the tax consequences
that may be relevant to a particular Investor in light of the
Investor's particular circumstances and it is not intended to be
applicable in all respects to all categories of holders, some of
whom--such as insurance companies, tax-exempt persons, financial
institutions, regulated investment companies, dealers in securities
or currencies, persons that hold Series 1992 Preferred Stock or the
Debentures received in the exchange as a position in a "straddle,"
as part of a "synthetic security," "hedge," "conversion
transaction" or other integrated investment or persons whose
functional currency is other than United States dollars--may be
subject to different rules not discussed below. In addition, this
summary does not address any state, local or foreign tax
considerations that may be relevant to an Investor's decision to
exchange Series 1992 Preferred Stock for Debentures pursuant to the
Exchange Offer.

ALL SERIES 1992 PREFERRED STOCK HOLDERS ARE ADVISED
TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF THE EXCHANGE OF SERIES
1992 PREFERRED STOCK FOR DEBENTURES AND OF THE OWNERSHIP AND
DISPOSITION OF DEBENTURES RECEIVED IN THE EXCHANGE IN LIGHT OF
THEIR OWN PARTICULAR CIRCUMSTANCES.

Exchange of Series 1992 Preferred Stock for Debentures

The exchange of Series 1992 Preferred Stock for
Debentures pursuant to the Exchange Offer will be a taxable
event for the exchanging Investors. Whether the exchange will
be treated as a transaction in which capital gain or loss is
recognized or as a distribution taxable as a dividend with

<PAGE>55
respect to a particular Investor will depend on such Investor's
particular facts and circumstances. If, with respect to a
particular Investor, the exchange of Series 1992 Preferred
Stock for Debentures satisfies one of the tests set forth in
Section 302(b) of the Code described below, it will be treated
as a transaction in which capital gain or loss is recognized.
In that case, the difference between the fair market value of
the Debentures received in the exchange and such Investor's
adjusted tax basis in the Series 1992 Preferred Stock
surrendered therefor generally will be capital gain or loss.
Such capital gain or loss will be long-term capital gain or
loss if, at the time of the exchange, the Investor has held the
Series 1992 Preferred Stock surrendered in the exchange for
more than one year. The Investor's tax basis in the Debentures
received in the exchange will equal the fair market value of
the Debentures at the time of the exchange, and the holding
period for such Debentures will begin on the day after the day
on which the Investor acquires the Debentures.

Pursuant to Section 302(b) of the Code, a particular
Investor's exchange of Series 1992 Preferred Stock for Debentures
will be treated as a transaction in which capital gain or loss is
recognized if, after giving effect to the constructive ownership
rules of Section 318 of the Code, the exchange (i) represents a
"complete redemption" of such Investor's stock interest in the
Company, (ii) is "substantially disproportionate" with respect to
such Investor or (iii) is "not essentially equivalent to a
dividend" with respect to such Investor. A "complete redemption"
of the Investor's stock interest will occur if, pursuant to the
Exchange Offer, the Company acquires all of such Investor's Series
1992 Preferred Stock and such Investor does not own directly or
constructively any other stock of the Company (or, if such Investor
does constructively own other stock of the Company, such Investor
waives constructive ownership under procedures established in
Section 302(c) of the Code). An exchange will be "not essentially
equivalent to a dividend" as to a particular Investor if it results
in a "meaningful reduction" in such Investor's interest in the
Company (after application of the constructive ownership rules of
Section 318 of the Code). In the case of an Investor who directly
or constructively owns not more than one percent of the Series 1992
Preferred Stock outstanding and not more than one percent of all
other classes of outstanding stock of the Company, an exchange of
all of such Investor's Series 1992 Preferred Stock, actually and
constructively owned, for Debentures pursuant to the Exchange Offer
should ordinarily constitute a "meaningful reduction" of such
Investor's interest in the Company and, therefore, should be "not
essentially equivalent to a dividend." The rules for this test,
however, as well as those governing "substantially
disproportionate" exchanges, are complex. Investors who, directly
or constructively, own stock in the Company that will

<PAGE>56
not be exchanged for Debentures should consult their tax advisors
for an explanation of such rules as they relate to their own
circumstances. Section 318 of the Code sets forth rules under
which a person is considered to constructively own stock owned by
certain other persons and entities with which such person has a
family or close business relationship. Investors should consult
their tax advisors to determine whether they constructively own
stock in the Company. No assurance can be given that an Investor's
exchange of Series 1992 Preferred Stock for Debentures will satisfy
any of the tests set forth in Section 302(b) of the Code.
INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS, BEFORE THE
EXCHANGE, AS TO THEIR ABILITY TO SATISFY ANY OF THE FOREGOING TESTS
IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

If a particular Investor's exchange of Series 1992
Preferred Stock does not satisfy one of the tests of Section
302(b), discussed above, it will be treated as a distribution to
which Section 301 of the Code applies. Such Investor (i) will not
recognize any loss on the exchange and (ii) generally will
recognize ordinary income in an amount equal to the fair market
value of the Debentures received (without regard to such Investor's
basis in the Series 1992 Preferred Stock surrendered in the
exchange), to the extent of such Investor's proportionate share of
the Company's current or accumulated earnings and profits. The
Company believes that it has current or accumulated earnings and
profits in an amount that should be sufficient to characterize as a
dividend the fair market value of all of the Debentures received
from all Investors for whom the exchange did not result in a
capital gain or loss. The amount treated as a dividend will
qualify for the 70% dividends received deduction for corporate
shareholders, subject to the minimum holding period requirement
under Section 246(c) of the Code and other applicable requirements.
Section 1059 of the Code, however, may require a corporate
shareholder to reduce its tax basis (and possibly to recognize
gain) in any stock of the Company held by it by the nontaxed
portion of any such dividend.

An Investor whose receipt of Debentures is treated as
a distribution taxable as a dividend will generally have a tax
basis in the Debentures equal to the fair market value of such
Debentures at the time of the exchange (without regard to such
Investor's basis in the Series 1992 Preferred Stock surrendered
in the exchange). The Investor's adjusted tax basis in its
Series 1992 Preferred Stock surrendered in the exchange will be
transferred to any remaining Series 1992 Preferred Stock held
by such Investor or, if such Investor does not retain any
Series 1992 Preferred Stock, to other stock in the Company
owned by such Investor. If the Investor does not own any stock
in the Company following the exchange, it is possible that the
Investor's basis in the stock surrendered in the exchange would
be transferred to stock attributed to such Investor under
Section 318 of the Code.

<PAGE>57
The holding period for the Debentures will begin on the day after
the day on which the Debentures are acquired by the exchanging
Investor.

Interest and Original Issue Discount on Debentures

The following discussion addresses only the tax treatment
of holders of Debentures that acquired the Debentures pursuant to
the Exchange Offer and, thus, does not address the tax treatment of
holders of Debentures who purchase the Debentures in the secondary
market. In accordance with Sections 1271 through 1275 of the Code
and the final Treasury Regulations promulgated thereunder (the "OID
Regulations"), a debt instrument bears original issue discount
("OID") if its "stated redemption price at maturity" exceeds its
"issue price" by more than a de minimis amount. Assuming that the
Debentures are listed on the NYSE , the issue price of the
Debentures will be their fair market value on the Issue Date. The
Company will not elect to exclude Pre-Issuance Accrued Interest
from the issue price. The stated redemption price at maturity of a
debt instrument generally includes all amounts payable other than
"qualified stated interest" (i.e., payments that are
unconditionally required to be paid at least annually at a single
fixed rate over the term of the instrument). Because of the
Company's option to extend the interest payment period, none of
the amounts payable on the Debentures will be qualified stated
interest. Thus, the Debentures will have OID in an amount equal to
the excess of all payments required to be made under the Debentures
over their issue price. That amount of OID should approximately
equal the aggregate amounts of stated interest paid or accrued on
the Debentures. However, if the issue price of the Debentures is
less than their stated principal amount, the difference will be
treated as additional OID to be accrued over the term of the
Debentures (notwithstanding that such difference might otherwise be
considered "de minimis") and a holder of Debentures will include in
income an amount exceeding the stated interest received or accrued
on the Debentures. If the issue price of the Debentures is greater
than their stated principal amount, the amount of OID to be
included in income will be less than the stated interest received
or accrued on the Debentures.

A holder of a Debenture will be required to include
OID in income, based on a constant yield method, regardless of
such holder's regular method of accounting. As a result,
during any period in which the Company has elected to extend
the interest payment period, a holder generally would be
required to include OID in income but would not receive cash
from the Company sufficient to pay tax thereon. As explained
above, it is also possible that the OID included in income
during other periods will not match the interest payments
received from the Company. A holder of Debentures will not
recognize any income upon the

<PAGE>58
receipt of a payment of stated interest on the Debentures; instead,
the holder will recognize income as OID accrues. A holder's basis
in the Debentures will be increased by the amount of OID includible
in income and decreased by all payments made on the Debentures,
however denominated.

The amount of OID includible in income is the sum of
the daily portions of OID with respect to a Debenture for each
day during the taxable year during which the holder held such
Debenture. The daily portion of OID on a Debenture is
determined by allocating to each day in any "accrual period" a
ratable portion of the OID allocable to such accrual period.
The term "accrual period" means a period of any length selected
by the holder, provided that each accrual period must be no
longer than one year and each scheduled payment date of
principal or interest on a Debenture must occur either on the
final day of an accrual period or the first day of an accrual
period. The amount of OID allocable to an accrual period is
the product of the "adjusted issue price" at the beginning of
the accrual period and the "yield to maturity" of the
Debenture, adjusted to reflect the length of the accrual
period. For the first accrual period, the adjusted issue price
of the Debentures will be their issue price. Thereafter, the
adjusted issue price of a Debenture generally will be its issue
price increased by any OID previously includible in the gross
income of the holder and decreased by any payment previously
made on the Debenture.

Under the OID Regulations, in computing the yield to
maturity of an instrument, the issuer is deemed to elect to
exercise any unconditional option available to it under the
instrument if doing so would minimize the yield on the
instrument. If the issuer does not exercise such option, then,
solely for purposes of the accrual of OID, the yield and
maturity of the instrument are redetermined by treating the
instrument as reissued for an amount equal to its adjusted
issue price. Because the issue price of the Debentures may be
different from their stated principal amount, it is possible
that the yield to maturity would be lower if the Company
exercised its option to extend the interest payment period than
if it did not. If that were the case, then it may be assumed,
for purposes of calculating OID, that the Company would
exercise the option. If, on the other hand, the exercise of
the option would not decrease the yield to maturity, it would
be assumed that the Company would not exercise the option. If
there were a change in circumstances (i.e., the Company acted
contrary to the applicable assumption), the OID Regulations
would require that OID accrual be computed as if the Debentures
were reissued on the date of the change in circumstances for an
amount equal to their adjusted issue price on that date.

<PAGE>59
The Company will provide each non-corporate holder of
Debentures with reports of the amount of OID includable in
income on Form 1099-OID.

Sale or Redemption of Debentures

Generally, a sale or redemption of Debentures will
result in taxable gain or loss equal to the difference between
the amount realized and the holder's tax basis in the
Debentures. Such gain or loss would be long-term capital gain
or loss if the Debentures were held for more than one year.

Backup Withholding

A holder of Series 1992 Preferred Stock or a
Debenture may be subject to backup withholding at a rate of 31%
with respect to dividends or interest (including OID) on, or
the proceeds of a sale, exchange, or redemption of, such Series
1992 Preferred Stock or Debenture, as the case may be, unless
such holder (i) is a corporation or comes within certain other
exempt categories and, when required, demonstrates this fact or
(ii) provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding, and otherwise
complies with applicable backup withholding rules.

CERTAIN FEDERAL TAX CONSIDERATIONS
FOR NON-UNITED STATES PERSONS

The following is a general summary of the material
United States federal income and estate tax considerations
relevant to the exchange of Series 1992 Preferred Stock for
Debentures by non-United States persons and the ownership and
disposition of Debentures by non-United States persons
acquiring Debentures pursuant to the Exchange Offer. As used
herein, "non-United States person" means any person who, for
United States federal income tax purposes, is neither (i) a
citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under
the laws of the United States or any state or of any of the
territories or possessions of the United States, or (iii) a
domestic trust or estate. To the extent it relates to matters
of law or legal conclusion, this summary constitutes the
opinion of Stoel Rives Boley Jones & Grey, counsel to the
Company. This summary is based on the Code, Treasury
Regulations (including Proposed Regulations and Temporary
Regulations) promulgated thereunder, IRS rulings, official
pronouncements and judicial decisions, all as in effect on the
date hereof and all of which are subject to change, possibly
with retroactive effect, or different interpretations. This
summary does not discuss all the tax consequences that may be
relevant to a particular holder that is a non-United States
person in light of the holder's particular

<PAGE>60
circumstances and it is not intended to be applicable in all
respects to all categories of non-United States persons, some of
whom--such as foreign governments and certain international
organizations-- may be subject to special rules not discussed
below. In addition, this summary does not address any state, local
or foreign tax considerations that may be relevant to a holder's
decision to exchange Series 1992 Preferred Stock for Debentures
pursuant to the Exchange Offer. For a discussion of certain United
States federal income tax considerations, some of which may also be
relevant to non-United States persons, see "Certain Federal Income
Tax Considerations."

ALL SERIES 1992 PREFERRED STOCK HOLDERS THAT ARE NON-
UNITED STATES PERSONS ARE ADVISED TO CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THE EXCHANGE OF SERIES 1992 PREFERRED STOCK FOR
DEBENTURES AND THE OWNERSHIP AND DISPOSITION OF DEBENTURES
RECEIVED IN THE EXCHANGE IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES.

Exchange of Series 1992 Preferred Stock for Debentures

Subject to the discussion of backup withholding
below, if a holder that is a non-United States person proves,
in a manner and under arrangements satisfactory to the Company
or other withholding agent, that the exchange of Series 1992
Preferred Stock for Debentures by such holder qualifies under
Section 302(b) of the Code as a transaction in which gain or
loss is recognized, rather than as a distribution taxable as a
dividend (see "Certain Federal Income Tax Considerations--
Exchange of Series 1992 Preferred Stock for Debentures,"
above), the Company or such withholding agent will not withhold
United States federal withholding tax on the issuance of
Debentures to such holder. The holder of such Series 1992
Preferred Stock generally will not be subject to United States
federal income tax in respect of gain recognized on such
exchange. However, such a holder will be subject to United
States federal income tax in respect of such gain if no treaty
exception is available and (i) such gain is effectively
connected with a trade or business conducted by such non-
United States person within the United States (in which case
the branch profits tax may also apply if the holder is a
foreign corporation), (ii) in the case of a non-United States
person that is an individual, such holder is present in the
United States for a period or periods aggregating 183 days or
more in the taxable year of the exchange and certain other
conditions are satisfied or (iii) such holder owns, directly or
constructively, more than five percent of the Series 1992
Preferred Stock and the Company is or has been a "United States
real property holding corporation" for United States federal
income tax purposes within the five-year period ending

<PAGE>61
on the date of the exchange and certain other conditions are
satisfied.

If a holder that is a non-United States person who
exchanges Series 1992 Preferred Stock for Debentures does not
prove, in a manner satisfactory to the Company or other withholding
agent, that such exchange qualifies as a transaction in which gain
or loss is recognized, United States federal withholding tax will
be withheld from the gross proceeds to such holder in an amount
equal to 30% of such proceeds (including Debentures that such
holder would otherwise have received) unless such holder is
eligible for a reduced tax treaty rate (or an exemption) with
respect to dividend income and establishes that it is subject to
such reduced rate (or is exempt from such tax) by providing the
appropriate form, in which case the tax will be withheld at the
reduced rate (or will not be withheld, if exempt). Except as may
be otherwise provided in an applicable income tax treaty, a holder
that is a non-United States person, whose receipt of Debentures is
treated as a distribution taxable as a dividend, will be taxed at
ordinary federal income tax rates on a net income basis if such
dividend is effectively connected with the conduct of a trade or
business of such holder within the United States (in which case the
branch profits tax may also apply if the holder is a foreign
corporation) and will not be subject to the withholding tax
described in the preceding sentence. A holder that is a non-United
States person may be eligible to obtain from the IRS a refund of
tax withheld if such holder meets one of the three tests of Section
302(b) described above under "Certain Federal Income Tax
Considerations--Exchange of Series 1992 Preferred Stock for
Debentures" or is otherwise able to establish that no tax (or a
reduced amount of tax) was due.

Payments on Debentures

Subject to the discussion of backup withholding
below, payments on a Debenture by the Company or its agent (in
its capacity as such) to a beneficial owner that is a non-
United States person will not be subject to United States
federal withholding tax; provided that (a) such person does not
actually or constructively own 10% or more of the total
combined voting power of all classes of stock of the Company
entitled to vote, (b) such person is not a controlled foreign
corporation that is related to the Company actually or
constructively through stock ownership, (c) such person is not
a bank that acquired its Debenture in consideration of an
extension of credit made pursuant to a loan agreement entered
into in the ordinary course of business, and (d) either (i) the
beneficial owner certifies to the Company or its agent, under
penalties of perjury, in a suitable form that it is not a
United States person and provides its name and address or
(ii) a qualifying securities clearing

<PAGE>62
organization, bank or other financial institution that holds
customers securities in the ordinary course of its trade or
business and that holds the Debenture certifies to the Company
or its agent under penalties of perjury that such statement has
been received from the beneficial owner in a suitable form by it
or by a qualifying intermediary and furnishes the payor with a
copy thereof.

If a beneficial owner of a Debenture who is a non-
United States person is engaged in a trade or business within
the United States and interest (including OID) and premium, if
any, on the Debenture is effectively connected with the conduct
of such trade or business, such beneficial owner may be subject
to United States federal income tax on such interest (including
OID) and premium at ordinary federal income tax rates on a net
basis (in which case the branch profits tax may also apply if
the holder is a foreign corporation).

Sale or Exchange of Debentures

Subject to the discussion of backup withholding below,
any capital gain realized upon a sale or exchange of a Debenture
(including upon retirement of a Debenture) by a beneficial owner
who is a non-United States person ordinarily will not be subject to
United States federal income tax unless (i) such gain is
effectively connected with a trade or business conducted by such
non-United States person within the United States (in which case
the branch profits tax may also apply if the holder is a foreign
corporation) or (ii) in the case of a non-United States person that
is an individual, such holder is present in the United States for a
period or periods aggregating 183 days or more in the taxable year
of the sale or exchange and certain other conditions are met.

Federal Estate Taxes

Debentures beneficially owned by an individual who at
the time of death is neither a citizen nor a resident of the
United States will not be subject to United States federal
estate tax as a result of such individual's death, provided
that at the time of death the income from the Debentures was
not or would not have been effectively connected with the
conduct by such individual of a trade or business within the
United States and that such individual could have qualified for
the exemption from United States federal withholding tax
(without regard to the certification requirements) on premium
and interest that is described above under "--Payments on
Debentures."

<PAGE>63
Backup Withholding and Information Reporting

Information reporting on IRS Form 1099 and backup
withholding at a rate of 31% will not apply to payments of
principal, premium (if any) and interest (including original
issue discount) made by the Company or a paying agent to a non-
United States person on a Debenture if the certification
described in clause (d) under "--Payments on Debentures" above
is received, provided that the payor does not have actual
knowledge that the holder is a United States person. However,
interest (including original issue discount) on a Debenture
owned by a holder that is a non-United States person may be
required to be reported annually.

Payments of the proceeds from the sale by a holder
that is a non-United States person of a Debenture made to or
through a foreign office of a broker 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 a Debenture to or
through the United States office of a broker is subject to
information reporting and backup withholding unless the holder
certifies as to its non-United States status or otherwise
establishes an exemption from information reporting and backup
withholding.

EXPERTS

The audited consolidated financial statements of the
Company 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 the Company's Annual Report on
Form 10-K incorporated by reference herein (which reports
express an unqualified opinion and include an explanatory
paragraph relating to changes adopted in accounting for income
taxes and other postretirement benefits), 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

<PAGE>64
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 Securities Act 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
Debentures, including the validity of the Indenture and the
Debentures, will be passed upon for the Company by Stoel Rives
Boley Jones & Grey, Portland, Oregon, and for the Dealer
Managers by Winthrop, Stimson, Putnam & Roberts, New York,
New York. Certain tax matters in connection with the Exchange
Offer will be passed upon for the Company 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.

<PAGE>65
Facsimile copies of the Letter of Transmittal will be
accepted. Letters of Transmittal, certificates representing
shares of Series 1992 Preferred Stock and any other required
documents should be sent by each holder of Series 1992
Preferred Stock or such holder's broker, dealer, commercial
bank, trust company or other nominee to the Exchange Agent at
one of the addresses as set forth below:

The Exchange Agent is:

The Bank of New York

By Facsimile Transmission
(for Eligible Institutions only):
(212) 815-6213

Confirm Receipt of Notice of Guaranteed Delivery by Telephone:
(800) 507-9357

The Information Agent is:

GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, NY 10005
Banks and Brokers call collect (212) 440-9800
Call Toll Free: (800) 223-2064

Any questions or requests for assistance or additional copies
of this Prospectus and the Letter of Transmittal may be
directed to the Information Agent or the Exchange Agent at the
telephone numbers and locations set forth above. You may also
contact your broker, dealer, commercial bank or trust company
or other nominee for assistance concerning the Exchange Offer.

<PAGE>66
The Dealer Managers for the Exchange Offer are:

Goldman, Sachs & Co. Salomon Brothers Inc
Liability Management Group Liability Management Group
85 Broad Street, 26th Floor 7 World Trade Center
New York, New York 10004 New York, New York 10048
(800) 828-3182 (Toll-Free) (800) 558-3745 (Toll-Free)

<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. 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

<PAGE>II-2
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 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.

<PAGE>II-3
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

A list of exhibits included as part of this
Registration Statement is set forth in an Exhibit
Index, which immediately precedes such exhibits.

(b) Financial Statement Schedules

None

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) 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.

(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the
Registrant pursuant to the provisions described under
Item 20 above, or otherwise, the Registrant has 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of
the Registrant 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 Registrant 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.

(3) To respond to requests for information that is
incorporated by reference into the Prospectus pursuant
to Item 4, 10(b), 11 or 13 of Form S-4, within one
business day of receipt of such request, and to send the

<PAGE>II-4
incorporated documents by first-class mail or other
equally prompt means. This includes information
contained in documents filed subsequent to the
effective date of the Registration Statement through
the date of responding to the request.

(4) To supply by means of a post-effective amendment all
information concerning a transaction, and the company
being acquired involved therein, that was not the
subject of and included in the Registration Statement
when it became effective.

<PAGE>II-5
SIGNATURES

Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 20th day of June, 1995.

PACIFICORP

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

Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons on June 20, 1995 in the capacities indicated.

Signature Title

*FREDERICK W. BUCKMAN President, Chief Executive
- --------------------------- Officer and Director (Principal
Frederick W. Buckman Financial Officer)

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

*KATHRYN A. BRAUN Director
- ---------------------------
Kathryn A. Braun

*C. TODD CONOVER Director
- ---------------------------
C. Todd Conover

*RICHARD C. EDGLEY Director
- ---------------------------
Richard C. Edgley

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

<PAGE>II-6
*JOHN C. HAMPTON Director
- ---------------------------
John C. Hampton

*NOLAN E. KARRAS Director
- ---------------------------
Nolan E. Karras

*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)

<PAGE>II-7
EXHIBIT INDEX

Exhibit No. Document Page No.
- ----------- -------- ------

*(4)(a) Indenture between PacifiCorp and
The Bank of New York, as Trustee,
dated as of May 1, 1995, as
supplemented by the First Supplemental
Indenture thereto, dated as of
May 1, 1995.

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

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

*(5) Opinion of Stoel Rives Boley Jones &
Grey with respect to Junior Subordinated
Debentures.

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

**(12)(a) Statements re Computation of Consolidated
Ratios of Earnings to Fixed Charges.
(Exhibit (12)(a), Form 10-K for the year
ended December 31, 1994, File No. 1-5152).

**(12)(b) Statements re Computation of Consolidated
Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.
Exhibit (12)(b), Form 10-K for the
year ended December 31, 1994, File
No. 1-5152).

**(12)(c) Statements re Computation of Consolidated
Ratios of Earnings to Fixed Charges.
Exhibit (12)(a), Form 10-Q for the
quarter ended March 31, 1995, File
No. 1-5152).

**(12)(d) Statements re Computation of Consolidated
Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.
Exhibit (12)(b), Form 10-Q for the
quarter ended March 31, 1995, File
No. 1-5152).

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

<PAGE>II-8
*(23)(b) Consent of Stoel Rives Boley Jones
& Grey (included in Exhibits (5) and
(8) above).

*(24) Powers of Attorney.

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

*(99)(a) Proposed Form of Dealer Managers
Agreement

*(99)(b) Proposed Form of Exchange Agent Agreement

*(99)(c) Information Agent Agreement dated
April 3, 1995 between PacifiCorp
and Georgeson & Company Inc.

*(99)(d) Proposed Form of Letter of Transmittal

*(99)(e) Proposed Form of Letter to Brokers

*(99)(f) Proposed Form of Letter to Clients

*(99)(g) Proposed Form of Notice of Guaranteed
Delivery

*(99)(h) Proposed Form of Letter to Shareholders

________________

* Previously filed.

** Incorporated by reference.