PACIFICORP /OR/, S-4/A, 1995-06-09

PACIFICORP /OR/
S-4/A, 1995-06-09
ELECTRIC & OTHER SERVICES COMBINED

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

Washington, D.C. 20549

AMENDMENT NO. 1
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>
<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>
<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;
Special Considerations
Relating to the
Exchange Offer and the
Debentures; 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

<PAGE>
<PAGE>iv
6. Material Contacts with the
Company Being Acquired ............... Not Applicable

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>
<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.

Subject to Completion, Dated June 9, 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 5:00 P.M.,
NEW YORK CITY TIME, ON JULY __, 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.

The Company will accept for exchange Series 1992
Preferred Stock validly tendered and not withdrawn prior to
5:00 p.m., New York City time, on July __, 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 "Special Considerations Relating to the Exchange
Offer and the Debentures" 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.

(Continued on next page)
<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 __, 1995.
<PAGE>
<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 "Special Considerations Relating to
the Exchange Offer and the Debentures" 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.
<PAGE>
<PAGE>2

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
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 __, 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.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE
<PAGE>
<PAGE>3
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 the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not
contain all of the <PAGE>
<PAGE>4
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
reference to 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
Incorporated Documents, other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference<PAGE>
<PAGE>5
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
Special Considerations Relating to the Exchange
Offer and the Debentures. . . . . . . . . . . . . . . 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>
<PAGE>6
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."

Certain Investor Considerations

Prospective exchanging holders should carefully
review the information contained elsewhere in this Prospectus
prior to making a decision regarding the Exchange Offer and
should particularly consider the following matters:

Potential Benefits to Exchanging Holders

- -- The annual interest rate on the Debentures (as defined
below) will be .___% (___ basis points) higher than the
indicated annual dividend rate 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. See "Special
Considerations Relating to the Exchange Offer and the
Debentures--Subordination of Debentures."

- -- In order to benefit from the higher annual interest rate
on the Debentures (as compared to the indicated annual
dividend rate on the Series 1992 Preferred Stock), holders
of Series 1992 Preferred Stock need not pay any additional
cash or incur any expenses. Holders of Series 1992
Preferred Stock may participate in the Exchange Offer (as
defined below) by properly completing and signing the
Letter of Transmittal <PAGE>
<PAGE>7
(as defined below) 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 (as defined
below).

Potential Risks to Exchanging Holders

- -- Participation in the Exchange Offer will be a taxable
event. See "Special Considerations Relating to the
Exchange Offer and the Debentures--Exchange as 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 "Special
Considerations Relating to the Exchange Offer and the
Debentures--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 "Special Considerations Relating to the
Exchange Offer and the Debentures--No Established Trading
Market for Debentures."

- -- While dividends on the Series 1992 Preferred Stock are
eligible for the dividends received deduction for
corporate holders, 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>
<PAGE>8

- -- 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."

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 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 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 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 <PAGE>
<PAGE>10
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
5:00 p.m., New York City time, on July __, 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."

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 <PAGE>
<PAGE>11
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. 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<PAGE>
<PAGE>12
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 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 "Special Considerations Relating to the Exchange Offer and
the Debentures--Differences In Amount Between Interest Payments
and Taxable Income" and "Certain Federal Income Tax
Considerations--Interest and Original Issue Discount on
Debentures."<PAGE>
<PAGE>13

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 "Special Considerations Relating to the Exchange
Offer and the Debentures--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."

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<PAGE>
<PAGE>14
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
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.
<PAGE>
<PAGE>15
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
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.
<PAGE>
<PAGE>16
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.

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>
<PAGE>18
SPECIAL CONSIDERATIONS RELATING TO
THE EXCHANGE OFFER AND THE DEBENTURES

Prospective exchanging shareholders should carefully
consider, in addition to the other information set forth
elsewhere in this Prospectus, the following:

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. 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 until
deferred interest on the Debentures is paid in full, subject to
certain exceptions described herein.
<PAGE>
<PAGE>19
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 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."
<PAGE>
<PAGE>20

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 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 <PAGE>
<PAGE>21
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.

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."
<PAGE>
<PAGE>22
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>
<PAGE>23
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
<PAGE>
<PAGE>24
<TABLE>
<CAPTION>

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. . . . . . . -- 0 183 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.

(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.

(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>
<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>
<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 __, 1995, there were 5,000,000 shares of
Series 1992 Preferred Stock outstanding. This Prospectus,<PAGE>
<PAGE>27
together with the Letter of Transmittal, is being sent to all
registered Holders as of June __, 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 5:00 p.m., New
York City <PAGE>
<PAGE>28
time, on July __, 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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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 8, 1995) 25 7/8 24 5/8

On June __, 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>
<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 $1.0 billion of unsecured debt was outstanding
and, approximately $1.0 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>
<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>
<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>
<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>
<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>
<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>
<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>
<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>
<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) certain events of bankruptcy, insolvency or
reorganization of the Company. (Section 6.01)

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))<PAGE>
<PAGE>48
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 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 <PAGE>
<PAGE>49
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
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 <PAGE>
<PAGE>50
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 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<PAGE>
<PAGE>51
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.

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 <PAGE>
<PAGE>52
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 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.<PAGE>
<PAGE>53
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
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 <PAGE>
<PAGE>54
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
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" <PAGE>
<PAGE>55
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 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 construc-
tively 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 <PAGE>
<PAGE>56
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. 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 <PAGE>
<PAGE>57
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 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.
<PAGE>
<PAGE>58

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.

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.<PAGE>
<PAGE>59
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 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 <PAGE>
<PAGE>60
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 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 <PAGE>
<PAGE>61
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 a not a
United States person and provides its name and address or (ii)
a qualifying securities clearing 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 <PAGE>
<PAGE>62
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."

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.<PAGE>
<PAGE>63
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 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>
<PAGE>64
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

<PAGE>
<PAGE>65
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>
<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>
<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>
<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>
<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>
<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 8th 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 8, 1995 in the capacities indicated.

Signature Title

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

*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>
<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>
<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>
<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.

EXHIBIT 4(a)

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

PACIFICORP

AND

THE BANK OF NEW YORK,

AS TRUSTEE

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

INDENTURE

DATED AS OF MAY 1, 1995

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

JUNIOR SUBORDINATED DEBENTURES

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

<PAGE>
<PAGE>i

CROSS-REFERENCE TABLE

Section of
Trust Indenture Act Section of
of 1939, as amended Indenture
___________________ ______________
310(a) . . . . . . . . . . . . . . . . . 7.09
310(b) . . . . . . . . . . . . . . . . . 7.08
7.10
310(c) . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . 7.13(a)
311(b) . . . . . . . . . . . . . . . . . 7.13(b)
311(c) . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . 5.01
5.02(a)
312(b) . . . . . . . . . . . . . . . . . 5.02(b)
312(c) . . . . . . . . . . . . . . . . . 5.02(c)
313(a) . . . . . . . . . . . . . . . . . 5.04(a)
313(b) . . . . . . . . . . . . . . . . . 5.04(b)
313(c) . . . . . . . . . . . . . . . . . 5.04(a)
5.04(b)
313(d) . . . . . . . . . . . . . . . . . 5.04(c)
314(a) . . . . . . . . . . . . . . . . . 5.03
314(b) . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . 13.06
314(d) . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . 13.06
314(f) . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . 7.01(a)
7.02
315(b) . . . . . . . . . . . . . . . . . 6.07
315(c) . . . . . . . . . . . . . . . . . 7.01
315(d) . . . . . . . . . . . . . . . . . 7.01(b)
7.01(c)
315(e) . . . . . . . . . . . . . . . . . 6.08
316(a) . . . . . . . . . . . . . . . . . 6.06
8.04
316(b) . . . . . . . . . . . . . . . . . 6.04
316(c) . . . . . . . . . . . . . . . . . 8.01
317(a) . . . . . . . . . . . . . . . . . 6.02
317(b) . . . . . . . . . . . . . . . . . 4.04
318(a) . . . . . . . . . . . . . . . . . 13.08
<PAGE>
<PAGE>ii

TABLE OF CONTENTS
-----------------

Page
----

PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . iv, 1

RECITALS:

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

ARTICLE ONE
DEFINITIONS

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

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

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

SECTION 2.01 Designation, terms, amount,
authentication and delivery
of Debentures. . . . . . . . . . . . . . . 4

SECTION 2.02 Form of Debentures and Trustee's
certificate. . . . . . . . . . . . . . . . 5

SECTION 2.03 Date and denominations of Debentures,
and provisions for payment of principal,
premium and interest . . . . . . . . . . . 5

SECTION 2.04 Execution of Debentures. . . . . . . . . . 6

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

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

Page
----

SECTION 2.05 Exchange of Debentures . . . . . . . . . . 7

(a) Registration and transfer of
Debentures . . . . . . . . . . . . . . . 7

(b) Debentures to be accompanied by
proper instruments of transfer . . . . . 7

(d) Restrictions on transfer or exchange
at time of redemption. . . . . . . . . . 7

SECTION 2.06 Temporary Debentures. . . . . . . . . . . . . 8

SECTION 2.07 Mutilated, destroyed, lost or stolen
Debentures. . . . . . . . . . . . . . . . . . 8

SECTION 2.08 Cancellation of surrendered Debentures. . . . 8

SECTION 2.09 Provisions of Indenture and Debentures
for sole benefit of parties and
Debentureholders. . . . . . . . . . . . . . . 8

SECTION 2.10 Appointment of Authenticating Agent . . . . . 9

SECTION 2.11 Global Debenture. . . . . . . . . . . . . . . 9

ARTICLE THREE
REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01 Redemption of Debentures. . . . . . . . . . .10

SECTION 3.02 (a) Notice of redemption . . . . . . . . . .10

(b) Selection of Debentures in case less
than all Debentures to be redeemed . . .11

SECTION 3.03 (a) When Debentures called for redemption
become due and payable . . . . . . . . .11

(b) Receipt of new Debenture upon partial
payment. . . . . . . . . . . . . . . . .11

SECTION 3.04 Sinking Fund for Debentures . . . . . . . . .11

SECTION 3.05 Satisfaction of Sinking Fund Payments
with Debentures . . . . . . . . . . . . . . .11

SECTION 3.06 Redemption of Debentures for Sinking Fund . .12

<PAGE>
<PAGE>vi
Page
----

ARTICLE FOUR
PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01 Payment of principal of (and premium,
if any) and interest on Debentures. . . . . .12

SECTION 4.02 Maintenance of office or agency for
payment of Debentures, designation
of office or agency for payment,
registration, transfer and exchange
of Debentures . . . . . . . . . . . . . . . .12

SECTION 4.03 (a) Duties of paying agent . . . . . . . . .12

(b) Company as paying agent. . . . . . . . .12

SECTION 4.04 Appointment to fill vacancy in office of
Trustee . . . . . . . . . . . . . . . . . . .13

SECTION 4.05 Restriction on consolidation, merger
or sale . . . . . . . . . . . . . . . . . . .13

SECTION 4.06 Restriction on declaration of dividends,
etc. .. . . . . . . . . . . . . . . . . . . .13

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

SECTION 5.01 Company to furnish Trustee information as to names
and addresses of Debentureholders . . . . . .13

SECTION 5.02 (a) Trustee to preserve information as
to names and addresses of
Debentureholders received by
it in capacity of paying agent . . . . .13

(b) Trustee may destroy list of
Debentureholders on certain
conditions . . . . . . . . . . . . . . .13

(c) Trustee to make information as to names
and addresses of Debentureholders
available to "applicants" or mail
communications to Debentureholders
in certain circumstances . . . . . . . .14

(d) Procedure if Trustee elects not to make
information available to applicants. . .14

(e) Company and Trustee not accountable for
disclosure of information. . . . . . . .14

SECTION 5.03 (a) Annual and other reports to be filed
by Company with Trustee. . . . . . . . .14

(b) Additional information and reports
to be filed with Trustee and Securities
and Exchange Commission. . . . . . . . .14

(d) Annual Certificate to be furnished to
Trustee. . . . . . . . . . . . . . . . .15

(e) Reports concerning original issue
discount . . . . . . . . . . . . . . . .15

SECTION 5.04 (a) Trustee to transmit annual report to
Debentureholders . . . . . . . . . . . .15
<PAGE>
<PAGE>v

Page
----

(b) Trustee to transmit certain further
reports to Debentureholders. . . . . . .15

ARTICLE SIX
REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
UPON EVENT OF DEFAULT

SECTION 6.01 (a) Events of Default defined. . . . . . . .16

(b) Acceleration of maturity upon
Event of Default . . . . . . . . . . . .16

(d) Restoration of former position and
rights upon curing default . . . . . . .17

SECTION 6.02 (a) Covenant of Company to pay to Trustee
whole amount due on Debentures on default
in payment of interest or principal
(and premium, if any). . . . . . . . . .17

(b) Trustee may recover judgment for whole
amount due on Debentures on failure of
Company to pay . . . . . . . . . . . . .17

(d) Rights of action and of asserting
claims may be enforced by Trustee
without possession of Debentures . . . .17

SECTION 6.03 Application of moneys collected by
Trustee . . . . . . . . . . . . . . . . . . .18

SECTION 6.04 Limitation on suits by holders of
Debentures. . . . . . . . . . . . . . . . . .18

SECTION 6.05 (a) Remedies cumulative. . . . . . . . . . .18

(b) Delay or omission in exercise
of rights not waiver of default. . . . .19

SECTION 6.06 Rights of holders of majority in
principal amount of Debentures to
direct Trustee and to waive defaults. . . . .19

SECTION 6.07 Trustee to give notice of defaults
known to it, but may withhold in certain
circumstances . . . . . . . . . . . . . . . .19

SECTION 6.08 Requirements of an undertaking to
pay costs in certain suits under
Indenture or against Trustee. . . . . . . . .19

ARTICLE SEVEN
CONCERNING THE TRUSTEE

SECTION 7.01 (a) Upon Event of Default occurring
and continuing, Trustee shall exercise
powers vested in it, and use same degree
of care and skill in their exercise,
as prudent individual would use . . . . . . .19

(b) Trustee not relieved from liability
for negligence or willful misconduct
except as provided in this section . . .20

(1) Prior to Event of Default and after
the curing of all Events of Default
which may have occurred. . . . . . . . .20
<PAGE>
<PAGE>vi
Page
----

(i) Trustee not liable except for
performance of duties specifically
set forth. . . . . . . . . . . . . . . .20

(ii) In absence of bad faith, Trustee may
conclusively rely on certificates or
opinions furnished it hereunder,
subject to duty to examine the same
if specifically required to be
furnished to it. . . . . . . . . . . . .20

(2) Trustee not liable for error of
judgment made in good faith by
Responsible Officer unless
Trustee negligent. . . . . . . . . . . .20

(3) Trustee not liable for action or
non-action in accordance with
direction of holders of majority
in principal amount of Debentures. . . .20

(4) Trustee need not expend own funds
without adequate indemnity . . . . . . .20

SECTION 7.02 Subject to provisions of Section 7.01:

(a) Trustee may rely on documents
believed genuine and properly signed
or presented . . . . . . . . . . . . . .20

(b) Sufficient evidence by certain
instruments provided for . . . . . . . .20

(d) Trustee may consult with counsel and
act on advice or Opinion of Counsel. . .21

(e) Trustee may require indemnity from
Debentureholders . . . . . . . . . . . .21

(f) Prior to Event of Default Trustee
not bound to investigate facts
or matters stated in certificates,
etc., unless requested in writing
by Debentureholders. . . . . . . . . . .21

(g) Trustee not liable for actions in good
faith believed to be authorized. . . . .21

(h) Trustee not bound to make
investigation. . . . . . . . . . . . . .21

(i) Trustee may perform duties directly
or through agents or attorneys . . . . .21

(j) Application for Instructions . . . . . .21

SECTION 7.03 (a) Trustee not liable for recitals in
Indenture or in Debentures . . . . . . .21

(b) No representations by Trustee
as to validity of Indenture
or of Debentures . . . . . . . . . . . .21

SECTION 7.04 Trustee, paying agent or Debenture
Registrar may own Debentures. . . . . . . . .21

SECTION 7.05 Moneys received by Trustee to be held
in trust without interest . . . . . . . . . .22

SECTION 7.06 (a) Trustee entitled to compensation,
reimbursement and indemnity. . . . . . .22

(b) Obligations to Trustee to be secured
by claim prior to Debentures . . . . . .22

<PAGE>
<PAGE>vii
Page
----

SECTION 7.07 Right of Trustee to rely on certificate
of officers of Company where no other
evidence specifically prescribed. . . . . . .22

SECTION 7.08 Trustee acquiring conflicting interest
to eliminate conflict or resign . . . . . . .22

SECTION 7.09 Requirements for eligibility of Trustee . . .22

SECTION 7.10 (a) Resignation of Trustee and appointment
of successor . . . . . . . . . . . . . .22

(b) Removal of Trustee by Company or by
court on Debentureholders'
application. . . . . . . . . . . . . . .23

(d) Time when resignation or removal
of Trustee effective . . . . . . . . . .23

(e) One Trustee for each series. . . . . . .23

SECTION 7.11 (a) Acceptance by successor to Trustee . . .23

(b) Trustee with respect to less
than all series. . . . . . . . . . . . .23

(d) Successor Trustee to be qualified. . . .24

(e) Notice of succession . . . . . . . . . .24

SECTION 7.12 Successor to Trustee by merger,
consolidation or succession to business . . .24

SECTION 7.13 Limitations on rights of Trustee as a
creditor to obtain payment of certain
claims within four months prior to default
or during default, or to realize on
property as such creditor thereafter. . . . .24

ARTICLE EIGHT
CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01 Evidence of action by Debentureholders. . . .24

SECTION 8.02 Proof of execution of instruments and
of holding of Debentures. . . . . . . . . . .25

SECTION 8.03 Who may be deemed owners of Debentures. . . .25

SECTION 8.04 Debentures owned by Company or
controlled or controlling companies
disregarded for certain purposes. . . . . . .25

SECTION 8.05 Instruments executed by Debentureholders
bind future holders . . . . . . . . . . . . .25

ARTICLE NINE
SUPPLEMENTAL INDENTURES

SECTION 9.01 Purposes for which supplemental
indenture may be entered into without
consent of Debentureholders . . . . . . . . .25

SECTION 9.02 Modification of Indenture with consent
of Debentureholders . . . . . . . . . . . . .26
<PAGE>
<PAGE>viii

Page
----

SECTION 9.03 Effect of supplemental indentures . . . . . .27

SECTION 9.04 Debentures may bear notation of
changes by supplemental indentures. . . . . .27

SECTION 9.05 Opinion of Counsel. . . . . . . . . . . . . .27

ARTICLE TEN
CONSOLIDATION, MERGER AND SALE

SECTION 10.01 Consolidations or mergers of Company
and sales or conveyances of
property of Company permitted . . . . . . . .27

SECTION 10.02 (a) Rights and duties of successor
company . . . . . . . . . . . . . . . . . . .27

(b) Appropriate changes may be made
in phraseology and form of Debentures . . . .28

(c) Company may consolidate or merge
into itself or acquire properties of other
corporations. . . . . . . . . . . . . . . . .28

SECTION 10.03 Opinion of Counsel. . . . . . . . . . . . . .28

ARTICLE ELEVEN
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS

SECTION 11.01 Satisfaction and discharge of Indenture . . .28

SECTION 11.02 Discharge of Company's Obligations. . . . . .28

SECTION 11.03 Opinion of Counsel. . . . . . . . . . . . . .28

SECTION 11.04 Application by Trustee of funds deposited
for payment of Debentures . . . . . . . . . .29

SECTION 11.05 Repayment of moneys held by paying agent. . .29

SECTION 11.06 Repayment of moneys held by Trustee . . . . .29

ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

SECTION 12.01 Incorporators, stockholders, officers
and directors of Company exempt
from individual liability . . . . . . . . . .29

ARTICLE THIRTEEN
MISCELLANEOUS PROVISIONS

SECTION 13.01 Successors and assigns of Company bound
by Indenture. . . . . . . . . . . . . . . . .29

SECTION 13.02 Acts of board, committee or officer of
successor company valid . . . . . . . . . . .30

SECTION 13.03 Required notices or demands may be
served by mail. . . . . . . . . . . . . . . .30

SECTION 13.04 Indenture and Debentures to be construed
in accordance with laws of the State of
New York. . . . . . . . . . . . . . . . . . .30

SECTION 13.05 (a) Officers' Certificate and Opinion
of Counsel to be furnished upon
applications or demands by Company. . . . . .30

<PAGE>
<PAGE>ix
Page
----

(b) Statements to be included in each
certificate or opinion with
respect to compliance with
condition or covenant. . . . . . . . . .30

SECTION 13.06 Opinion of Counsel to be furnished
upon execution of Indenture . . . . . . . . .30

SECTION 13.07 Payments due on Sundays or holidays . . . . .30

SECTION 13.08 Provisions required by Trust Indenture
Act of 1939 to control. . . . . . . . . . . .30

SECTION 13.09 Indenture may be executed in counterparts . .30

SECTION 13.10 Separability of Indenture provisions. . . . .30

SECTION 13.11 Assignment by Company to subsidiary . . . . .30

SECTION 13.12 Agreement that Debentures constitute debt . .31

ARTICLE FOURTEEN
SUBORDINATION OF DEBENTURES

SECTION 14.01 Agreement of Subordination. . . . . . . . . .31

SECTION 14.02 Limitations on payments to
Debentureholders. . . . . . . . . . . . . . .31

SECTION 14.03 Payments in bankruptcy. . . . . . . . . . . .31

SECTION 14.04 Subrogation of Debentures . . . . . . . . . .32

SECTION 14.05 Authorization by Debentureholders . . . . . .32

SECTION 14.06 Notice to Trustee . . . . . . . . . . . . . .33

SECTION 14.07 Trustee's relation to Senior Indebtedness . .33

SECTION 14.08 Acts of holders of Senior Indebtedness. . . .33

ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . .34

TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . .34

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . .34, 35

ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . .34<PAGE>
<PAGE>1

THIS INDENTURE, dated as of the 1st day of May, 1995,
between PACIFICORP, a corporation duly organized and existing
under the laws of the State of Oregon (hereinafter sometimes
referred to as the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation organized and existing under the laws
of the State of New York, as trustee (hereinafter sometimes
referred to as the "Trustee"):

WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the execution and delivery of this Indenture to
provide for the issuance of debentures (hereinafter referred to
as the "Debentures"), in an unlimited aggregate principal amount
to be issued from time to time in one or more series as in this
Indenture provided as registered Debentures without coupons, to
be authenticated by the certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the
Debentures are to be authenticated, issued and delivered, the
Company has duly authorized the execution of this Indenture;

WHEREAS, the Debentures and the certificate of
authentication to be borne by the Debentures (the "Certificate
of Authentication") are to be substantially in such forms as may
be approved by the Board of Directors (as defined below) or set
forth in any indenture supplemental to this Indenture; and

WHEREAS, all acts and things necessary to make the
Debentures issued pursuant hereto, when executed by the Company
and authenticated and delivered by the Trustee as in this
Indenture provided, the valid, binding and legal obligations of
the Company, and to constitute these presents a valid indenture
and agreement according to its terms, have been done and
performed or will be done and performed prior to the issuance of
the Debentures, and the execution of this Indenture and the
issuance hereunder of the Debentures have been or will be prior
to issuance in all respects duly authorized, and the Company, in
the exercise of the legal right and power in it vested, executes
this Indenture and proposes to make, execute, issue and deliver
the Debentures;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That in order to declare the terms and conditions upon which
the Debentures are and are to be authenticated, issued and
delivered, and in consideration of the premises, of the purchase
and acceptance of the Debentures by the holders thereof and of
the sum of one dollar ($1.00) to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee,
for the equal and proportionate benefit (subject to the
provisions of this Indenture) of the respective holders from time
to time of the Debentures, without any discrimination, preference
or priority of any one Debenture over any other by reason of
priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

ARTICLE ONE
Definitions

SECTION 1.01. The terms defined in this Section (except as
in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture,
any resolution of the Board of Directors of the Company and of
any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act, or which
are by reference in the Trust Indenture Act defined in the
Securities Act of 1933, as amended (the "Securities Act"),
(except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to
such terms in the Trust Indenture Act and in the Securities Act
as in force at the date of the execution of this instrument.

Authenticating Agent:

The term "Authenticating Agent" means an authenticating agent
with respect to all or any of the series of Debentures, as the
case may be, appointed with respect to all or any series of the
Debentures, as the case may be, by the Trustee pursuant to
Section 2.10.

Board of Directors:

The term "Board of Directors" means the Board of Directors of the
Company, or any committee of such Board duly authorized to act
on behalf thereof hereunder.

Board Resolution:

The term "Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification.

<PAGE>
<PAGE>2

Business Day:

The term "Business Day", with respect to any series of
Debentures, means any day other than a day on which banking
institutions in the Borough of Manhattan, the City and State of
New York, are authorized to close.

Certificate:

The term "Certificate" means a certificate signed by the
principal executive officer, principal financial officer or
principal accounting officer of the Company. The Certificate
need not comply with the provisions of Section 13.05.

Corporate Trust Office:

The term "Corporate Trust Office" means the office of the Trustee
at which at any particular time its corporate trust business
shall be principally administered, which office at the date of
the execution of this Indenture is located at 101 Barclay Street,
New York, NY 10286, Attention: Corporate Trust Trustee
Administration.

Company:

The term "Company" means PacifiCorp, a corporation duly organized
and existing under the laws of the State of Oregon, and, subject
to the provisions of Article Ten, also includes its successors
and assigns.

Debenture or Debentures:

The term "Debenture" or "Debentures" means any Debenture or
Debentures, as the case may be, authenticated and delivered under
this Indenture.

Debentureholder:

The term "Debentureholder," "holder of Debentures," "registered
holder" or other similar term means the person or persons in
whose name or names a particular Debenture shall be registered
on the books of the Company kept for that purpose in accordance
with the terms of this Indenture.

Default:

The term "default" means any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of
Default.

Depository:

The term "Depository" means, with respect to Debentures of any
series for which the Company shall determine that such Debentures
will be issued as a Global Debenture, The Depository Trust
Company, New York, New York, another clearing agency or any
successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or
other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section
2.01 or 2.11.

Event of Default:

The term "Event of Default" means, with respect to Debentures of
a particular series, any event specified in Section 6.01,
continued for the period of time, if any, therein designated.

Global Debenture:

The term "Global Debenture" means, with respect to any series of
Debentures, a Debenture executed by the Company and delivered by
the Trustee to the Depository or pursuant to the Depository's
instruction, all in accordance with the Indenture, which shall
be registered in the name of the Depository or its nominee.

Governmental Obligations:

The term "Governmental Obligations" means securities that are
(i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of
America, which, in either <PAGE>
<PAGE>3

case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account
of the holder of such depository receipt; provided that (except
as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in
respect of the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depository receipt.

Indenture:

The term "Indenture" means this instrument as originally
executed, or, if amended or supplemented as herein provided, as
so amended or supplemented.

Interest Payment Date:

The term "Interest Payment Date," when used with respect to any
installment of interest on a Debenture of a particular series,
means the date specified in such Debenture, a Board Resolution
or an indenture supplemental hereto with respect to that series
as the fixed date on which an installment of interest with
respect to Debentures of that series is due and payable.

Officers' Certificate:

The term "Officers' Certificate" means a certificate signed by
the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Controller or an Assistant Controller
or the Secretary or an Assistant Secretary of the Company. Each
such certificate shall include the statements provided for in
Section 13.05, if and to the extent required by the provisions
thereof.

Opinion of Counsel:

The term "Opinion of Counsel" means an opinion in writing signed
by legal counsel, who may be counsel for the Company, reasonably
acceptable to the Trustee. Each such opinion shall include the
statements provided for in Section 13.05, if and to the extent
required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Debentures
of any series, means , subject to the provisions of Section 8.04,
as of any particular time, all Debentures of that series
theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Debentures theretofore canceled by the
Trustee or any paying agent, or delivered to the Trustee or any
paying agent for cancellation or which have previously been
canceled; (b) Debentures or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided,
however, that if such Debentures or portions of such Debentures
are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided,
or provision satisfactory to the Trustee shall have been made for
giving such notice; (c) Debentures in lieu of or in substitution
for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.07; and
(d) Debentures paid pursuant to Section 2.07.

Predecessor Debenture:

The term "Predecessor Debenture" of any particular Debenture
means every previous Debenture evidencing all or a portion of the
same debt as that evidenced by that particular Debenture; and,
for the purposes of this definition, any Debenture authenticated
and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the
lost, destroyed or stolen Debenture.

Responsible Officer:

The term "Responsible Officer," when used with respect to the
Trustee, means the chairman of the board of directors, president,
any vice president, secretary, treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer
of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the
particular subject.

<PAGE>
<PAGE>4

Senior Indebtedness:

The term "Senior Indebtedness" of the Company means the principal
of, and premium, if any, and interest on and any other payment
due pursuant to any of the following, whether outstanding at the
date of execution of this Indenture or thereafter incurred,
created or assumed: (a) all indebtedness of the Company
evidenced by notes, debentures, bonds or other securities sold
by the Company for money, (b) all indebtedness of others of the
kinds described in the preceding clause (a) assumed by or
guaranteed in any manner by the Company or in effect guaranteed
by the Company through an agreement to purchase, contingent or
otherwise, and (c) all renewals, extensions or refundings of
indebtedness of the kinds described in either of the preceding
clauses (a) and (b) unless, in the case of any particular
indebtedness, renewal, extension or refunding, the instrument
creating or evidencing the same or the assumption or guarantee
of the same expressly provides that such indebtedness, renewal,
extension or refunding is not superior in right of payment to or
is pari passu with the Debentures. Such Senior Indebtedness
shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions set forth in Article
Fourteen of this Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.

Trustee:

The term "Trustee" means The Bank of New York and, subject to the
provisions of Article Seven, shall also include its successors
and assigns, and if at any time there is more than one person
acting in such capacity hereunder, "Trustee" means each such
person. The term "Trustee" as used with respect to a particular
series of the Debentures means the trustee with respect to that
series.

Trust Indenture Act:

The term "Trust Indenture Act," subject to the provisions of
Sections 9.01, 9.02 and 10.01, means the Trust Indenture Act of
1939, as amended and in effect at the date of execution of this
Indenture.

ARTICLE TWO
Issue, Description, Terms, Execution,
Registration and Exchange of Debentures

SECTION 2.01. The aggregate principal amount of Debentures
which may be authenticated and delivered under this Indenture is
unlimited.

The Debentures may be issued in one or more series up to the
aggregate principal amount of Debentures of that series from time
to time authorized by or pursuant to a Board Resolution or
pursuant to one or more indentures supplemental hereto, prior to
the initial issuance of Debentures of a particular series. Prior
to the initial issuance of Debentures of any series, there shall
be established in or pursuant to a Board Resolution delivered to
the Trustee, and set forth in an Officers' Certificate delivered
to the Trustee, or established in one or more indentures
supplemental hereto:

(1) the title of the Debentures of the series (which
shall distinguish the Debentures of that series from all
other Debentures);

(2) any limit upon the aggregate principal amount of
the Debentures of that series which may be authenticated and
delivered under this Indenture (except for Debentures
authenticated and delivered upon registration of transfer
of, in exchange for or in lieu of other Debentures of that
series);

(3) the date or dates on which the principal of the
Debentures of that series is payable;

(4) the rate or rates at which the Debentures of that
series shall bear interest or the manner of calculation of
such rate or rates, if any;

(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such
Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any
such Interest Payment Dates;

(6) the right, if any, to extend the interest payment
periods and the duration of such extension;

<PAGE>
<PAGE>5

(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which
Debentures of that series may be redeemed, in whole or in
part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem
or purchase Debentures of that series pursuant to any
sinking fund or analogous provisions (including payments
made in cash in anticipation of future sinking fund
obligations) or at the option of a holder thereof and the
period or periods within which, the price or prices at which
and the terms and conditions upon which, Debentures of that
series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

(9) the form of the Debentures of that series,
including the form of the Certificate of Authentication for
that series;

(10) if denominations of other than $25 or any integral
multiple thereof, the denominations in which Debentures of
that series shall be issuable;

(11) any and all other terms with respect to that
series (which terms shall not be inconsistent with the terms
of this Indenture); and

(12) whether the Debentures are issuable as a Global
Debenture and, in such case, the identity of the Depository
for that series.

All Debentures of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any
indentures supplemental hereto.

If any of the terms of that series are established by
action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of that series.

SECTION 2.02. The Debentures of any series and the
Certificate of Authentication to be borne by such Debentures
shall be substantially of the tenor and purport as set forth in
one or more indentures supplemental hereto or as provided in a
Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Debentures of
that series may be listed, or to conform to usage.

SECTION 2.03. The Debentures shall be issuable as
registered Debentures and in denominations of $25 or any integral
multiple thereof, subject to Section 2.01(10). The Debentures
of a particular series shall bear interest payable on the dates
and at the rate or rates specified with respect to that series.
The principal of and the interest on the Debentures of any
series, as well as any premium thereon in case of redemption
thereof prior to maturity, shall be payable in the coin or
currency of the United States of America which at the time is
legal tender for public and private debt, at the office or agency
of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York (which, unless changed,
shall be a corporate trust office or agency of the Trustee). At
the Company's option, payments on the Debentures of any series
may also be made (i) by checks mailed by the Trustee to the
holders entitled thereto at their registered addresses or (ii) to
a holder of $1,000,000 or more in aggregate principal amount of
the 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
Debenture will be made only upon surrender of that Debenture to
the Trustee. Each Debenture shall be dated the date of its
authentication. Interest on the Debentures shall be computed on
the basis of a 360-day year composed of twelve 30-day months and,
for any period shorter than a full calendar month, on the basis
of the actual number of days elapsed in such period.

The interest installment on any Debenture which is payable,
and is punctually paid or duly provided for, on any Interest
Payment Date for Debentures of that series shall be paid to the
person in whose name that Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the regular
record date for such interest installment. In the event that any
Debenture of a particular series or portion thereof is called
for redemption and the redemption date is subsequent to a regular
record date with respect to any Interest Payment <PAGE>
<PAGE>6

Date and prior to such Interest Payment Date, interest on that
Debenture will be paid upon presentation and surrender of that
Debenture as provided in Section 3.03.

Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment
Date for Debentures of the same series (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by
the Company, at its election, as provided in clause (1) or
clause (2) below:

(1) The Company may make payment of any Defaulted
Interest on Debentures to the persons in whose names such
Debentures (or their respective Predecessor Debentures) are
registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be
fixed in the following manner: the Company shall notify the
Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Debenture and the date of
the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in
trust for the benefit of the persons entitled to such
Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall not be more than 15
nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such special record
date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted
Interest and the special record date therefor to be mailed,
first-class postage prepaid, to each Debentureholder at his
or her address as it appears in the Debenture Register (as
hereinafter defined), not less than 10 days prior to such
special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest
shall be paid to the persons in whose names such Debentures
(or their respective Predecessor Debentures) are registered
on such special record date and shall be no longer payable
pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on any Debentures in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which such Debentures may be listed, and upon
such notice as may be required by such exchange if, after
notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.

Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Debentures pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Debentures with respect to any Interest Payment Date
for that series shall mean either the 15th day of the month
immediately preceding the month in which an Interest Payment Date
established for that series pursuant to Section 2.01 hereof
shall occur, if such Interest Payment Date is the first day of
a month, or the last day of the month immediately preceding the
month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the 15th day of a month, whether or not
such date is a Business Day.

Subject to the foregoing provisions of this Section, each
Debenture of a series delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Debenture
of such series shall carry the rights to interest accrued and
unpaid, and to accrue, that were carried by such other
Debenture.

SECTION 2.04. The Debentures shall, subject to the
provisions of Section 2.06, be printed on steel engraved borders
or fully or partially engraved, or legibly typed, as the proper
officers of the Company may determine, and shall be signed on
behalf of the Company by its President or one of its Vice
Presidents, under its corporate seal attested by its Secretary
or one of its Assistant Secretaries. The signature of the
President or a Vice President and/or the signature of the
Secretary or an Assistant Secretary in attestation of the
corporate seal, upon the Debentures, may be in the form of a
facsimile signature of a present or any future President or Vice
President and of a present or any future Secretary or Assistant
Secretary and may be imprinted or otherwise reproduced on the
Debentures and for that purpose the Company may use the facsimile
signature of any person who shall have been a President or Vice
President, or of any person who shall have been a Secretary or
Assistant Secretary, notwithstanding the fact that at the time
the Debentures shall be authenticated and delivered or disposed
of that person shall have ceased to be the President or a Vice
President, or the Secretary or an Assistant Secretary, of the
Company, as the case may be. The seal of the Company may be in
the form of a facsimile of the seal of the Company and may be
impressed, affixed, imprinted or otherwise reproduced on the
Debentures.
<PAGE>
<PAGE>7

Only such Debentures as shall bear thereon a Certificate of
Authentication substantially in the form established for such
Debentures, executed manually by an authorized signatory of the
Trustee, or by any Authenticating Agent with respect to such
Debentures, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose. Such certificate
executed by the Trustee, or by any Authenticating Agent appointed
by the Trustee with respect to such Debentures, upon any
Debenture executed by the Company shall be conclusive evidence
that the Debenture so authenticated has been duly authenticated
and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debentures
of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for
the authentication and delivery of such Debentures, signed by its
President or any Vice President and its Treasurer or any
Assistant Treasurer, and the Trustee in accordance with such
written order shall authenticate and deliver such Debentures.

In authenticating such Debentures and accepting the
additional responsibilities under this Indenture in relation to
such Debentures, the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying
upon, (i) an Opinion of Counsel and (ii) an Officers'
Certificate, each stating that the form and terms thereof have
been established in conformity with the provisions of this
Indenture. Each Opinion of Counsel and Officers' Certificate
delivered pursuant to this Section 2.04 shall include all
statements prescribed by Section 13.05(b) hereof.

The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this
Indenture will, in the good faith judgment of the Trustee, affect
the Trustee's own rights, duties or immunities under the
Debentures and this Indenture or otherwise in a manner that is
not reasonably acceptable to the Trustee.

SECTION 2.05. (a) Debentures of any series may be exchanged
upon presentation thereof at the office or agency of the Company
designated for such purpose in the Borough of Manhattan, the City
and State of New York, for other Debentures of such series of
authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided
in this Section. In respect of any Debentures so surrendered for
exchange, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange
therefor the Debenture or Debentures of the same series which the
Debentureholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at its
office or agency designated for such purpose in the Borough of
Manhattan, the City and State of New York, or such other location
designated by the Company, a register or registers (herein
referred to as the "Debenture Register") in which, subject to
such reasonable regulations as it may prescribe, the Company
shall register the Debentures and the transfers of Debentures as
in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the
purpose of registering Debentures and transfer of Debentures as
herein provided shall be appointed as authorized by Board
Resolution (the "Debenture Registrar").

Upon surrender for transfer of any Debenture at the office
or agency of the Company designated for such purpose in the
Borough of Manhattan, the City and State of New York, the Company
shall execute, the Trustee shall authenticate and such office or
agency shall deliver in the name of the transferee or transferees
a new Debenture or Debentures of the same series as the Debenture
presented for a like aggregate principal amount.

All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be
accompanied (if so required by the Company or the Debenture
Registrar) by a written instrument or instruments of transfer,
in form satisfactory to the Company and the Debenture Registrar,
duly executed by the registered holder or by his duly authorized
attorney in writing.

(c) Except as provided in the first paragraph of Section
2.07, no service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new
Debentures in case of partial redemption of any series, but the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.06, the second paragraph of
Section 3.03 and Section 9.04 not involving any transfer.

(d) The Company shall neither be required (i) to issue,
exchange or register the transfer of any Debentures of any series
during a period beginning at the opening of business 15 days
before the day of selection for redemption of Debentures of that
series 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 Debentures of that series to be redeemed,
nor (ii) to register the transfer of or exchange any Debentures
of any series or portions thereof called <PAGE>
<PAGE>8

for redemption. The provisions of this Section 2.05 are, with
respect to any Global Debenture, subject to Section 2.11 hereof.

SECTION 2.06. Pending the preparation of definitive
Debentures of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Debentures
(printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive
Debentures in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for
temporary Debentures, all as may be determined by the Company.
Every temporary Debenture of any series shall be executed by the
Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like
effect, as the definitive Debentures of that series in
accordance with the terms of Section 2.04 hereof. Without
unnecessary delay the Company will execute and will furnish
definitive Debentures of such series and thereupon any or all
temporary Debentures of that series may be surrendered in
exchange therefor (without charge to the holders), at the office
or agency of the Company designated for the purpose in the
Borough of Manhattan, the City and State of New York, and the
Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Debentures an equal
aggregate principal amount of definitive Debentures of that
series, unless the Company advises the Trustee to the effect that
definitive Debentures need not be executed and furnished until
further notice from the Company. Until so exchanged, the
temporary Debentures of that series shall be entitled to the
same benefits under this Indenture as definitive Debentures of
that series authenticated and delivered hereunder.

SECTION 2.07. In case any temporary or definitive Debenture
shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute,
and upon its request the Trustee (subject as aforesaid) shall
authenticate and deliver, a new Debenture of the same series
bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Debenture, or in lieu of and
in substitution for the Debenture so destroyed, lost or stolen.
In every case the applicant for a substituted Debenture shall
furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them
harmless and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft
of the applicant's Debenture and of the ownership thereof. The
Trustee may authenticate any such substituted Debenture and
deliver the same upon the written order of the Company. Upon the
issuance of any substituted Debenture, the Company may require
the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the
Trustee) connected therewith. In case any Debenture which has
matured or is about to mature or has been called for redemption
shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debenture, pay or
authorize the payment of the same (without surrender thereof
except in the case of a mutilated Debenture) if the applicant for
such payment shall furnish to the Company and to the Trustee such
security or indemnity as they may require to save them harmless
and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Debenture and of the ownership thereof.

Every Debenture issued pursuant to the provisions of this
Section in substitution for any Debenture which is mutilated,
destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Debenture shall be found at
any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all other Debentures of the same series duly issued
hereunder. All Debentures shall be held and owned upon the
express condition that the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debentures, and shall preclude (to the
extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their
surrender.

SECTION 2.08. All Debentures surrendered for the purpose
of payment, redemption, exchange or registration of transfer
shall, if surrendered to the Company or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered to
the Trustee, shall be canceled by it, and no Debentures shall be
issued in lieu thereof except as expressly required or permitted
by any of the provisions of this Indenture. On request of the
Company, the Trustee shall deliver to the Company canceled
Debentures held by the Trustee. In the absence of such request
the Trustee may dispose of canceled Debentures in accordance with
its standard procedures. If the Company shall otherwise acquire
any of the Debentures, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness
represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.09. Nothing in this Indenture or in the
Debentures, express or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties
hereto and the holders of the Debentures, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the
Debentures.<PAGE>
<PAGE>9

SECTION 2.10. So long as any of the Debentures of any
series remain outstanding there may be an Authenticating Agent
for any or all such series of Debentures which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate
Debentures of such series issued upon exchange, transfer or
partial redemption thereof, and Debentures so authenticated shall
be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the
authentication of Debentures of any series by the Trustee shall
be deemed to include authentication by an Authenticating Agent
for such series except for authentication upon original issuance
or pursuant to Section 2.07 hereof. Each Authenticating Agent
shall be acceptable to the Company and shall be a corporation
which has a combined capital and surplus, as most recently
reported or determined by it, of $50 million, and which is
otherwise authorized under such laws to conduct a trust business
and is subject to supervision or examination by federal or state
authorities. If at any time any Authenticating Agent shall cease
to be eligible in accordance with these provisions, it shall
resign immediately.

Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company.
The Trustee may at any time (and upon request by the Company
shall) terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of
eligibility of any Authenticating Agent, the Trustee may appoint
an eligible successor Authenticating Agent acceptable to the
Company. Any successor Authenticating Agent, upon acceptance of
its appointment hereunder, shall become vested with all the
rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

SECTION 2.11. (a) If the Company shall establish pursuant
to Section 2.01 that the Debentures of a particular series are
to be issued as a Global Debenture, then the Company shall
execute and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Debenture which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Debentures
of that series, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the
Trustee to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11
of the Indenture, this Debenture may be transferred, in whole but
not in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository."

(b) Notwithstanding the provisions of Section 2.05 and
except as set forth in Section 2.11(c) or (d), the Global
Debenture of a series may be transferred, in whole but not in
part and in the manner provided in Section 2.05, only to another
nominee of the Depository for that series, a successor
Depository for that series selected or approved by the Company
or a nominee of that successor Depository.

(c) (i) An interest in any Global Debenture shall be
exchangeable at the option of the beneficial owner of
such interest in such Global Debenture for a definitive
Debenture or Debentures registered in the name of any
holder other than the Depository or its nominee at any
time following issuance of such Global Debenture.

(ii) A beneficial owner of an interest in any Global
Debenture desiring to exchange such beneficial interest
for a definitive Debenture or Debentures shall instruct
the Depository, through the Depository's direct or
indirect participants or otherwise, to request such
exchange on such beneficial owner's behalf and to
provide a written order containing registration
instructions to the Trustee. Upon receipt by the
Trustee of electronic or written instructions from the
Depository on behalf of such beneficial owner, the
Trustee shall cause, in accordance with the standing
instructions and procedures existing between the
Trustee and the Depository, the aggregate principal
amount of such Global Debenture to be reduced by the
principal amount of such beneficial interest so
exchanged and shall appropriately reflect such
reduction of the aggregate principal amount of this
Global Debenture as described in paragraph (iii) of
this Section 2.11(c). Following such reduction, the
Trustee shall authenticate and deliver to such
beneficial owner of the transferee, as the case may be,
a definitive Debenture or Debentures previously
executed by the Company as described in Section 2.05(a)
and registered in such names and authorized
denominations as the Depository, pursuant to such
instructions of the beneficial owner, shall instruct
the Trustee.

(iii) Upon any exchange of a portion of any Global
Debenture for a definitive Debenture or Debentures, the
Debenture Registrar shall reflect the reduction of the
principal amount of such Global Debenture by the
principal amount of such beneficial interest so
exchanged on the Debenture Register. Until exchanged
in full for definitive Debentures, such Global
Debenture shall in all respects be entitled to the same
benefits under the Indenture as the definitive
Debentures authenticated and delivered hereunder.
<PAGE>
<PAGE>10

(d) (i) If and so long as the Debentures of any series are
issued as a Global Debenture, any definitive Debenture
or Debentures of such series shall be exchangeable at
the option of the registered holder thereof for a
beneficial interest in such Global Debenture at any
time following the exchange of such Global Debenture
for such definitive Debenture or Debentures pursuant
to Section 2.11(c).

(ii) A registered holder of a definitive Debenture or
Debentures desiring to exchange such definitive
Debenture or Debentures for a beneficial interest in
such Global Debenture shall instruct the Depository,
through the Depository's direct or indirect
participants or otherwise, to request such exchange on
such registered holder's behalf and to provide a
written order containing registration instructions to
the Trustee. Upon receipt by the Trustee of electronic
or written instructions from the Depository, and upon
presentation to the Trustee of such definitive
Debenture or Debentures, the Trustee shall cause, in
accordance with the standing instructions and
procedures existing between the Trustee and the
Depository, the aggregate principal amount of such
Global Debenture to be increased by the principal
amount of such definitive Debenture or Debentures so
exchanged and shall appropriately reflect such increase
of the aggregate principal amount of the Global
Debenture as described in paragraph (iii) of this
Section 2.11(d).

(iii) Upon any exchange of a definitive Debenture
or Debentures for a beneficial interest in such Global
Debenture, the Debenture Registrar shall reflect the
increase of the principal amount of such Global
Debenture by the principal amount of such definitive
Debenture or Debentures so exchanged on the Debenture
Register.

(e) If at any time the Depository for a series of
Debentures notifies the Company that it is unwilling or unable
to continue as Depository for that series or if at any time the
Depository for that series shall no longer be registered or in
good standing under the Exchange Act or other applicable statute
or regulation and a successor Depository for that series is not
appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the
case may be, this Section 2.11 shall no longer apply to the
Debentures of that series and the Company will execute and,
subject to Section 2.05, the Trustee will authenticate and
deliver Debentures of that series in definitive registered form
without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Debenture of that series in exchange for such Global Debenture.
In addition, the Company may at any time determine that the
Debentures of any series shall no longer be represented by a
Global Debenture and that the provisions of this Section 2.11
shall no longer apply to the Debentures of that series. In that
event the Company will execute and, subject to Section 2.05, the
Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver
Debentures of that series in definitive registered form without
coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Debenture of such series in exchange for such Global Debenture.
Upon the exchange of the Global Debenture for such Debentures in
definitive registered form without coupons, in authorized
denominations, the Global Debenture shall be canceled by the
Trustee. Such Debentures in definitive registered form issued
in exchange for the Global Debenture pursuant to this Section
2.11(c) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct
the Debenture Registrar. The Trustee shall deliver such
Debentures to the Depository for delivery to the persons in whose
names such Debentures are so registered.

ARTICLE THREE
Redemption of Debentures and Sinking Fund Provisions

SECTION 3.01. The Company may redeem the Debentures of any
series issued hereunder on and after the dates and in accordance
with the terms established for that series pursuant to Section
2.01 hereof.

SECTION 3.02. (a) In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a
portion of the Debentures of any series in accordance with the
right reserved so to do, it shall give notice of such redemption
to holders of the Debentures of the series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 60 days before the date
fixed for redemption of that series to such holders at their last
addresses as they shall appear upon the Debenture Register. Any
notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly
to give such notice to the holder of any Debenture of any series
designated for redemption in whole or in part, or any defect in
the notice, shall not affect the validity of the proceedings for
the redemption of any other Debentures of that series or any
other series. In the case of any redemption of Debentures prior
to the expiration of any restriction on such redemption provided
in the terms of such Debentures or elsewhere in this Indenture,
the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.
<PAGE>
<PAGE>11

Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Debentures of
that series are to be redeemed, and shall state that payment of
the redemption price of the Debentures to be redeemed will be
made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and
surrender of such Debentures, that interest accrued to the date
fixed for redemption will be paid as specified in that notice,
that from and after that date interest will cease to accrue, and
that the redemption is for a sinking fund, if such is the case.
If less than all the Debentures of a series are to be redeemed,
the notice to the holders of Debentures of that series to be
redeemed shall specify the particular Debentures to be so
redeemed. In case any Debenture is to be redeemed in part only,
the notice which relates to such Debenture shall state the
portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of
such Debenture, a new Debenture or Debentures of that series in
principal amount equal to the unredeemed portion thereof will be
issued.

(b) The Company shall give the Trustee at least 45 days'
advance notice of the date fixed for redemption (unless shorter
notice shall be required by the Trustee) as to the aggregate
principal amount of Debentures of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion
and which may provide for the selection of a portion or portions
(equal to $25 or any integral multiple thereof) of the principal
amount of such Debentures of a denomination larger than $25, the
Debentures to be redeemed and shall thereafter promptly notify
the Company in writing of the numbers of the Debentures to be
redeemed.

The Company may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its President
or any Vice President, instruct the Trustee or any paying agent
to call all or any part of the Debentures of a particular series
for redemption and to give notice of redemption in the manner set
forth in this Section, such notice to be in the name of the
Company or its own name as the Trustee or such paying agent may
deem advisable. In any case in which notice of redemption is to
be given by the Trustee or any such paying agent, the Company
shall deliver or cause to be delivered to, or permit to remain
with, the Trustee or such paying agent, as the case may be, such
Debenture Register, transfer books or other records, or suitable
copies or extracts therefrom, sufficient to enable the Trustee
or such paying agent to give any notice by mail that may be
required under the provisions of this Section.

SECTION 3.03. (a) If the giving of notice of redemption
shall have been completed as above provided, the Debentures or
portions of Debentures of the series to be redeemed specified in
such notice shall become due and payable on the date and at the
place stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption,
and interest on such Debentures or portions of Debentures shall
cease to accrue on and after the date fixed for redemption,
unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such
Debenture or portion thereof. On presentation and surrender of
such Debentures on or after the date fixed for redemption at the
place of payment specified in the notice, such Debentures shall
be paid and redeemed at the applicable redemption price for such
series, together with interest accrued thereon to the date fixed
for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such
date shall be payable to the registered holder at the close of
business on the applicable record date pursuant to Section 2.03).

(b) Upon presentation of any Debenture of such series which
is to be redeemed in part only, the Company shall execute, the
Trustee shall authenticate and the office or agency where the
Debenture is presented shall deliver to the holder thereof, at
the expense of the Company, a new Debenture or Debentures of the
same series, of authorized denominations in principal amount
equal to the unredeemed portion of the Debenture so presented.

SECTION 3.04. The provisions of Sections 3.04, 3.05 and
3.06 shall apply to any sinking fund for the retirement of
Debentures of a series, except as otherwise specified as
contemplated by Section 2.01 for Debentures of that series.

The minimum amount of any sinking fund payment provided for
by the terms of Debentures of any series is herein referred to
as a "mandatory sinking fund payment," and any payment in excess
of such minimum amount provided for by the terms of Debentures
of any series is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Debentures of any
series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking
fund payment shall be applied to the redemption of Debentures of
any series as provided for by the terms of Debentures of that
series.

SECTION 3.05. The Company (i) may deliver Outstanding
Debentures of a series (other than any previously called for
redemption) and (ii) may apply as a credit Debentures of a series
which have been redeemed either at the election of the Company
pursuant to the terms of such Debentures or through the
application of permitted optional sinking fund payments pursuant
to the terms of such Debentures, in each case in satisfaction <PAGE>
<PAGE>12

of all or any part of any sinking fund payment with respect to
the Debentures of such series required to be made pursuant to the
terms of such Debentures as provided for by the terms of that
series; provided that such Debentures have not been previously
so credited. Such Debentures shall be received and credited for
such purpose by the Trustee at the redemption price specified in
such Debentures for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 3.06. Not less than 45 days prior to each sinking
fund payment date for any series of Debentures, the Company will
deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by delivering and crediting
Debentures of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers'
Certificate, deliver to the Trustee any Debentures to be so
delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Debentures to be
redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice
having been duly given, the redemption of such Debentures shall
be made upon the terms and in the manner stated in Section 3.03.

ARTICLE FOUR
Particular Covenants of the Company

The Company covenants and agrees for each series of the
Debentures as follows:

SECTION 4.01. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any) and
interest on the Debentures of that series at the time and place
and in the manner provided herein and established with respect
to such Debentures.

SECTION 4.02. So long as any series of the Debentures
remains outstanding, the Company agrees to maintain an office or
agency in the Borough of Manhattan, the City and State of New
York (which, unless changed, shall be a corporate trust office
or agency of the Trustee), with respect to each such series and
at such other location or locations as may be designated as
provided in this Section 4.02, where (i) Debentures of that
series may be presented for payment, (ii) Debentures of that
series may be presented as hereinabove authorized for
registration of transfer and exchange and (iii) notices and
demands to or upon the Company in respect of the Debentures of
that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency
until the Company shall, by written notice signed by its
President or a Vice President and delivered to the Trustee,
designate some other office or agency for such purposes or any
of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, notices and demands.

SECTION 4.03. (a) If the Company shall appoint one or more
paying agents, other than the Trustee, for all or any series of
the Debentures, the Company will cause each such paying agent to
execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of
this Section, that it will:

(1) hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or
interest on the Debentures of that series (whether such sums
have been paid to it by the Company or by any other obligor
of such Debentures) in trust for the benefit of the persons
entitled thereto;

(2) give the Trustee notice of any failure by the
Company (or by any other obligor of such Debentures) to make
any payment of the principal of (and premium, if any) or
interest on the Debentures of that series when the same
shall be due and payable;

(3) at any time during the continuance of any failure
referred to in the preceding paragraph (a)(2) above, upon
the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent; and

(4) perform all other duties of paying agent as set
forth in this Indenture.

(b) If the Company shall act as its own paying agent with
respect to any series of the Debentures, it will, on or before
each due date of the principal of (and premium, if any) or
interest on Debentures of that series, set aside, segregate and
hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Debentures of that series until such
sums <PAGE>
<PAGE>13

shall be paid to such persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of such action, or
any failure (by it or any other obligor on such Debentures) to
take such action. Whenever the Company shall have one or more
paying agents for any series of Debentures, it will, prior to
each due date of the principal of (and premium, if any) or
interest on any Debentures of that series, deposit with the
paying agent a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due, such sum to be held in trust
for the benefit of the persons entitled to such principal,
premium or interest, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

(c) Anything in this Section to the contrary
notwithstanding, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of Section
11.06 and (ii) the Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for
any other purpose, pay, or direct any paying agent to pay, to the
Trustee all sums held in trust by the Company or such paying
agent, such sums to be held by the Trustee upon the same terms
and conditions as those upon which such sums were held by the
Company or such paying agent; and, upon such payment by any
paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such sums.

SECTION 4.04. The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.

SECTION 4.05. The Company will not, while any of the
Debentures remain outstanding, consolidate with, merge into,
merge into itself or sell or convey all or substantially all of
its property to any other company, unless the provisions of
Article Ten hereof are complied with.

SECTION 4.06. 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, or the
Company shall have given notice of its selection of an extended
interest payment period as provided in the Indenture and such
period, or any extension thereof, shall be continuing, the
Company will not, until all defaulted interest on the Debentures
and all interest accrued on the Debentures during an extended
interest payment period and all principal and premium, if any,
then due and payable on the Debentures shall have been paid in
full, (i) declare, set aside or pay any dividend or distribution
on any capital 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 Section.

ARTICLE FIVE
Debentureholders' Lists and Reports by the Company
and the Trustee

SECTION 5.01. The Company will furnish or cause to be
furnished to the Trustee (a) on a monthly basis on each regular
record date (as defined in Section 2.03) a list, in such form as
the Trustee may reasonably require, of the names and addresses
of the holders of each series of Debentures as of such regular
record date; provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after
the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, no such list need
be furnished for any series for which the Trustee shall be the
Debenture Registrar.

SECTION 5.02. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Debentures contained
in the most recent list furnished to it as provided in Section
5.01 and as to the names and addresses of holders of Debentures
received by the Trustee in its capacity as Debenture Registrar
(if acting in such capacity).<PAGE>
<PAGE>14

(b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

(c) In case three or more holders of Debentures of a series
(hereinafter referred to as "applicants") apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Debenture for a period of at least six
months preceding the date of such application, and such
application states that the applicants desire to communicate with
other holders of Debentures of that series or holders of all
Debentures with respect to their rights under this Indenture or
under such Debentures, and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business Days after
the receipt of such application, at its election, either:

(1) afford to such applicants access to the
information preserved at the time by the Trustee in
accordance with the provisions of Section 5.02(a); or

(2) inform such applicants as to the approximate
number of holders of Debentures of such series or of all
Debentures, as the case may be, whose names and addresses
appear in the information preserved at the time by the
Trustee, in accordance with the provisions of Section
5.02(a), and as to the approximate cost of mailing to such
Debentureholders the form of proxy or other communication,
if any, specified in such application.

(d) If the Trustee shall elect not to afford such
applicants access to such information, the Trustee shall, upon
the written request of such applicants, mail to each holder of
that series or of all Debentures, as the case may be, whose name
and address appears in the information preserved at the time by
the Trustee in accordance with the provisions of Section 5.02(a),
a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the
Securities and Exchange Commission (the "Commission"), together
with a copy of the material to be mailed, a written statement to
the effect that, in the opinion of the Trustee, such mailing
would be contrary to the best interests of the holders of
Debentures of that series or of all Debentures, as the case may
be, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall
enter an order so declaring, the Trustee shall mail copies of
such material to all such Debentureholders with reasonable
promptness after the entry of such order and the renewal of such
tender; otherwise, the Trustee shall be relieved of any
obligation or duty to such applicants respecting their
application.

(e) Each and every holder of the Debentures, by receiving
and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee nor any paying agent nor
any Debenture Registrar shall be held accountable by reason of
the disclosure of any such information as to the names and
addresses of the holders of Debentures in accordance with the
provisions of Section 5.02(c), regardless of the source from
which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material
pursuant to a request made under Section 5.02(c).

SECTION 5.03. (a) The Company covenants and agrees to file
with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; or, if the
Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to
time in such rules and regulations.

(b) The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants
provided for in this Indenture as may be required from time to
time by such rules and regulations. Delivery of such reports,
documents and information to the Trustee under this subsection
(b) and Section 5.03(a) is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive
notice of any information contained therein or determinable from
information contained therein, including the Company's compliance
with any of the covenants hereunder.
<PAGE>
<PAGE>15

(c) The Company covenants and agrees to transmit by mail,
first-class postage prepaid, or reputable overnight delivery
service which provides for evidence of receipt, to the
Debentureholders, as their names and addresses appear upon the
Debenture Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and
reports required to be filed by the Company pursuant to Section
5.03(a) and (b) as may be required by rules and regulations
prescribed from time to time by the Commission.

(d) The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any
of the Debentures are outstanding, or on or before such other day
in each calendar year as the Company and the Trustee may from
time to time agree upon, a Certificate as to his or her knowledge
of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this subsection (d), such
compliance shall be determined without regard to any period of
grace or requirement of notice provided under this Indenture.

(e) The Company covenants and agrees, during any calendar
year in which original issue discount has accrued on Outstanding
Debentures, to file with the Trustee promptly at the end of each
such calendar year a written notice specifying the amount of
original issue discount (including daily rates and accrual
periods) accrued on Outstanding Debentures as of the end of such
year.

SECTION 5.04. (a) On or before July 15 in each year in
which any of the Debentures are outstanding, the Trustee shall
transmit by mail, first-class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the
Debenture Register, a brief report dated as of the preceding May
15, with respect to any of the following events which may have
occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

(1) any change to its eligibility under Section 7.09,
and its qualifications under Section 7.08;

(2) the creation of or any material change to a
relationship specified in paragraphs (1) through (10) of
Section 7.08(c);

(3) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and
for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Debentures, on any property
or funds held or collected by it as Trustee if such advances
so remaining unpaid aggregate more than 1/2 of 1% of the
principal amount of the Debentures outstanding on the date
of such report;

(4) any change to the amount, interest rate and
maturity date of all other indebtedness owing by the
Company, or by any other obligor on the Debentures, to the
Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as
collateral security therefor, except any indebtedness based
upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4) or (6) of 7.13(b);

(5) any change to the property and funds, if any,
physically in the possession of the Trustee as such on the
date of such report;

(6) any release, or release and substitution, of
property subject to the lien, if any, of this Indenture (and
the consideration thereof, if any) which it has not
previously reported;

(7) any additional issue of Debentures which the
Trustee has not previously reported; and

(8) any action taken by the Trustee in the performance
of its duties under this Indenture which it has not
previously reported and which in its opinion materially
affects the Debentures or the Debentures of any series,
except any action in respect of a default, notice of which
has been or is to be withheld by it in accordance with the
provisions of Section 6.07.

(b) The Trustee shall transmit by mail, first-class postage
prepaid, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, a brief report with respect
to the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making
thereof) made by the Trustee as such since the date of the last
report transmitted pursuant to the provisions of subsection
(a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture), for
the reimbursement of which it claims or may claim a lien or
charge prior to that of the Debentures of any series on property
or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this <PAGE>
<PAGE>16

subsection if such advances remaining unpaid at any time
aggregate more than 10% of the principal amount of Debentures of
such series outstanding at such time, such report to be
transmitted within 90 days after such time.

(c) A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with
the Company, with each stock exchange upon which any Debentures
are listed (if so listed) and also with the Commission. The
Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

ARTICLE SIX
Remedies of the Trustee and Debentureholders
on Event of Default

SECTION 6.01. (a) Whenever used herein with respect to
Debentures of a particular series, "Event of Default" means any
one or more of the following events which has occurred and is
continuing:

(1) default in the payment of any installment of
interest upon any of the Debentures of that series, as and
when the same shall become due and payable, and continuance
of such default for a period of 10 days;

(2) default in the payment of the principal of (or
premium, if any, on) any of the Debentures of that series
as and when the same shall become due and payable, whether
at maturity, upon redemption, by declaration or otherwise,
or in any payment required by any sinking or analogous fund
established with respect to that series;

(3) failure on the part of the Company duly to observe
or perform any other of the covenants or agreements on the
part of the Company with respect to that series contained
in such Debentures or otherwise established with respect to
that series of Debentures pursuant to Section 2.01 hereof
or contained in this Indenture (other than a covenant or
agreement which has been expressly included in this
Indenture solely for the benefit of one or more series of
Debentures other than such series) for a period of 90 days
after the date on which written notice of such failure,
requiring the same to be remedied and stating that such
notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or
certified mail, or to the Company and the Trustee by the
holders of at least 25% in principal amount of the
Debentures of that series at the time outstanding;

(4) a decree or order by a court having jurisdiction
in the premises shall have been entered adjudging the
Company a bankrupt or insolvent, or approving as properly
filed a petition seeking liquidation or reorganization of
the Company under the Federal Bankruptcy Code or any other
similar applicable federal or state law, and such decree or
order shall have continued unvacated and unstayed for a
period of 90 days; 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

(5) 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.

(b) In each and every such case, the Company shall file
with the Trustee written notice of the occurrence of any Event
of Default within five Business Days of the Company's becoming
aware of any such Event of Default, and unless the principal of
all the Debentures of that series shall have already become due
and payable, either the Trustee or the holders of not less than
25% in aggregate principal amount of the Debentures of that
series then outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by such Debentureholders),
may declare the principal of all the Debentures of that series
to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Debentures of that
series or established with respect to that series pursuant to
Section 2.01 hereof to the contrary notwithstanding.
<PAGE>
<PAGE>17

(c) The provisions of subsection (b) of this Section,
however, are subject to the condition that if, at any time after
the principal of the Debentures of that series shall have been
so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debentures of that series
and the principal of (and premium, if any, on) any and all
Debentures of that series which shall have become due otherwise
than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Debentures of
that series to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.06, and any and all
defaults under the Indenture, other than the nonpayment of
principal on Debentures of that series which shall not have
become due by their terms, shall have been remedied or waived as
provided in Section 6.06, then and in every such case the holders
of a majority in aggregate principal amount of the Debentures of
that series then outstanding, by written notice to the Company
and to the Trustee, may rescind and annul such declaration and
its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall impair
any right consequent thereon.

(d) In case the Trustee shall have proceeded to enforce any
right with respect to Debentures of that series under this
Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee
shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such
proceedings had been taken.

SECTION 6.02. (a) The Company covenants that (1) in case
default shall be made in the payment of any installment of
interest on any of the Debentures of a series, or and such
default shall have continued for a period of 10 Business Days,
or (2) in case default shall be made in the payment of the
principal of (or premium, if any, on) any of the Debentures of
a series when the same shall have become due and payable, whether
upon maturity of the Debentures of a series or upon redemption
or upon declaration or otherwise, or in any payment required by
any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable,
then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Debentures of that
series, the whole amount that then shall have become due and
payable on all such Debentures for principal (and premium, if
any) or interest, or both, as the case may be, with interest upon
the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum
expressed in the Debentures of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the
Trustee under Section 7.06.

(b) In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or
other obligor upon the Debentures of that series and collect in
the manner provided by law out of the property of the Company or
other obligor upon the Debentures of that series wherever
situated the moneys adjudged or decreed to be payable.

(c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement,
composition or other judicial proceedings affecting the Company,
any other obligor on such Debentures or the creditors or property
of either, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by
the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Debentures of such
series allowed for the entire amount due and payable by the
Company or such other obligor under the Indenture at the date of
institution of such proceedings and for any additional amount
which may become due and payable by the Company or such other
obligor after such date, and to collect and receive any moneys
or other property payable or deliverable on any such claim, and
to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.06; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by
each of the holders of Debentures of that series to make such
payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such payments directly to such
Debentureholders, to pay to the Trustee any amount due it under
Section 7.06.

(d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to
Debentures of that series, may be enforced by the Trustee without
the possession of any of such Debentures, or the production
thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and <PAGE>
<PAGE>18

any recovery of judgment shall, after provision for payment to
the Trustee of any amounts due under Section 7.06, be for the
ratable benefit of the holders of the Debentures of that series.

In case of an Event of Default hereunder, the Trustee may
in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either at law, in equity in
bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid
of the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize, consent to, accept or adopt on behalf of
any Debentureholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debentures of that series
or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Debentureholder in any
such proceeding.

SECTION 6.03. Any moneys collected by the Trustee pursuant
to Section 6.02 with respect to a particular series of Debentures
shall be applied in the order following, at the date or dates
fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest,
upon presentation of the several Debentures of that series, and
stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of
collection and of all amounts payable to the Trustee
under Section 7.06;

SECOND: To the payment of the amounts then due
and unpaid upon Debentures of that series for
principal (and premium, if any) and interest, in
respect of which or for the benefit of which such money
has been collected, ratably, without preference or
priority of any kind, according to the amounts due and
payable on such Debentures for principal (and premium,
if any) and interest, respectively; and

THIRD: To the Company.

SECTION 6.04. No holder of any Debenture of any series
shall have any right by virtue or by availing of any provision
of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given
to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to Debentures of that series
specifying such Event of Default, as hereinbefore provided, and
unless also the holders of not less than 25% in aggregate
principal amount of the Debentures of such series then
outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as
trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby, and
the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; it being understood and intended, and
being expressly covenanted by the taker and holder of every
Debenture of that series with every other such taker and holder
and the Trustee, that no one or more holders of Debentures of
that series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any
other of such Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided
and for the equal, ratable and common benefit of all holders of
Debentures of that series. For the protection and enforcement
of the provisions of this Section, each and every Debentureholder
and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Debenture to receive
payment of the principal of (and premium, if any) and interest
on such Debenture, as therein provided, on or after the
respective due dates expressed in such Debenture (or in the case
of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective
dates or redemption date, shall not be impaired or affected
without the consent of such holder.

SECTION 6.05. (a) All powers and remedies given by this
Article to the Trustee or to the Debentureholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive
of any others thereof or of any other powers and remedies
available to the Trustee or the holders of the Debentures, by
judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such
Debentures.
<PAGE>
<PAGE>19

(b) No delay or omission of the Trustee or of any holder
of any of the Debentures to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid
shall impair any such right or power, or shall be construed as
a waiver of any such default or an acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the
Debentureholders may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the
Debentureholders.

SECTION 6.06. The holders of a majority in aggregate
principal amount of the Debentures of any series at the time
outstanding, determined in accordance with Section 8.04, shall
have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with
respect to that series; provided, however, that such direction
shall not be in conflict with any rule of law or with this
Indenture or unduly prejudicial to the rights of holders of
Debentures of any other series at the time outstanding determined
in accordance with Section 8.04 not parties thereto. Subject to
the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee,
determine that the proceeding so directed might involve the
Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Debentures of all series at the
time outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the
Debentures of that series waive any past default in the
performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to that series
and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on, any of the
Debentures of that series as and when the same shall become due
by the terms of such Debentures or a call for redemption of
Debentures of that series, which default may be waived by the
unanimous consent of the holders affected. Upon any such waiver,
the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the
holders of the Debentures of that series shall be restored to
their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series,
transmit by mail, first class postage prepaid, to the holders of
Debentures of that series, as their names and addresses appear
upon the Debenture Register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall
have been cured or waived before the giving of such notice (the
term "defaults" for the purposes of this Section being hereby
defined to be the events specified in subsections (1), (2), (3),
(4) and (5) of Section 6.01(a), not including any grace periods
provided for therein and irrespective of the giving of notice
provided for by subsection (3) of Section 6.01(a)); provided,
that, except in the case of default in the payment of the
principal of (or premium, if any) or interest on any of the
Debentures of that series or in the payment of any sinking fund
installment established with respect to that series, the Trustee
shall be protected in withholding such notice if and so long as
the board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is
in the interests of the holders of Debentures of that series;
provided further, that in the case of any default of the
character specified in Section 6.01(a)(3) with respect to
Debentures of that series, no such notice to the holders of the
Debentures of that series shall be given until at least 30 days
after the occurrence thereof.

The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under Section 6.01(a)(1) or (a)(2)
as long as the Trustee is acting as paying agent for such series
of Debentures or (ii) any default as to which the Trustee shall
have received written notice or a Responsible Officer charged
with the administration of this Indenture shall have actual
knowledge or obtained written notice.

SECTION 6.08. All parties to this Indenture agree, and each
holder of any Debentures by his or her acceptance thereof shall
be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit
instituted by the Trustee, any suit instituted by any
Debentureholder, or group of Debentureholders, holding more than
10% in aggregate principal amount of the outstanding Debentures
of any series, or any suit instituted by any Debentureholder for
the enforcement of the payment of the principal of (or premium,
if any) or interest on any Debenture of such series, on or after
the respective due dates expressed in such Debenture or
established pursuant to this Indenture.

ARTICLE SEVEN
Concerning the Trustee

SECTION 7.01. (a) The Trustee, prior to the occurrence of
an Event of Default with respect to Debentures of a series and
after the curing of all Events of Default with respect to
Debentures of that series which <PAGE>
<PAGE>20

may have occurred, shall undertake to perform with respect to
Debentures of that series such duties and only such duties as
are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee.
In case an Event of Default with respect to Debentures of a
series has occurred (which has not be cured or waived), the
Trustee shall exercise with respect to Debentures of that series
such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a
prudent individual would exercise or use under the circumstances
in the conduct of his or her own affairs.

(b) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct,
except that:

(1) prior to the occurrence of an Event of
Default with respect to Debentures of a series and
after the curing and waiving of all such Events of
Default with respect to that series which may have
occurred:

(i) the duties and obligations of the
Trustee shall with respect to Debentures of that
series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable
with respect to Debentures of that series except for
the performance of such duties and obligations as are
specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into
this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part
of the Trustee, the Trustee may with respect to
Debentures of that series conclusively rely, as to the
truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to
the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical
calculations or other facts stated therein);

(2) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer
or Responsible Officers of the Trustee, unless it shall
be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the
holders of not less than a majority in principal amount
of the Debentures of any series at the time outstanding
relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the
Trustee under this Indenture with respect to the
Debentures of that series; and

(4) none of the provisions contained in this
Indenture shall require the Trustee to expend or risk
its own funds or otherwise incur or risk personal
financial liability in the performance of any of its
duties or in the exercise of any of its rights or
powers, if there is reasonable ground for believing
that the repayment of such funds or liability is not
reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is
not reasonably assured to it.

(c) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01.

SECTION 7.02. Except as otherwise provided in Section 7.01:

(a) The Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, security or other paper or document
believed by it to be genuine and to have been signed or presented
by the property party or parties;

(b) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by a Board
Resolution or an instrument signed in the name of the Company by
the President or any Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
(unless other evidence in respect thereof is specifically
prescribed herein);

<PAGE>
<PAGE>21

(c) Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein
specifically prescribed) is entitled to receive and may, in the
absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) The Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of
any action taken or suffered or omitted hereunder in good faith
and in reliance thereon;

(e) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Debentureholders,
pursuant to the provisions of this Indenture, unless such
Debentureholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein
contained shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to a
series of the Debentures (which has not been cured or waived) to
exercise with respect to Debentures of that series such of the
rights and powers vested in it by this Indenture, and to use the
same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of
his own affairs;

(f) If an Event of Default shall have occurred and be
continuing, the Trustee shall be under no obligation to follow
any request, order or direction of the Company if in the
reasonable judgment of the Trustee the following of such request,
order or direction would not be in the best interests of all the
holders;

(g) The Trustee shall not be liable for any action taken
or omitted to be taken by it in good faith and believed by it to
be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;

(h) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, security, or other
papers or documents, unless requested in writing to do so by the
holders of not less than a majority in principal amount of the
outstanding Debentures of the particular series affected thereby
(determined as provided in Section 8.04); provided, however, that
if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities
as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand;

(i) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by
or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder; and

(j) Any application by the Trustee for written instructions
from the Company may, at the option of the Trustee, set forth in
writing any action proposed to be taken or omitted by the Trustee
under this Indenture and the date on and/or after which such
action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action or omission of the
Trustee in accordance with a proposal included in such
application on or after the date specified in such application
(which date shall not be less than three Business Days after the
date any officer of the Company actually receives such
application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to
such application specifying the action to be taken or omitted.

SECTION 7.03. (a) The recitals contained herein and in the
Debentures (other than the Certificate of Authentication on the
Debentures) shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for the correctness of the
same.

(b) The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Debentures.

(c) The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the
proceeds of the Debentures, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision
of this Indenture or established pursuant to Section 2.01, or for
the use or application of any moneys received by any paying agent
other than the Trustee.

<PAGE>
<PAGE>22

SECTION 7.04. The Trustee or any paying agent or Debenture
Registrar, in its individual or any other capacity, may become
the owner or pledgee of Debentures with the same rights it would
have if it were not Trustee, paying agent or Debenture Registrar.

SECTION 7.05. Subject to the provisions of Section 11.06,
all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds
except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

SECTION 7.06. (a) The Company covenants and agrees to pay
to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee may
agree upon (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee, and the Company will
pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly
in its employ) except any such expense, disbursement or advance
as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against,
any loss, damage, claim, liability or expense incurred without
negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself
against any claim of liability in the premises.

(b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the
termination of this Indenture. Such additional indebtedness
shall be a senior lien to that of the Debentures upon all
property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of
particular Debentures, and the Debentures are hereby subordinated
to each such senior lien.

(c) When the Trustee incurs expenses or renders services
in connection with an Event of Default, the expenses (including
the reasonable charges and expenses of its counsel) and
compensation for its services are intended to constitute expenses
of administration under applicable federal or state bankruptcy,
insolvency or similar law.

SECTION 7.07. Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering
or omitting to take any action hereunder, it shall be entitled
to receive, and such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence
of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively provided and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of
this Indenture upon the faith thereof.

SECTION 7.08. If the Trustee has acquired or shall acquire
a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.

SECTION 7.09. There shall at all times be a Trustee with
respect to the Debentures issued hereunder which shall at all
times be a corporation organized and doing business under the
laws of the United States of America or any State or Territory
thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized
under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million dollars, and
subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The
Company may not, nor may any person directly or indirectly
controlling, controlled by, or under common control with the
Company, serve as Trustee. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and
with the effect specified in Section 7.10.

SECTION 7.10. (a) The Trustee or any successor hereafter
appointed may at any time resign with respect to the Debentures
of one or more series by giving written notice thereof to the
Company and by <PAGE>
<PAGE>23

transmitting notice of resignation by mail, first-class postage
prepaid, to the Debentureholders of that series, as their names
and addresses appear upon the Debenture Register. Upon receiving
such notice of resignation, the Company shall promptly appoint
a successor trustee with respect to Debentures of that series
by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed
and have accepted appointment within 30 days after the mailing
of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a
successor trustee with respect to Debentures of that series, or
any Debentureholder of that series who has been a bona fide
holder of a Debenture or Debentures for at least six months may,
subject to the provisions of Section 6.08, on behalf of himself
and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(1) the Trustee shall fail to comply with the
provisions of Section 7.08(a) after written request therefor
by the Company or by any Debentureholder who has been a bona
fide holder of a Debenture or Debentures for at least six
months; or

(2) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and shall
fail to resign after written request therefor by the Company
or by any such Debentureholder; or

(3) the Trustee shall become incapable of acting,
shall be adjudged a bankrupt or insolvent, a receiver of the
Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation,
conservation or liquidation,
then, in any such case, the Company may remove the
Trustee with respect to all Debentures and appoint a successor
trustee by written instrument, in duplicate, executed by order
of the Board of Directors, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the provisions of Section 6.08, unless
the Trustee's duty to resign is stayed as provided herein, any
Debentureholder who has been a bona fide holder of a Debenture
or Debentures for at least six months may, on behalf of himself
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount
of the Debentures of any series at the time outstanding may at
any time remove the Trustee with respect to that series and
appoint a successor trustee.

(d) Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Debentures
of a series pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.

(e) Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Debentures of one
or more series or all of such series, and at any time there shall
be only one Trustee with respect to the Debentures of any
particular series.

SECTION 7.11. (a) In case of the appointment hereunder of
a successor trustee with respect to all Debentures, every such
successor trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers,
and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder, subject to any
prior lien provided for in Section 7.06(b).

(b) In case of the appointment hereunder of a successor
trustee with respect to the Debentures of one or more (but not
all) series, the Company, the retiring Trustee and each successor
trustee with respect to the Debentures of one or more series
shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and
which shall (1) contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Debentures of that or
those <PAGE>
<PAGE>24

series to which the appointment of such successor trustee
relates, (2) contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debentures of
that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and
(3) add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the
part of any other Trustee hereunder; and upon the execution and
delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall with respect
to the Debentures of that or those series to which the
appointment of such successor trustee relates have no further
responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee
under this Indenture, and each such successor trustee, without
any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debentures of that or those series to which
the appointment of such successor trustee relates; but, on
request of the Company or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee
hereunder with respect to the Debentures of that or those series
to which the appointment of such successor trustee relates.

(c) Upon request of any such successor trustee or retiring
Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to
in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor trustee shall accept its appointment
unless at the time of such acceptance such successor trustee
shall be qualified and eligible under this Article.

(e) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall transmit notice
of the succession of such trustee hereunder by mail, first-class
postage prepaid, to the Debentureholders, as their names and
addresses appear upon the Debenture Register. If the Company
fails to transmit such notice within 10 days after acceptance
of appointment by the successor trustee, the successor trustee
shall cause such notice to be transmitted at the expense of the
Company.

SECTION 7.12. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of
Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. In case any Debentures
shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debentures so authenticated with
the same effect as if such successor Trustee had itself
authenticated such Debentures.

SECTION 7.13. If and when the Trustee shall become a
creditor of the Company (or any other obligor upon the
Debentures), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims
against the Company (or any other obligor upon the Debentures).

ARTICLE EIGHT
Concerning the Debentureholders

SECTION 8.01. Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in
aggregate principal amount of the Debentures of a particular
series may take any action (including the making any demand or
request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking
any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced
by any instrument or any number of instruments of similar tenor
executed by such holders of Debentures of that series in person
or by agent or proxy appointed in writing.

If the Company shall solicit from the Debentureholders of
any series any request, demand, authorization, direction, notice,
consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers' Certificate, fix in advance a record
date for that series for the determination of Debentureholders
entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record
date, but only the Debentureholders of record at the close of
business on the record date shall be deemed to be
Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of outstanding
Debentures of that series have <PAGE>
<PAGE>25

authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Debentures of that
series shall be computed as of the record date; provided that no
such authorization, agreement or consent by such Debentureholders
on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not
later than six months after the record date.

SECTION 8.02. Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Debentureholder
(such proof will not require notarization) or his, her or its
agent or proxy and proof of the holding by any person of any of
the Debentures shall be sufficient if made in the following
manner:

(a) the fact and date of the execution by any such
person of any instrument may be proved in any reasonable
manner acceptable to the Trustee;

(b) the ownership of Debentures shall be proved by the
Debenture Register of such Debentures or by a certificate
of the Debenture Registrar thereof; or

SECTION 8.03. Prior to the due presentment for registration
of transfer of any Debenture, the Company, the Trustee, any
paying agent and any Debenture Registrar may deem and treat the
person in whose name such Debenture shall be registered upon the
books of the Company as the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and
notwithstanding any notice of ownership or writing thereon made
by anyone other than the Debenture Registrar) for the purpose of
receiving payment of or on account of the principal of and
premium, if any, and (subject to Section 2.03) interest on such
Debenture and for all other purposes; and neither the Company nor
the Trustee nor any paying agent nor any Debenture Registrar
shall be affected by any notice to the contrary.

SECTION 8.04. At any time the Debentures are held by any
holder other than PacifiCorp Delaware, L.P., a Delaware limited
partnership, in determining whether the holders of the requisite
aggregate principal amount of Debentures of a particular series
have concurred in any direction, consent or waiver under this
Indenture, Debentures of that series which are owned by the
Company or any other obligor on the Debentures of that series or
by any person directly or indirectly controlling or controlled
by or under common control with the Company or any other obligor
on the Debentures of that series shall be disregarded and deemed
not to be outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or
waiver, only Debentures of such series which the Trustee actually
knows are so owned shall be so disregarded. Debentures so owned
which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Debentures and that the
pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice
of counsel shall be full protection to the Trustee.

SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Debentures of a particular
series specified in this Indenture in connection with such
action, any holder of a Debenture of that series which is shown
by the evidence to be included in the Debentures the holders of
which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Debenture. Except as aforesaid, any such action taken by the
holder of any Debenture shall be conclusive and binding upon such
holder and upon all future holders and owners of such Debenture,
and of any Debenture issued in exchange therefor, on registration
of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such
Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures of a
particular series specified in this Indenture in connection with
such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Debentures of that series.

ARTICLE NINE
Supplemental Indentures

SECTION 9.01. In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when
authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect), without the consent of
the Debentureholders, for one or more of the following purposes:
<PAGE>
<PAGE>26

(a) to evidence the succession of another corporation
to the Company, and the assumption by any such successor of
the covenants of the Company contained herein or otherwise
established with respect to the Debentures;

(b) to add to the covenants of the Company such
further covenants, restrictions, conditions or provisions
for the protection of the holders of the Debentures of all
or any series as the Board of Directors and the Trustee
shall consider to be for the protection of the holders of
Debentures of all or any series, and to make the occurrence,
or the occurrence and continuance, of a default in any of
such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to
that series permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such
additional covenant, restriction, condition or provision,
such supplemental indenture may provide for a particular
period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults),
may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such
default or may limit the right of the holders of a majority
in aggregate principal amount of the Debentures of such
series to waive such default;

(c) to cure any ambiguity or to correct or supplement
any provision contained herein or in any supplemental
indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to
matters or questions arising under this indenture as shall
not be inconsistent with the provisions of this Indenture
and shall not adversely affect the interests of the holders
of the Debentures of any series; or

(d) to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination
shall become effective only when there is no Debenture
outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision.

The Trustee is hereby authorized to join with the Company
in the execution of any such supplemental indenture, and to make
any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture
or otherwise.

Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee
without the consent of the holders of any of the Debentures at
the time outstanding, notwithstanding any of the provisions of
Section 9.02.

SECTION 9.02. With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Debentures of each series
affected by such supplemental indenture or indentures at the time
outstanding, the Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in
effect) for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, this
Indenture or of any supplemental indenture or of modifying in any
manner the rights of the holders of the Debentures of that
series under this Indenture; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any
Debentures of any series, reduce the principal amount thereof,
reduce the rate or extend the time of payment of interest thereon
or reduce any premium payable upon the redemption thereof,
without the consent of the holder of each Debenture so affected
or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of each Debenture
then outstanding and affected thereby.

Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of Debentureholders required to consent thereto as
aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may
in its discretion but shall not be obligated to enter into such
supplemental indenture.

It shall not be necessary for the consent of the
Debentureholders of any series affected thereby under this
Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.
<PAGE>
<PAGE>27

Promptly after the execution by the Company and the Trustee
of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first-class postage
prepaid, a notice, setting forth in general terms the substance
of such supplemental indenture, to the Debentureholders of all
series affected thereby as their names and addresses appear upon
the Debenture Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

SECTION 9.03. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to that
series, be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the
Trustee, the Company and the holders of Debentures of the series
affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

SECTION 9.04. Debentures of any series, affected by a
supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form
meets the requirements of any exchange upon which such series may
be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Debentures of
that series so modified as to conform, in the opinion of the
Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in
exchange for the Debentures of that series then outstanding.

SECTION 9.05. The Trustee, subject to the provisions of
Section 7.01, is entitled to receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for
the Trustee under the provisions of this Article to join in the
execution thereof.

ARTICLE TEN
Consolidation, Merger and Sale

SECTION 10.01. Nothing contained in this Indenture or in any
of the Debentures shall prevent any consolidation or merger of
the Company with or into any other corporation or corporations
(whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor
or successors shall be a party or parties, or shall prevent any
sale, conveyance, transfer or other disposition of the property
of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether
or not affiliated with the Company or its successor or
successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any
such consolidation, merger, sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of
(premium, if any) and interest on all of the Debentures of all
series in accordance with the terms of each series, according to
their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with
respect to each series or established with respect to each
series pursuant to Section 2.01 to be kept or performed by the
Company, shall be expressly assumed, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act
as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged,
or by the entity which shall have acquired such property.

SECTION 10.02. (a) In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the
principal of and premium, if any, and interest on all of the
Debentures of all series outstanding and the due and punctual
performance of all of the covenants and conditions of this
Indenture or established with respect to each series of the
Debentures pursuant to Section 2.01 to be performed by the
Company with respect to each series, such successor corporation
shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein as the party of the
first part, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture
and the Debentures, except the provisions of Section 7.06 to the
extent such provisions relate to matters occurring before any
such consolidation, merger, sale, conveyance, transfer or other
disposition. Such successor corporation thereupon may cause to
be signed, and may issue either in its own name or in the name
of the Company or any other predecessor obligor on the
Debentures, any or all of the Debentures issuable hereunder which
theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor
company, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any <PAGE>
<PAGE>28

Debentures which previously shall have been signed and delivered
by the officers of the predecessor Company to the Trustee for
authentication, and any Debentures which such successor
corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Debentures so issued shall
in all respects have the same legal rank and benefit under this
Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such
Debentures had been issued at the date of the execution hereof.

(b) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition, such changes in
phraseology and form (but not in substance) may be made in the
Debentures thereafter to be issued as may be appropriate.

(c) Nothing contained in this Indenture or in any of the
Debentures shall prevent the Company from merging into itself or
acquiring by purchase or otherwise all or any part of the
property of any other corporation (whether or not affiliated with
the Company).

SECTION 10.03. The Trustee, subject to the provisions of
Section 7.01, is entitled to receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article.

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. If at any time: (a) the Company shall have
delivered to the Trustee for cancellation all Debentures of a
series theretofore authenticated (other than any Debentures which
shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.07) and Debentures
for whose payment money or Governmental Obligations has
theretofore been deposited in trust or segregated and held in
trust by the Company (and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.06); (b)
all such Debentures of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Company shall deposit or
cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations sufficient; or (c)
a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay
at maturity or upon redemption all Debentures of that series not
theretofore delivered to the Trustee for cancellation, including
principal (and premium, if any) and interest due or to become
due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder with respect to that
series by the Company, then this Indenture shall thereupon cease
to be of further effect with respect to such series except for
the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall
survive until the date of maturity or redemption date, as the
case may be, and Sections 7.06 and 11.06 which shall survive to
such date and thereafter, and the Trustee, on demand of the
Company and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

SECTION 11.02. If at any time all such Debentures of a
particular series not heretofore delivered to the Trustee for
cancellation or which have not become due and payable as
described in Section 11.01 shall have been paid by the Company
by depositing irrevocably with the Trustee as trust funds moneys
or an amount of Governmental Obligations sufficient to pay at
maturity or upon redemption all such Debentures of that series
not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption,
as the case may be, and if the Company shall also pay or cause
to be paid all other sums payable hereunder by the Company with
respect to that series, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with
the Trustee the obligations of the Company under this Indenture
with respect to such series shall cease to be of further effect
except for the provisions of Sections 2.05, 2.07, 4.02, 7.06,
7.10 and 11.06 hereof which shall survive until such Debentures
shall mature and be paid. Thereafter, sections 7.06 and 11.05
shall survive. The release of the Company from its obligations
under this Indenture, as provided for in this Section 11.02,
shall be subject to the further condition that the Company first
shall have caused to be delivered to the Trustee an Opinion of
Counsel to the effect that Debentureholders of a series with
respect to which a deposit has been made in accordance with this
Section 11.02 will not realize income, gain or loss for federal
income tax purposes as a result of such deposit and release, and
will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if
such deposit and release had not occurred.

<PAGE>
<PAGE>29

SECTION 11.03. If, in addition to satisfying the conditions
set forth in Section 11.01 or 11.02 (except for the requirement
of an Opinion of Counsel), the Company delivers to the Trustee
an Opinion of Counsel to the effect that (a) the Company has
received from, or there has been published by, the Internal
Revenue Service a ruling or (b) since the date of this Indenture
there has been a change in applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Debentureholders of a series
with respect to which a deposit has been made in accordance with
Section 11.01 or 11.02 will not realize income, gain or loss for
federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income
tax on the same amount, in the same manner and at the same times,
as would have been the case if such deposit, defeasance and
discharge had not occurred and (c) the deposit shall not result
in the Company, the Trustee or the trust being deemed an
"investment company" under the Investment Company Act of 1940,
as amended, then, in such event, the Company will be deemed to
have paid and discharged the entire indebtedness on that series
and the holder thereof shall thereafter be entitled to receive
payment solely from the trust fund described above.

SECTION 11.04. All moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the
particular series of Debentures for the payment or redemption of
which such moneys or Governmental Obligations have been deposited
with the Trustee.

SECTION 11.05. In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions
of this Indenture shall, upon demand of the Company, be paid to
the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys or
Governmental Obligations.

SECTION 11.06. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by
the Company, in trust for payment of principal of or premium or
interest on the Debentures of a particular series that are not
applied but remain unclaimed by the holders of such Debentures
for at least two years after the date upon which the principal
of (and premium, if any) or interest on such Debentures shall
have respectively become due and payable, shall, upon written
notice from the Company, be repaid to the Company on May 31 of
each year or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee
shall be released from all further liability with respect to such
moneys or Governmental Obligations, and the holder of any of the
Debentures entitled to receive such payment shall thereafter, as
an unsecured general creditor, look only to the Company for the
payment thereof.

ARTICLE TWELVE
Immunity of Incorporators, Stockholders, Officers
and Directors

SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Debenture, or
for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of
any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture
and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Company or
of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or
implied therefrom; and that any and all such personal liability
of every name and nature, either at common law, in equity or by
constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Debentures.

ARTICLE THIRTEEN
Miscellaneous Provisions

SECTION 13.01. All the covenants, stipulations, promises and
agreements in this Indenture contained by or on behalf of the
Company shall bind its successors and assigns, whether so
expressed or not.

<PAGE>
<PAGE>30

SECTION 13.02. Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

SECTION 13.03. Except as otherwise expressly provided
herein, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Debentures to or on the Company may
be given or served by being deposited first-class postage prepaid
in a post-office letter box addressed (until another address is
filed in writing by the Company with the Trustee), as follows:
PacifiCorp, 700 NE Multnomah, Suite 1600, Attention: Richard T.
O'Brien. Any notice, election, request or demand by the Company
or any Debentureholder to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given
or made in writing at the Corporate Trust Office of the Trustee.

SECTION 13.04. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with
the laws of that State, without regard to the conflicts of laws
principles thereof.

SECTION 13.05. (a) Upon any application or demand by the
Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent
have been complied with, except that in the case of any such
application or demand as to which the furnishing of such
documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance
with a condition or covenant in this Indenture (other than the
certificate provided pursuant to Section 5.03(d) of this
Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; (3)
a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such person, such condition or
covenant has been complied with.

SECTION 13.06. Simultaneously with the execution of this
Indenture, the Company shall deliver to the Trustee an Opinion
of Counsel stating that, in the opinion of such counsel, (a) this
Indenture has been duly authorized by and lawfully executed and
delivered on behalf of the Company, is in full force and effect
and is legal, valid and binding upon the Company in accordance
with its terms, except to the extent limited by bankruptcy,
insolvency, reorganization or other laws affecting creditors'
rights and (b) the Debentures have been authorized, executed and
delivered by the Company and constitute legal, valid and binding
obligations of the Company in accordance with their terms.

SECTION 13.07. Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an Officers'
Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Debenture or the date
of redemption of any Debenture shall not be a Business Day then
payment of interest or principal (and premium, if any) may be
made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal
date.

SECTION 13.08. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties
imposed by operation of Section 3.18(c) of the Trust Indenture
Act, such imposed duties shall control.

SECTION 13.09. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same
instrument.

SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Debentures of any series
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Indenture or of such Debentures, but this Indenture and such
Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.

SECTION 13.11. The Company will have the right at all times
to assign any of its rights or obligations under this Indenture
to a direct or indirect wholly-owned subsidiary of the Company;
provided that, in the event <PAGE>
<PAGE>31

of any such assignment, the Company will remain liable for all
such obligations. Subject to the foregoing, the Indenture is
binding upon and inures to the benefit of the parties thereto and
their respective successors and assigns. The Indenture may not
otherwise be assigned by the parties thereto.

SECTION 13.12. The parties intend that, for each holder of
a Debenture and each person that acquires a beneficial ownership
interest in a Debenture, such Debentures shall constitute
indebtedness for purposes of United States federal, state and
local taxes.

ARTICLE FOURTEEN
Subordination of Debentures

SECTION 14.01. The Company covenants and agrees, and each
holder of Debentures issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article Fourteen; and
each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound
by such provisions.

The payment of the principal of and premium, if any, and
interest on all Debentures issued hereunder shall, to the extent
and in the manner hereinafter set forth, be subordinated and
junior in right of payment to the prior payment in full of all
Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

No provision of this Article Fourteen shall prevent the
occurrence of any default or Event of Default hereunder.

SECTION 14.02. In the event and during the continuation of
any default in the payment of principal, premium, interest or any
payment due on any Senior Indebtedness continuing beyond the
period of grace, if any, specified in the instrument evidencing
such Senior Indebtedness (and the Trustee has received written
notice thereof from the Company or one or more holders of Senior
Indebtedness or their representative or representatives or a
trustee), unless and until such default shall have been cured or
waived or shall have ceased to exist, and in the event that the
maturity of any Senior Indebtedness has been accelerated because
of a default (and the Trustee has received written notice thereof
from the Company or one or more holders of Senior Indebtedness
or their representative or representatives or a trustee), then
no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of or
premium, if any, or interest on the Debentures.

In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any holder when such
payment is prohibited by the preceding paragraph of this Section
14.02, such payment shall be held in trust for the benefit of,
and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any of
such Senior Indebtedness may have been issued, as their
respective interests may appear, but only to the extent that the
holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days
of such payment of the amounts then due and owing on the Senior
Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of Senior Indebtedness.

SECTION 14.03. Upon any payment by the Company, or
distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any
dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due
or to become due upon all Senior Indebtedness shall first be paid
in full, or payment thereof provided for in money in accordance
with its terms, before any payment is made on account of the
principal (and premium, if any) or interest on the Debentures;
and upon any such dissolution, winding-up, liquidation or
reorganization, any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash,
property or securities, to which the holders of the Debentures
or the Trustee would be entitled, except for the provisions of
this Article Fourteen, shall be paid by the Company, by any
receiver, trustee in bankruptcy, liquidating trustee, agent or
other person making such payment or distribution, by the holders
of the Debentures or by the Trustee under this Indenture if
received by them or it directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay all Senior
Indebtedness in full, in money or money's worth, after giving
effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness, before any payment or
distribution is made to the holders of Debentures or to the
Trustee.

<PAGE>
<PAGE>32

In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, prohibited
by the foregoing, shall be received by the Trustee or the holders
of the Debentures before all Senior Indebtedness is paid in full,
or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the
holders of Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior
Indebtedness may have been issued, as their respective interests
may appear, as calculated by the Company, for application to the
payment of Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior
Indebtedness.

For purposes of this Article Fourteen, the words, "cash,
property or securities" shall not be deemed to include shares of
stock of the Company as reorganized or readjusted, or securities
of the Company or any other corporation provided for by a plan
of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article
Fourteen with respect to the Debentures to the payment of all
Senior Indebtedness which may at the time be outstanding;
provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of the Senior
Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided for in Article
Ten hereof shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section
14.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Ten hereof. Nothing in Section
14.02 or in this Section 14.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

SECTION 14.04. Subject to the payment in full of all Senior
Indebtedness, the rights of the holders of the Debentures shall
be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness
until the principal of (and premium, if any) and interest on the
Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which
the holders of the Debentures or the Trustee would be entitled
except for the provisions of this Article Fourteen, and no
payment over pursuant to the provisions of this Article Fourteen,
to or for the benefit of the holders of Senior Indebtedness by
holders of the Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness,
and the holders of the Debentures, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness. It is
understood that the provisions of this Article Fourteen are and
are intended solely for the purposes of defining the relative
rights of the holders of the Debentures, on the one hand, and the
holders of the Senior Indebtedness on the other hand.

Nothing contained in this Article Fourteen or elsewhere in
this Indenture or in the Debentures is intended to or shall
impair, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debentures the
principal of (and premium, if any) and interest on the Debentures
as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the
Company other than the holders of the Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the
holder of any Debenture from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article Fourteen of the
holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such
remedy.

Upon any payment or distribution of assets of the Company
referred to in this Article Fourteen, the Trustee, subject to the
provision of Section 7.01, and the holders of the Debentures
shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy,
liquidation trustee, agent or other person making such payment
or distribution, delivered to the Trustee or to the holders of
the Debentures, for the purposes of ascertaining the persons
entitled to participate in such distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the
amount hereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to
this Article Fourteen.

SECTION 14.05. Each holder of a Debenture by acceptance
thereof authorizes and directs the Trustee in his, her or its
behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Fourteen
and appoints the Trustee his attorney-in-fact for any and all
such purposes.<PAGE>
<PAGE>33

SECTION 14.06. The Company shall give prompt written notice
to a Responsible Officer of the Trustee of any fact known to the
Company which would prohibit the making of any payment of monies
to or by the Trustee or paying agent in respect of the Debentures
pursuant to the provisions of this Article Fourteen.
Notwithstanding the provisions of this Article Fourteen or any
other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would
prohibit the making of any payment of monies to or by the Trustee
or paying agent in respect of the Debentures pursuant to the
provisions of this Article Fourteen, unless and until a
Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office of the Trustee from
the Company or a holder or holders of Senior Indebtedness or from
any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Section 7.01,
shall be entitled in all respects to assume that no such facts
exist; provided that if the Trustee shall not have received the
notice provided for in this Section 14.06 at least two Business
Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any)
or interest on any Debenture), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be
affected by any notice to the contrary which may be received by
it within two Business Days prior to such date.

The Trustee, subject to the provisions of Section 7.01,
shall be entitled to rely on the delivery to it of a written
notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish
that such notice has been given by a holder of Senior
Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of
any person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Fourteen,
the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, the extent to which such person
is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such person under this
Article Fourteen, and if such evidence is not furnished the
Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such
payment.

SECTION 14.07. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article Fourteen
in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this
Article Fourteen, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into
this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and, subject to the provisions of Section 7.01, the
Trustee shall not be liable to any holder of Senior Indebtedness
if it shall pay over or deliver to holders of Debentures, the
Company or any other person money or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this
Article Fourteen or otherwise.

SECTION 14.08. No right of any present or future holder of
any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any
act or failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to the
Trustee or the holders of the Debentures, without incurring
responsibility to the holders of the Debentures and without
impairing or releasing the subordination provided in this Article
or the obligations hereunder of the holders of the Debentures to
the holders of Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior
Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness;
(iii) release any person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other person.

The Bank of New York, as Trustee, hereby accepts the trusts
in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.
<PAGE>
<PAGE>34

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

PACIFICORP

By: RICHARD T. O'BRIEN, VICE PRESIDENT
----------------------------------
Richard T. O'Brien, Vice President

Attest:

By: SALLY A. NOFZIGER, SECRETARY
-----------------------------
Sally A. Nofziger, Secretary

THE BANK OF NEW YORK
as Trustee

By: VIVIAN GEORGES
-----------------------------------
Its: Assistant Vice President

Attest:

By: PAUL SCHMALZEL
----------------------------
Its: Assistant Treasurer

STATE OF OREGON )
) ss.
COUNTY OF MULTNOMAH )

On May 25, 1995 before me personally appeared Richard T.
O'Brien and Sally A. Nofziger personally known to me or proved
to me on the basis of satisfactory evidence to be the persons
whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their
authorized capacities, and that by their signatures on the
instrument the persons, or the entity upon behalf of which the
persons acted, executed the instrument.

Witness my hand and official seal.

SHERYL LEE STRATTON
- -------------------------------
Signature of Notary Public
My Commission Expires: 5/25/96
<PAGE>
<PAGE>35

STATE OF ________________)
) ss.
COUNTY OF _______________)

On this day of May 26, 1995 before me personally appeared
Vivian Georges and Paul Schmalzel proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

Witness my hand and official seal.

TIMOTHY J. SHEA
- ------------------------------
Signature of Notary Public
My Commission Expires: 5/5/96

<PAGE>

Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Amendment No. 1
to Registration Statement No. 33-58569 of PacifiCorp on Form S-
4 of our reports dated February 17, 1995 (March 9, 1995 as to
the agreement to acquire the minority interest in Pacific
Telecom, Inc. described in Note 1), which express an
unqualified opinion and includes an explanatory paragraph
relating to changes adopted in accounting for income taxes and
other postretirement benefits, appearing in and incorporated by
reference in the Annual Report on Form 10-K of PacifiCorp for
the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.

DELOITTE & TOUCHE LLP

Portland, Oregon
June 8, 1995