BONNEVILLE PACIFIC CORP
8-K, 1998-07-23
COGENERATION SERVICES & SMALL POWER PRODUCERS
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Vernon L. Hopkinson (3656)
Daniel J. Torkelson (4426)
Julie A. Bryan (4805)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
Telephone:  (801) 532-2666
General Counsel for the Trustee

Martin J. Bienenstock
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Special Plan Counsel for the Trustee

              IN THE UNITED STATES BANKRUPTCY COURT
                    FOR THE DISTRICT OF UTAH
                        CENTRAL DIVISION

- -------------------------------------------------------------
                              )
In re                         )
                              )    Bankruptcy No. 91A-27701
BONNEVILLE PACIFIC            )    (Chapter 11)
CORPORATION,                  )
                              )    (Honorable John H. Allen)
          Debtor.             )
                              )
- -------------------------------------------------------------


      DISCLOSURE STATEMENT (AMENDED) FOR TRUSTEE'S AMENDED 
 CHAPTER 11 PLAN FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION 
                          DATED APRIL 22, 1998
                                                         
<PAGE>



                          TABLE OF CONTENTS

I.     INTRODUCTION . . . . . . . . . . . . . . . . . . . .  9

II.    SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND
          INTERESTS UNDER THE PLAN. . . . . . . . . . . . . 16

III.   ASSETS OF BONNEVILLE PACIFIC CORPORATION . . . . . . 19

          A.   Assets (as of December 31, 1997) . . . . . . 20
          B.   General Discussion Concerning Current Assets 20
               1.   Introduction. . . . . . . . . . . . . . 20
               2.   Cash. . . . . . . . . . . . . . . . . . 20
               3.   Accounts and Other Receivables. . . . . 21
               4.   Real Property . . . . . . . . . . . . . 22
               5.   Miscellaneous Contingent Assets . . . . 23
               6.   Estimated Value of Existing Businesses. 24
               7.   Cash at BNC and BPSC. . . . . . . . . . 26

IV.    GENERAL DISCUSSION CONCERING LIABILITIES,
          CLASSIFICATIONS AND TREATMENT UNDER THE PLAN. . . 27
          A.   Introduction . . . . . . . . . . . . . . . . 27
          B.   Secured Claims . . . . . . . . . . . . . . . 28
          C.   Administrative and Priority Claims . . . . . 28
               1.   Other Priority Claims (Class 1) . . . . 28
               2.   Post-Petition Taxes . . . . . . . . . . 28
               3.   Other Administrative Claims . . . . . . 30
               4.   Plan Treatment. . . . . . . . . . . . . 31
          D.   Bank Debt (Class 2). . . . . . . . . . . . . 32
          E.   Trade and Other Debt (Class 3) . . . . . . . 32
          F.   Debenture Claims (Class 4) . . . . . . . . . 34
          G.   Prepetition Selling Debenture Claims 
                 (Class 5). . . . . . . . . . . . . . . . . 34
          H.   Post-petition Selling Debenture Claims 
                  (Class 6) . . . . . . . . . . . . . . . . 36
          I.   Limited Partner Claims (Class 7) . . . . . . 39
          J.   Deeply Subordinated Claims (Class 8) . . . . 41
          K.   Section 510(b) Equity Claims (Class 9) . . . 41
          L.   Cigna Claim - Class 10 . . . . . . . . . . . 45
          M.   Equity Interests (Existing Common Stock)
                  (Class 11). . . . . . . . . . . . . . . . 45
          N.   Discretionary Notes and Halcyon Payment. . . 46
          O.   Impaired (Class 5 through 10) and Unimpaired
                  (Class 1 through 4 and 11) Classes. . . . 48

                                                         Page 2
<PAGE>

V.     ESTIMATED VALUATION OF PLAN COMMON STOCK . . . . . . 48

VI.    FURTHER DISCUSSION OF THE TERMS OF THE PLAN. . . . . 55
          A.   Further Discussion Concerning Current 
                  Debenture Claims (Class 4). . . . . . . . 55
          B.   Further Discussion Concerning Deeply 
                  Subordinated Claims (Class 8) . . . . . . 57
          C.   CIGNA Claim (Class 10) . . . . . . . . . . . 58
          D.   Equity Interests (Existing Common Stock)
                  (Class 11). . . . . . . . . . . . . . . . 59
          E.   Post-Petition Interest (Classes 1, 2, 3 
                  And 4). . . . . . . . . . . . . . . . . . 62
          F.   Consistent Claim Calculation . . . . . . . . 66
          G.   Subordination of Classes 5, 6, 7, 8, 9, 
                  and 10. . . . . . . . . . . . . . . . . . 67
          H.   Division Between Classes 9, 10 and 11. . . . 68
          I.   Reverse Stock Split. . . . . . . . . . . . . 68
          J.   Gohler Class Action Litigation . . . . . . . 71
          K.   Certain Miscellaneous Provisions . . . . . . 72
               1.   Jurisdiction. . . . . . . . . . . . . . 72
               2.   Executory Contracts . . . . . . . . . . 73
               3.   Discharge of all Debts and Related 
                       Injunction . . . . . . . . . . . . . 74
               4.   Warranty by Claimants of Entitlement
                       to Distributions . . . . . . . . . . 75
               5.   Revesting . . . . . . . . . . . . . . . 76
               6.   Two (2) Year Period to Receive 
                       Distributions. . . . . . . . . . . . 76
               7.   Claim Objections, Late Claims or 
                       Amended Claims . . . . . . . . . . . 77
               8.   Debtor's Business Records and Other 
                       Documents. . . . . . . . . . . . . . 77
               9.   ERISA Compliance. . . . . . . . . . . . 78
               10.  Administrative Claim Bar Date . . . . . 78
               11.  Cash in Lieu of Small Stock 
                       Distribution . . . . . . . . . . . . 78
               12.  Whole Shares of Plan Common Stock . . . 79
               13.  Surrender of Debentures or Instruments. 79
               14.  United States Trustee Fees; 28 U.S.C.
                       Section 1930(a)(6) . . . . . . . . . 79

VII.   BONNEVILLE PACIFIC CORPORATION:  PRIOR TO 
          BANKRUPTCY (1980 TO DECEMBER 5, 1991) . . . . . . 80
          A.   Introduction . . . . . . . . . . . . . . . . 80
          B.   Bonneville Pacific Corporation Organization
                  And Prepetition Public Offerings. . . . . 80
          C.   Prepetition Operations . . . . . . . . . . . 82
          D.   Portland General's Entrance, Exit and the 
                  Filing of Bonneville's Bankruptcy 
                  Petition. . . . . . . . . . . . . . . . . 84
          E.   Prepetition Management Compensation and 
                  Other Transfers . . . . . . . . . . . . . 86
               1.   The Bonneville Insiders . . . . . . . . 86
               2.   Other Officers. . . . . . . . . . . . . 87
               3.   Executive Compensation. . . . . . . . . 89

                                                         Page 3
<PAGE>

               4.   Severance Payments. . . . . . . . . . . 89
               5.   The ESOP. . . . . . . . . . . . . . . . 90
               6.   Other Transfers to Bonneville Insiders. 91
               7.   Transfers to Professionals. . . . . . . 92

VIII.  BONNEVILLE PACIFIC CORPORATION:  THE DEBTOR-IN-
          POSSESSION (DECEMBER 5, 1991 TO JUNE 12 1992) . . 93
          A.   Overview . . . . . . . . . . . . . . . . . . 93
          B.   Employment of Professionals. . . . . . . . . 94
          C.   Major Events During the Debtor-in-
                  possession's Term . . . . . . . . . . . . 95
          D.   The Debtor-in-possession's Asset Valuation
                  And Chapter 11 Plan . . . . . . . . . . .101
          E.   Professional Fees and Expenses . . . . . . .104

IX.    BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE APPOINTMENT
          OF AN EXAMINER AND THEN A TRUSTEE . . . . . . . .106
          A.   Overview . . . . . . . . . . . . . . . . . .106
          B.   Appointment of the Examiner. . . . . . . . .107
          C.   The Examiner's Report. . . . . . . . . . . .108
          D.   Appointment of the Trustee . . . . . . . . .108

X.     THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S 
          BANKRUPTCY ESTATE (JUNE 12, 1992 AND THEREAFTER).109
          A.   The Trustee. . . . . . . . . . . . . . . . .109
          B.   Summary of Bonneville's Financial Condition
                  At the Time of the Trustee's Appointment.110
          C.   Summary of Bonneville's Current Financial 
                  Condition . . . . . . . . . . . . . . . .111
          D.   Employment of Professionals. . . . . . . . .112
          E.   Dispositions of Interests in Subsidiaries 
                  and Partnerships. . . . . . . . . . . . .116
               1.   Yuma Project. . . . . . . . . . . . . .118
               2.   Lehi Project. . . . . . . . . . . . . .118
               3.   Island Park Project . . . . . . . . . .119
               4.   Koyle Ranch Project . . . . . . . . . .119
               5.   BP Associates, Fulcrum Inc. and Black 
                       Canyon Project . . . . . . . . . . .120
               6.   Felt Dam Project. . . . . . . . . . . .120
               7.   Recomp. . . . . . . . . . . . . . . . .120
               8.   Martin Creek Project. . . . . . . . . .121
               9.   Mammoth Lake Geothermal Project . . . .121
               10.  American Atlas Project. . . . . . . . .123
               11.  Sacramento Cogeneration Project (SMUD).123
               12.  Santa Maria Project . . . . . . . . . .123
               13.  Westinghouse Financed Projects:  BWETA,
                       Dinuba, Tamarack . . . . . . . . . .124

                                                         Page 4
<PAGE>

               14.  Watsonville Project . . . . . . . . . .125
               15.  Pigeon Cove Project . . . . . . . . . .125
               16.  Ravenscroft Project . . . . . . . . . .125
               17.  Long Sault Project. . . . . . . . . . .126
               18.  NCA #2. . . . . . . . . . . . . . . . .126
          F.   Disposition of Other Assets. . . . . . . . .127
          G.   Collection of Miscellaneous Assets . . . . .128
          H.   Remaining Businesses . . . . . . . . . . . .128
               1.   Bonneville Fuels, Corp. . . . . . . . .129
               2.   Bonneville Nevada Corporation . . . . .130
               3.   Bonneville Pacific Service Company, 
                       Inc. . . . . . . . . . . . . . . . .134
               4.   Kyocera Project . . . . . . . . . . . .135
          I.   Litigation:  SEGAL (TRUSTEE) V. PORTLAND 
                  GENERAL ET. AL. (United States District
                  Court for the District of Utah, Case No.
                  92-C-364J and Cases Severed Therefrom or
                  Related Thereto). . . . . . . . . . . . .136
          J.   Litigation:  Other . . . . . . . . . . . . .142
          K.   Cooperation with Federal Prosecutors 
                  Concerning Insiders . . . . . . . . . . .143
          L.   Fees and Costs Paid to the Trustee's 
                  Professionals . . . . . . . . . . . . . .144

XI.    FUTURE BUSINESS OF THE REORGANIZED DEBTOR. . . . . .147
          A.   Business Plan Prepared by Current 
                  Management. . . . . . . . . . . . . . . .147
          B.   Current Management . . . . . . . . . . . . .150
          C.   Management of the Reorganized Debtor . . . .152

XII.   CERTAIN RISK FACTORS . . . . . . . . . . . . . . . .153

XIII.  LIQUIDATION ALTERNATIVE. . . . . . . . . . . . . . .158

XIV.   SECURITIES LAW CONSIDERATIONS. . . . . . . . . . . .162
          A.   The Securities To Be Issued Under The Plan .164
               1.   Initial Issuance of Stock To Creditors.164
               2.   Resales or Transfers of Plan 
                       Securities . . . . . . . . . . . . .164
          B.   Securities Registration, Quotation and 
                  Listing . . . . . . . . . . . . . . . . .167
               1.   Registration and Reporting. . . . . . .167
               2.   Limited Market For Securities Issued
                       Under the Plan . . . . . . . . . . .168

XV.    CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.169
          A.   Consequences to Holders of Allowed Claims
                  And Interestholders . . . . . . . . . . .170
               1.   Holders of Allowed Claims in Classes
                       1 through 4 and Class 8. . . . . . .170
               2.   Holders of Allowed Claims in Classes
                       5 and 6. . . . . . . . . . . . . . .171
               3.   Holders of Allowed Claims in Class 7. .171

                                                         Page 5
<PAGE>

               4.   Holders of Allowed Claims in Class 9. .171
               5.   Holders of Allowed Cigna Claim in 
                       Class 10 . . . . . . . . . . . . . .172
               6.   Holders of Equity Interests in 
                       Class 11 . . . . . . . . . . . . . .172
               7.   Treatment of Interest . . . . . . . . .172
               8.   Disputed Claims Reserve . . . . . . . .173
          B.   Backup Withholding . . . . . . . . . . . . .173
          C.   Consequences to Debtor . . . . . . . . . . .174
               1.   Utilization of Built-In Losses. . . . .174
               2.   Consolidated Return Items . . . . . . .176

XVI.   VOTING PROCEDURES AND REQUIREMENTS . . . . . . . . .176
          A.   Ballots and Voting Deadlines . . . . . . . .176
          B.   Parties in Interest Entitled to Vote . . . .179
          C.   Vote Required For Class Acceptance . . . . .181

XVII.  CONFIRMATION AND CONSUMMATION PROCDURE . . . . . . .182
          A.   Confirmation Hearing . . . . . . . . . . . .182
          B.   Requirements for Confirmation of the Plan. .183
               1.   Unsecured Claims. . . . . . . . . . . .184
               2.   Equity Interests. . . . . . . . . . . .184
          C.   Effect of Confirmation Order . . . . . . . .185
          D.   Consummation . . . . . . . . . . . . . . . .185

XVIII. CONCLUSION . . . . . . . . . . . . . . . . . . . . .185

                                                         Page 6
<PAGE>

                          LIST OF EXHIBITS


Exhibit     Description of Exhibit

  1         The Trustee's Chapter 11 Plan for the Estate of Bonneville 
            Pacific Corporation dated April 22, 1998 with its attachments.  
            Exhibits to the Plan are:

            Plan Exhibit    Description of Exhibit

                "A"         List of Allowed Other Priority Claims (Class 1)

                "B"         List of Allowed Bank Debt Claims (Class 2)

                "C"         List of Allowed Trade and Other Claims (Class 3)

                "D"         List of Allowed Prepetition Selling Debenture 
                            Claims as uniformly calculated by the Trustee 
                            (Class 5)

                "E"         List of Post-petition Selling Debenture Claims as
                            uniformly calculated by the Trustee and Allowed 
                            (limited) in the Plan (Class 6) 


                "F"         List of Limited Partner Claims as uniformly 
                            calculated by the Trustee and Allowed (limited) 
                            in the Plan (Class 7)

                "G"         List of Allowed Deeply Subordinated Claims (Class 
                            8)

                "H"         List of Allowed Section 510(b) Equity Claims 
                            of Claimants who purchased and sold Existing 
                            Common Stock as uniformly calculated by the 
                            Trustee (Class 9)

                "I"         List of Allowed Section 510(b) Equity Claims 
                            of Claimants who purchased Existing Common 
                            Stock and have not reported stock as sold as 
                            uniformly calculated by the Trustee (Class 9)

                "J"         Discretionary Notes

                "K"         List of Executory Contracts or Unexpired Leases 
                            to be Assumed (if any) 

  2         Valuation by Bear Stearns & Co., Inc. concerning estimated value 
            of the Debtor's and its subsidiaries' operating businesses

  3         Business Plan Prepared by Current Management

<PAGE>

  4         Orders of Bankruptcy Court entered on July 2, 1998, approving the
            Disclosure Statement and dealing with other matters including, 
            but not limited to, the Court's temporary allowance of certain 
            Claims for voting purposes due to the Trustee's objection to 
            and/or motion to estimate certain Claims as set forth in the Plan

  5         List from Debtor-in-possessions' Statement of Affairs of 
            prepetition businesses in which the Debtor was a partner or owned
            5% or more of the voting securities


<PAGE>

                       I.  INTRODUCTION

     Roger G. Segal (the "Trustee"), the duly appointed, 
qualified and acting trustee of the Chapter 11 bankruptcy estate 
of Bonneville Pacific Corporation ("Bonneville" or the 
"Debtor") submits this Disclosure Statement pursuant to Section 
1125 of the United States Bankruptcy Code to creditors of 
Bonneville (collectively sometimes referred to as the 
"Creditors" or "Claimants") and to the owners of equity 
securities of Bonneville (sometimes collectively referred to as 
"Interestholders" or "Stockholders" or "Equity Interest 
Holders") in connection with i) solicitation of acceptances or 
rejections from Claimants of the Plan of Reorganization proposed 
by the Trustee dated April 22, 1998, as amended (the "Plan"), 
filed with the United States Bankruptcy Court for the District of 
Utah (the "Bankruptcy Court"), the Honorable John H. Allen, 
United States Bankruptcy Judge, presiding, and ii) the hearing on 
the Confirmation of the Plan currently scheduled for August 26, 
1998 at 9:00 o'clock a.m..  Unless otherwise defined herein, all 
capitalized terms contained in this Disclosure Statement shall 
have the meanings ascribed to them in the Plan.  

     The Bankruptcy Court sagaciously ordered the appointment of 
an independent trustee for Bonneville approximately six (6) 
months after Bonneville originally filed its December 5, 1991 
bankruptcy petition.  Based on the Bankruptcy Court's order, on 
June 12, 1992 the United States Trustee appointed Roger G. Segal 
to serve as the independent trustee for the Debtor, and at all 
times thereafter he has so served.  When the Trustee was 
appointed Bonneville possessed insufficient assets to pay general 
unsecured creditors in full and, therefore, subordinated 
Claimants and Bonneville's Interestholders could anticipate 
little, if any, value or distributions from the Estate.  Now, 
after rehabilitating Bonneville's businesses and 

                                                         Page 9
<PAGE>

obtaining significant litigation recoveries, the Estate possesses 
sufficient assets to pay general unsecured creditors (Classes 1 
through 4) in full with interest, to pay subordinated creditors 
(Classes 5 through 10) a material part of their claims in stock 
in the Reorganized Debtor, and to leave current Interestholders 
(Class 11) with their existing stock which stock now has value.  
FOR A SUMMARY OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND 
INTERESTS UNDER THE PLAN, SEE THE TABLE AT PAGES 18 AND 19 OF 
THIS DISCLOSURE STATEMENT.

     AFTER LENGTHY NEGOTIATIONS BY THE TRUSTEE WITH VARIOUS 
GROUPS OF CLAIMANTS, THE TRUSTEE'S PLAN REPRESENTS AN EFFORT TO 
SUBMIT TO THE BANKRUPTCY COURT AND TO BONNEVILLE'S CREDITORS AND 
INTERESTHOLDERS A REASONABLE COMPROMISE WHICH WOULD FAIRLY 
RESOLVE THE NUMEROUS ISSUES RAISED IN THIS UNIQUE CHAPTER 11 
CASE.  The Trustee believes that an equitable Plan, such as the 
one now being submitted by the Trustee, is in the best interest 
of the Debtor, its creditors and shareholders because such a plan 
permits the Debtor to emerge from bankruptcy protection (and in 
the process resolve all Claims against the Debtor) rather than 
continue to remain in the Chapter 11 proceeding while parties-in-
interest battle one another, in expensive and time-consuming 
litigation, over who is entitled to what portions of Bonneville's 
assets.  During much of 1997 the Trustee negotiated with various 
groups of Creditors and Interestholders in an attempt to reach 
some consensus concerning the terms of a Chapter 11 plan for the 
Debtor.  After protracted negotiations, on December 31, 1997 a 
Conditional Letter Agreement was entered into between the Trustee 
and certain Creditors wherein the Trustee agreed to submit a good 
faith plan which is consistent with the Plan attached hereto.  
MOST OR ALL OF THE CREDITORS (IN TOTAL DOLLAR AMOUNT) IN CLASS 2 
(BANK DEBT), 

                                                         PAGE 10
<PAGE>

CLASS 3 (TRADE DEBT), CLASS 4 (DEBENTURES), CLASS 8 (DEEPLY 
SUBORDINATED) AND CLASS 10 (CIGNA CLAIM) WERE SIGNATORIES TO THE 
CONDITIONAL LETTER AGREEMENT AND, THEREFORE, THE TRUSTEE BELIEVES 
THAT SUCH CREDITORS SUPPORT THIS PLAN.  One of the signatories to 
the Conditional Letter Agreement (Wellhead Electric and 
affiliated parties) also possesses material Claims or Interests 
in Classes 5, 6, 9 and 11.  ACCORDINGLY, IT APPEARS TO THE 
TRUSTEE THAT THE PLAN HAS WIDE SUPPORT AMONG VARIOUS CREDITOR 
GROUPS.  The treatment accorded in the Plan to each Class of 
Creditors and the Interestholders is fair and reasonable.  
THEREFORE, THE TRUSTEE URGES ALL IMPAIRED CREDITORS TO ACCEPT THE 
PLAN.

     Attachments to this Disclosure Statement are copies of the 
following:

          a.  The Trustee's Amended Chapter 11 Plan for the 
Estate of Bonneville Pacific Corporation dated as of April 22, 
1998, with all of its attachments (Exhibit "1");

          b.  Valuation by Bear Stearns & Co., Inc. concerning 
the estimated value of the Debtor's and its subsidiaries' 
operating businesses (Exhibit "2");

          c.  Business Plan Prepared by Current Management 
(Exhibit "3");

          d.  Orders of the Bankruptcy Court, entered on July 2, 
1998, approving this Disclosure Statement and dealing with other 
matters including but not limited to the Court's temporary 
allowance of certain Claims for voting purposes due to the 
Trustee's objection to and/or motion to estimate certain Claims 
as set forth in the Plan (Exhibit "4"); and

          e.  List from Debtor-in-possession's Statement of 
Affairs of prepetition businesses in which the Debtor was a 
partner or owned 5% or more of the voting securities (Exhibit 
"5").

                                                         Page 11
<PAGE>

     In addition, accompanying this Disclosure Statement is the 
FORM OF BALLOT FOR THE ACCEPTANCE OR REJECTION OF THE TRUSTEE'S 
PLAN.

     The purpose of this Disclosure Statement is to set forth 
information that: 1) outlines the prepetition history of 
Bonneville, including its business and the causes underlying 
Bonneville's bankruptcy filing; 2) outlines the events that have 
occurred since the filing of Bonneville's petition for 
bankruptcy; 3) summarizes the Plan; 4) provides information to 
Creditors and Interestholders to assist in making an informed 
decision on whether to vote to accept or reject the Trustee's 
Plan; and 5) provides the Bankruptcy Court with information 
needed to determine whether the Plan complies with the provisions 
of the Bankruptcy Code and should be confirmed.

     On July 1, 1998, after notice and hearing, the Bankruptcy 
Court approved (order entered on July 2, 1998) this Disclosure 
Statement as containing information of a kind and in sufficient 
detail, adequate to enable a hypothetical, reasonable investor 
typical of the Creditors and Interestholders to make an informed 
judgement whether to accept or reject the Trustee's Plan. 
APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, 
CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE 
FAIRNESS OR THE MERITS OF THE PLAN.  

     THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE 
MADE AS OF THE DATE OF THE DISCLOSURE STATEMENT (APRIL 22, 1998), 
UNLESS AN EARLIER TIME IS SPECIFIED HEREIN.  NEITHER DELIVERY OF 
THIS DISCLOSURE STATEMENT NOR ANY EXCHANGE OF RIGHTS MADE IN 
CONNECTION WITH THE PLAN SHALL, UNDER ANY CIRCUMSTANCES, CREATE 
AN IMPLICATION 

                                                         Page 12
<PAGE>

THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN 
SINCE THE DATE OF THIS DISCLOSURE STATEMENT.

     THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR 
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE 
COMMISSION NOR HAS THAT COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

     NEITHER THIS DISCLOSURE STATEMENT NOR THE EXHIBITS TO THIS  
DISCLOSURE STATEMENT MAY BE USED FOR ANY PURPOSE OTHER THAN TO 
DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN.  
NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT OR THE EXHIBITS TO 
THIS DISCLOSURE STATEMENT SHALL CONSTITUTE AN ADMISSION OF ANY 
FACT OR LIABILITY BY ANY PARTY, OR BE DEEMED CONCLUSIVE EVIDENCE 
OF THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION ON 
BONNEVILLE, ITS CREDITORS OR ITS STOCKHOLDERS.

     EACH CREDITOR AND INTERESTHOLDER SHOULD READ THIS DISCLOSURE 
STATEMENT AND THE PLAN IN THEIR ENTIRETY. THIS DISCLOSURE 
STATEMENT ONLY SUMMARIZES THE TERMS OF THE PLAN, BUT THE PLAN 
ITSELF QUALIFIES ALL SUMMARIES.  IF ANY INCONSISTENCY EXISTS 
BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS OF THE 
PLAN CONTROL.

                                                         Page 13
<PAGE>

     CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE 
STATEMENT IS, BY ITS NATURE, FORWARD LOOKING, CONTAINS ESTIMATES 
AND ASSUMPTIONS AND PROJECTIONS THAT MAY PROVE TO BE WRONG OR 
THAT MAY BE MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS OF 
BONNEVILLE'S REORGANIZATION UNDER THE PLAN.  	

     EACH CREDITOR OR STOCKHOLDER SHOULD CONSULT THEIR OWN 
ATTORNEY AND ACCOUNTANT AS TO THE EFFECT OF THE PLAN.   

     Pursuant to the provisions of the Bankruptcy Code, only 
classes of claims or equity interests which are "impaired" 
under the terms and provisions of a reorganization plan are 
entitled to vote to accept or reject a Chapter 11 plan.  For 
purposes of the Trustee's Plan, certain "Senior" unsecured 
Creditors (Classes 1 through 4) and the current Interestholders 
(Class 11) are unimpaired.  Unimpaired Classes are deemed to have 
accepted the Plan.  Although the Trustee's Plan treats Classes 1, 
2, 3, 4, and 11 as unimpaired, as set forth in Article 10.4 of 
the Plan, each holder of a Claim or Interest on the Record Date 
in CLASSES 1, 2, 3, 4 AND 11 SHALL BE ENTITLED TO VOTE in order 
to, among other things, advise the Bankruptcy Court whether the 
Claimants or Interestholders in each Class support (accept) the 
Plan.  Further, if the Bankruptcy Court determines that one or 
more of Classes 1, 2, 3, 4 or 11 are impaired, then the vote of 
such Class shall be counted to determine if such Class has voted 
to accept the Plan.  Certain "Junior" unsecured Creditors 
(Classes 5 through 10) are impaired and, therefore, such Classes 
are entitled to vote on the Trustee's Plan.

     In the event that impaired Classes do not accept the Plan as 
detailed and explained in Section XVI of this Disclosure 
Statement entitled "Voting Procedures and Requirements," the 
Bankruptcy Code 
                                                         Page 14
<PAGE>

permits the Trustee to seek confirmation of the Plan 
notwithstanding rejection of the Plan.  SEE Section XVII of this 
Disclosure Statement entitled "Confirmation and Consummation 
Procedure." The Trustee intends to evaluate the results of the 
balloting and determine whether to seek Confirmation of the Plan 
in the event that any impaired Class or Classes does not vote to 
accept the Plan. The determination as to whether to seek 
Confirmation under such circumstances will be announced before or 
at the Confirmation Hearing.

     After carefully reviewing this Disclosure Statement and the 
Plan, each member of Classes 1 through 11, inclusive, should vote 
on the enclosed Ballot and return the Ballot to the Trustee in 
the envelope provided so that the Ballot is RECEIVED by the 
Trustee by not later than 5:00 p.m. Mountain Daylight Savings 
Time on August 17, 1998.  If you mail your Ballot, you must mail 
it several days before August 17, 1998 so there will be 
sufficient time for the mailed Ballot to be received on or before 
the aforesaid deadline.  Please vote and return your Ballot by 
mail or overnight courier to:

                   Roger G. Segal, Trustee
                   Cohne, Rappaport & Segal, P.C.
                   525 East 100 South, #500
                   Salt Lake City, Utah  84102

(or hand-deliver your Ballot to the Trustee at 525 East 100 
South, Suite 500, Salt Lake City, Utah).

     If you did not receive a Ballot, received a damaged Ballot 
or lost your Ballot, or, if you or any party-in-interest has any 
questions concerning this Disclosure Statement or the Plan, 
please write to the Trustee's general counsel at the address 
shown on the front page of this Disclosure Statement.

                                                         Page 15
<PAGE>

     THE TRUSTEE BELIEVES THAT ACCEPTANCE OF THE PLAN IS IN THE 
BEST INTERESTS OF CREDITORS AND STOCKHOLDERS AND URGES MEMBERS OF 
ALL  CLASSES TO VOTE TO ACCEPT THE PLAN.  

     Pursuant to Section 1128 of the Bankruptcy Code, the 
Bankruptcy Court has scheduled a hearing to consider Confirmation 
of the Plan (the "Confirmation Hearing") on August 26, 1998 at 
9:00 o'clock a.m. in Courtroom 376, United States Courthouse, 350 
South Main Street, Salt Lake City, Utah 84101. The Confirmation 
Hearing may be adjourned or continued from time to time by the 
Bankruptcy Court without further notice except for the 
announcement at the adjournment of the date for the continued 
Confirmation Hearing.

   II.  SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND 
                    INTERESTS UNDER THE PLAN

     The following table (see pages 18 and 19) generally 
summarizes distributions to Creditors and Interestholders under 
the Plan.(1)  The distributions set forth on the following table 
reflect both the face amount of distributions in the form of Cash 
and the projected (estimated) value of the Plan Common Stock to 
be issued and distributed as detailed in the Trustee's Plan.   
The number of shares of Plan Common Stock to be issued pursuant 
to the Plan (and the estimated valuations which serve as the 
basis for the estimated value of the Plan Common Stock), is set 
forth in Sections III, IV and V of this Disclosure Statement.  
The value of the Debtor's assets and, therefore, the value of the 
Plan Common Stock (as it 

- ---------------
(1)  This table is ONLY a summary of the classification and the 
     estimated treatment of Claims and Interests under the Plan. 
     Reference should be made to the entire Disclosure Statement 
     and the Plan for a complete description of the classification 
     and the terms and conditions of the distributions for each 
     Claim or Interest.  If any inconsistency exists between the 
     Plan and this Disclosure Statement, the terms of the Plan 
     control.

<PAGE>
will be established by the Bankruptcy Court at the Confirmation 
Hearing),  ARE GOOD FAITH ESTIMATES ONLY.(2)  Neither the 
Trustee, his Professionals, Bear Stearns, current management, the Debtor 
nor the Reorganized Debtor make any representation or warranty of 
any kind whatsoever, express or implied, regarding the value of 
the Debtor's (or its subsidiaries') existing businesses or the 
value of the Plan Common Stock issued under the Plan.  While the 
Trustee and the Reorganized Debtor will exercise reasonable 
efforts to attempt to list the Reorganized Debtor's common stock 
(which common stock includes both the Existing and Plan Common 
Stock after the one-for-four Reverse Stock Split) on the NASDAQ 
National Market System or the NASDAQ Small Cap Market, there can 
be no assurance that the Reorganized Debtor's common stock will 
trade on a public market or will actually trade at a price equal 
to or near the estimated values set forth herein.(3)  For a 
discussion of the Reverse Stock

- ---------------
(2)  No formal appraisals were used in valuing the Debtor's or its 
     subsidiaries' operating businesses; the Bear Stearns Valuation 
     which is attached hereto as Exhibit "2" is not a formal 
     appraisal.  The value of an operating business is subject to 
     uncertainties and contingencies that are difficult to predict 
     and will fluctuate with changes in factors affecting the 
     financial condition and prospects of each business.  As a 
     result, the estimate of values set forth herein is not 
     necessarily indicative of actual outcomes, which may be 
     significantly more or less favorable than those set forth 
     herein.  Because such estimates are inherently subject to 
     uncertainties, neither the Trustee, his Professionals, the 
     Reorganized Debtor, the Debtor, Bear Stearns, current 
     management nor any other person assumes responsibility for 
     their accuracy.  Depending on the results of the businesses 
     operations or changes in the financial markets, the values for 
     the businesses as of the Confirmation Date may differ from 
     that discussed herein.

(3)  The valuation of any equity securities such as the Plan Common 
     Stock is subject to uncertainties and contingencies, all of 
     which are difficult to predict.  Actual market prices of the 
     Reorganized Debtor's common stock following the Distribution 
     Date (and after the Reverse Stock Split) will depend upon, 
     among other things, the prices at which shares of companies in 
     the same or similar lines of business then trade relative to 
     the earnings of those companies, conditions in the financial 
     markets, the anticipated initial securities-holding period of 
     creditors, some of whom may prefer to liquidate their 
     investment rather than hold it on a long-term basis, and other 
     factors that generally influence the prices of securities.  
     Actual market prices of the Reorganized Debtor's common stock 
     (after the Reverse Stock Split) may also be affected by the 
     Debtor's history in Chapter 11 and/or by other factors not 
     possible to predict.  Accordingly, the value established by 
     the Bankruptcy Court at the Confirmation Hearing for the Plan 
     Common Stock does not purport to be an estimate of the post-
     reorganization market trading value of the Reorganized 
     Debtor's common stock after the Reverse Stock Split.  Such 
     trading value (after the Reverse Stock Split) may be 
     materially different from the value discussed herein or that 
     established by the Bankruptcy Court at the Confirmation 
     Hearing.

                                                         Page 17
<PAGE>

Split and the minimum stock prices required for listing by 
NASDAQ, see Section VI, I. of this Disclosure Statement.

<TABLE>
<CAPTION>
Class    Type of Claim           Treatment
<S>      <C>                     <C> 
  1      Priority Claims         Allowed Claim paid in full in Cash at 
                                 Distribution Date; post-petition 
                                 simple interest at 5.5% per annum

  2      Bank Debt Claims        Allowed Claim paid in full in Cash at 
                                 Distribution Date; post-petition 
                                 simple interest at 8.03%(4) per annum

  3      Trade and Other         Allowed Claim paid in full in Cash at 
         General Unsecured       Distribution Date; post-petition 
         Claims                  simple interest at 5.5% per annum

  4      Current Debentures      Allowed Claim paid in full in Cash at 
         Claims                  Distribution Date; post-petition 
                                 simple interest at 7.32% per annum

  5      Prepetition Selling     Allowed Claim amount as uniformly 
         Debenture Claims        calculated by the Trustee paid in 
                                 full with Plan Common Stock

  6      Post-petition Selling   70% of Claim amount as uniformly 
         Debenture Claims        calculated by the Trustee Allowed and 
                                 paid in Plan Common Stock

  7      Limited Partner Claims  25% of Claim amount as uniformly 
                                 calculated by the Trustee Allowed and 
                                 paid in Plan Common Stock

  8      Deeply Subordinated     10% of Allowed Claim paid in Plan 
         Claims                  Common Stock
</TABLE>

- ---------------
(4)  Interest at the simple rate without compounding of 8.03%
     from the Petition Date to December 5, 1997 and then at the 
     simple rate without compounding of 8.10% from December 6, 
     1997 to the Distribution Date.

                                                         Page 18
<PAGE>

<TABLE>
<CAPTION>
Class    Type of Claim           Treatment
<S>      <C>                     <C> 
  9      Section 510(b) Equity   Allowed Claim as uniformly calculated 
         Claims                  by the Trustee paid in Plan Common 
                                 Stock with a value estimated to be 
                                 between approximately 51% and 63% of 
                                 the Allowed Claim(5)

  10     CIGNA Claim             Allowed as an $11 million Section 
                                 510(b) Equity Claim; Claimant to 
                                 receive Plan Common Stock with a 
                                 value estimated to be between 
                                 approximately 51% to 63% of such 
                                 Claim(5)

  11     Equity Interests        All Existing Common Stock will be 
         (Existing Common Stock) retained by the Interestholders and 
                                 their rights in the Reorganized 
                                 Debtor will be unaltered.(6)
</TABLE>

         III.  ASSETS OF BONNEVILLE PACIFIC CORPORATION

     Except for the Cash, all of the values attributed to the 
assets are good faith ESTIMATES ONLY based upon information 
available to the Trustee, as detailed herein.

- ---------------
(5)  The estimated percentage to be received on the Allowed Class 
     will depend upon a) the total Amount of Administrative Claims 
     ultimately Allowed 9 and 10 Claims by the Bankruptcy Court 
     (the Trustee currently estimates that there could be a range 
     in such currently unallowed and, therefore, currently unpaid 
     Administrative Claims of between $5 million and $15 million), 
     and b) the total of the Allowed Claims in Class 9.  For 
     purposes of this estimate, the Trustee has assumed that Class 
     9 (i.e., the sum of the Claims reflected on Plan Exhibit "H" 
     and Column 3 of Plan Exhibit "I") and Class 10 Allowed Claims 
     would total approximately $44 million.

(6)  For purposes of the Plan only, the estimated value of each 
     share of the Existing Common Stock (before the Reverse Stock 
     Split) would be the same as the estimated value of each share 
     of the Plan Common Stock (before the Reverse Stock Split) as 
     set forth herein.  For purposes of the Plan, each share of 
     Plan Common Stock (before the Reverse Stock Split) has an 
     estimated value of between $1.93 and $2.36 per share.

                                                         Page 19
<PAGE>

A.   ASSETS (AS OF DECEMBER 31, 1997).
     Cash and Accrued Interest                       $150,673,265
     Accounts and Other Receivables                     5,612,637
     Real Property (book value)                           198,424
     Furniture, Equipment, prepaids and other tangible    100,000
        assets(estimated liquidation value)
     Miscellaneous contingent assets, including           400,000
        litigation or settlement recoveries
     Estimated value of BNC, BFC, BPSC and Kyocera
        operating businesses(7)                        60,050,000
     Approximate Cash at BNC and BPSC not included 
        in above estimated values                       2,950,000
                                                        ---------
     TOTAL ASSETS                                    $219,984,326

B.   GENERAL DISCUSSION CONCERNING CURRENT ASSETS.

     1.   INTRODUCTION.  As discussed in greater detail later in 
this Disclosure Statement, the businesses of Bonneville have 
substantially changed since the Petition Date.  Specifically, the 
Trustee, with the assistance of current management of the Debtor, 
has closed down or sold numerous unprofitable businesses leaving 
Bonneville (or its subsidiaries) with only solvent, profitable 
enterprises.

     2.   CASH.  The majority of Bonneville's current cash and 
accounts receivable were generated in connection with the 
litigation prosecuted by the Trustee.  Such litigation efforts 
are now completed.  As a result of the limitations of 11 

- ---------------
(7)  No formal appraisals were used in valuing the Debtor's or its 
     subsidiaries' operating businesses; the Bear Stearns Valuation 
     which is attached hereto as Exhibit "2" is not a formal 
     appraisal.  The value of an operating business is subject to 
     uncertainties and contingencies that are difficult to predict 
     and will fluctuate with changes in factors affecting the 
     financial condition and prospects of each business.  As a 
     result, the estimate of values set forth herein is not 
     necessarily indicative of actual outcomes, which may be 
     significantly more or less favorable than those set forth 
     herein.  Because such estimates are inherently subject to 
     uncertainties, neither the Trustee, his Professionals, the 
     Reorganized Debtor, the Debtor, Bear Stearns, current 
     management nor any other person assumes responsibility for 
     their accuracy.  Depending on the results of the businesses 
     operations or changes in the financial markets, the values for 
     the businesses as of the Confirmation Hearing may differ from 
     that discussed herein.

                                                         Page 20
<PAGE>

U.S.C. Section 345, almost all of the cash is invested in short 
term notes or similar instruments issued by the United States 
government or in collateralized (Federal Reserve pledges) bank 
accounts, which investments currently pay interest which averages 
a little more than five percent (5%) per annum.  

     3.   ACCOUNTS AND OTHER RECEIVABLES.  The largest 
receivables (which receivables are subject to contingent fees 
payable to special litigation counsel(8) subject to Bankruptcy 
Court approval) arise from the settlement of causes of action 
pursued by the Trustee; such large receivables include the 
following :

          a.   L. Wynn Johnson Receivable (approximately 
     $1,067,143.00 plus interest from October 1, 1997)(9) In 
     settlement of litigation (which settlement was approved by 
     order of the Bankruptcy Court entered on May 15, 1996), 
     Johnson agreed to pay the Trustee $1.65 million.  The sum of 
     $250,000.00 was paid in cash soon after approval of the 
     settlement and the balance of $1.4 million was, or is to be, 
     paid under a promissory note bearing interest at 6% per annum 
     from April 1, 1996 payable first in three quarterly payments 
     of $50,000.00; then quarterly payments of $100,000.00 each due 
     on the 1st day of April, July and October, 1997, and January 
     1, 1998; and a final payment of the balance due April 1, 1998. 
     All payments on the note have been timely made.

- ---------------
(8)  For a discussion of the contingent fee payable to Beus, 
     Gilbert & Morrill (the Trustee's special litigation counsel), 
     see Section X, D. of this Disclosure Statement.

(9)  JOHNSON DID TIMELY MAKE THE $100,000.00 PAYMENT DUE ON JANUARY 
     1, 1998 AND DID IN FACT PAY THE OBLIGATION IN FULL ON MARCH 
     18, 1998.  WESTINGHOUSE DID IN FACT PAY THE $3 MILLION 
     OBLIGATION IN FULL ON APRIL 8, 1998.

                                                         Page 21
<PAGE>

          b.   Westinghouse Receivable ($3,000,000.00):9 Pursuant 
     to the terms of a settlement agreement between the Trustee and 
     Westinghouse Electric Corporation ("Westinghouse"), a company 
     traded on the New York Stock Exchange, which was approved by 
     Order of the Bankruptcy Court entered on December 23, 1996, 
     Westinghouse agreed, INTER ALIA, to pay the Trustee the sum of 
     $6 million payable in installments of $3 million each on April 
     10, 1997 and April 10, 1998.  The obligation does not bear 
     interest if timely paid.  The April 10, 1997 payment was 
     timely made and, although the remaining $3 million receivable 
     is unsecured, the Trustee believes that, absent unforeseen 
     circumstances, Westinghouse will timely satisfy the remaining 
     obligation.

          c.   Piper Jaffray Receivable ($1,500,000.00): Pursuant 
     to the terms of a settlement between the Trustee and Piper 
     Jaffray & Hopwood, Inc. ("Piper Jaffray"), a company traded 
     on the New York Stock Exchange, approved by Order of the 
     Bankruptcy Court entered September 9, 1996, Piper Jaffray 
     agreed, INTER ALIA, to pay the Trustee $10 million payable 
     with $7 million cash down and installments of $1.5 million 
     each due on September 9, 1997 and September 9, 1998.  The $7 
     million payment and the $1.5 million payment due on September 
     9, 1997 were timely made; the remaining $1.5 million (due 
     September 9, 1998) is outstanding.  That receivable is 
     unsecured and does not bear interest if the obligation is 
     timely paid.  The Trustee believes, absent unforeseen 
     circumstances, that Piper Jaffray will timely satisfy the 
     remaining obligation.

     4.   REAL PROPERTY.  This asset consists of approximately 
179.6 acres of undeveloped real property, including a 128.02 acre 
parcel and a 51.568 acre adjacent parcel, located in Sheldon, 

                                                         Page 22
<PAGE>

Franklin County, Vermont.  The two parcels are separated by a 
highway.  The parcels were purchased by Bonneville in 1989 in 
connection with a proposed power project which was not developed. 
The parcels are carried on Bonneville's pre-petition financial 
statement at cost, to wit, $198,424.00.  In 1994, the Trustee, 
with Court approval, listed the 128.02 parcel for sale at an 
asking price of $225,000.00.  The Trustee received only one 
written offer, for approximately $54,000.00 (which was rejected) 
and received no offers near the asking price.  The Trustee has 
concluded that, as a result of the remote location and irregular 
terrain of the real property, sale of the real property at a 
price near book value will require a purchaser with unique needs. 
Property taxes (which are current) have been approximately 
$2,000.00 per year since 1993.  The real property has not been 
recently appraised and is not currently listed for sale.

     5.   MISCELLANEOUS CONTINGENT ASSETS.  This $400,000.00 
estimated value represents the total estimated value of a variety 
of small assets of Bonneville, including but not limited to, 
small contingent interests in miscellaneous power projects (no 
value is attributable to these miscellaneous power projects), 
possible recoveries in litigation relating to the Long Sault 
Project pending in Canada (see Section X.E.17 of this Disclosure 
Statement), and possible additional net recoveries (all pursuant 
to Court approved settlement agreements) from Robert Wood, Ray 
Hixson, Carl Peterson and Wynn Johnson (related to income tax 
refunds which have now been requested by such individuals).  Most 
of these assets, which are contingent in nature and therefore 
most have not been reflected on the Debtor's books, are extremely 
difficult to value.  None of these assets have been appraised. 
Therefore, the values contained in this Disclosure Statement are 
based only on possible outcomes 

                                                         Page 23
<PAGE>

estimated by the Trustee.  At the present time, the Trustee does 
not anticipate bringing suit against any other Person relating to 
prepetition claims or causes of action possessed by the Estate.

     6.   ESTIMATED VALUE OF EXISTING BUSINESSES.  The values 
contained in this Disclosure Statement for the Debtor's or its 
subsidiaries' businesses are those ascertained by the Trustee 
after consultation with current management and reviewing the 
valuation report of his independent investment advisor, Bear 
Stearns & Co., Inc. (hereafter the "Bear Stearns 
Valuation").(10)  Specifically, the businesses are estimated to 
be valued(11) as follows:
     Bonneville Nevada Corp.                               $37,000,000
        (a wholly owned subsidiary); 50% ownership
        interest in the Nevada Cogeneration Associates - 
        NCA # 1 Power Project, an 85 megawatt gas
        fired power project near Las Vegas, Nevada

     Bonneville Fuels Corp. and affiliates                  19,600,000
        (a wholly owned subsidiary); natural gas and
        oil production/sale in the Western United
        States

- ---------------
(10) A copy of the Bear Stearns Valuation to the Trustee is 
     attached hereto and incorporated herein as Exhibit "2"; such 
     Report must be read in its entirety.

(11) No formal appraisals were used in valuing the Debtor's or its 
     subsidiaries' operating businesses; the Bear Stearns Valuation 
     which is attached hereto as Exhibit "2" is not a formal 
     appraisal.  The value of an operating business is subject to 
     uncertainties and contingencies that are difficult to predict 
     and will fluctuate with changes in factors affecting the 
     financial condition and prospects of each business.  As a 
     result, the estimate of values set forth herein is not 
     necessarily indicative of actual outcomes, which may be 
     significantly more or less favorable than those set forth 
     herein.  Because such estimates are inherently subject to 
     uncertainties, neither the Trustee, his Professionals, the 
     Reorganized Debtor, the Debtor, Bear Stearns, current 
     management nor any other person assumes responsibility for 
     their accuracy.  Depending on the results of the businesses 
     operations or changes in the financial markets, the values for 
     the businesses as of the Confirmation Hearing may differ from 
     that discussed herein.

                                                         Page 24
<PAGE>

     Bonneville Pacific Services Company, Inc.          6,000,000
        (a wholly owned subsidiary); operation and
        maintenance of power projects and 51%
        interest in a 4 megawatt Mexican Project

     Kyocera Power Project                              1,550,000
        100% interest in a 3.2 megawatt power project
        near San Diego, California

     Net Operating Loss Carryforward Tax Advantage      3,000,000

     Less Corporate Overhead Expense                   (7,100,000)
                                                        ---------
     NET ADJUSTED ESTIMATED VALUE OF EXISTING     
        BUSINESSES                                    $60,050,000
                                                      ===========

     The valuation for Bonneville Nevada Corporation ("BNC") is 
at the low figure set forth in the Bear Stearns Valuation 
because, among other things, the value of the NCA # 1 Project is 
impacted by the fact that the economics of the NCA # 1 Project is 
directly affected by future rulings or decisions of the Public 
Utility Commission of Nevada.  The valuation for Bonneville Fuels 
Corporation and its affiliates (collectively "BFC"), which 
value is net of any debt owed by BFC, is nearer to the high range 
set forth in the Bear Stearns Valuation because a) contrary to 
Bear Stearns' assumption, BFC is not in a "blowdown mode" and 
b) BFC has recently drilled wells or acquired properties which 
should enhance its value.  The valuation for Bonneville Pacific 
Services Company, Inc. ("BPSC") is at the high range set forth 
in the Bear Stearns Valuation because Bear Stearns did not take 
into account the value of BPSC's interest in the four (4) 
megawatt CONAV Project.  The valuation for the Kyocera Project is 
the mid-range between the high and low figures set forth in the 
Bear Stearns Valuation. The Trustee believes that Bear Stearns' 
value for the net operating loss carryforward ($3,000,000.00) is 
a conservative 

                                                         Page 25
<PAGE>

value.  The corporate overhead expense is the mid-range between 
the high and low figures set forth in the Bear Stearns Valuation.

     These businesses are discussed in greater detail both in 
this Disclosure Statement and in the "Business Plan Prepared by 
Debtor's Current Management" which is attached hereto and 
incorporated herein as Exhibit "3".  Upon the reasonable 
written request from any party-in-interest and subject to an 
appropriate confidentiality agreement, the Trustee will make 
available certain documents (e.g., contracts, financial 
statements, etc.) relating to the businesses.

     7.   CASH AT BNC AND BPSC.  Bonneville Nevada Corporation 
("BNC"), the wholly owned subsidiary of Bonneville which owns 
the one-half interest in the Nevada Cogeneration Associates - NCA 
# 1 power project, has Cash in its bank or other investment 
accounts as of December 31, 1997 totaling approximately 
$575,000.00.  In order to operate properly and to maintain a 
reserve for any partnership cash calls, BNC must keep a cash 
reserve of approximately one-half million dollars ($500,000.00). 
 Bonneville Pacific Services Company Inc. ("BPSC") has Cash in 
its bank or other investment accounts as of December 31, 1997 
totaling approximately $2,375,000.00.  In order to meet 
contractual obligations and to operate properly, BPSC must keep a 
cash reserve of approximately one million dollars ($1,000,000.00) 
plus an additional reserve of approximately $950,000.00 to 
complete the construction of the CONAV Project.  These Cash 
figures (a total of $2,950,000.00) are not included in the values 
for the businesses reflected above.  Except for the above-
referenced necessary Cash reserves, Cash in excess of the 
reserves (i.e., approximately $500,000.00) could be "up-
streamed" 

                                                         Page 26
<PAGE>

to Bonneville and, therefore, such excess Cash is available for 
distribution, if necessary, in order to fund the Plan.(12)

   IV.  GENERAL DISCUSSION CONCERNING LIABILITIES, CLASSIFICATIONS
                  AND TREATMENT UNDER THE PLAN

A.   INTRODUCTION.  

     As discussed in greater detail later in this Disclosure 
Statement, during the Trustee's tenure, the alleged liabilities 
of Bonneville have been substantially reduced or resolved as a 
consequence of settlements with creditors; in many instances 
settlements arose only after the Trustee initiated litigation.  
The Bankruptcy Court set an original claims bar date of April 13, 
1992, and a supplementary claims bar date (primarily for 
creditors asserting claims against Bonneville arising from the 
purchase or sale of Bonneville's common stock or Debentures) of 
December 16, 1996.  Scores of late claims were also filed and the 
Bankruptcy Court ruled on or about December 15, 1997 whether most 
of the late claims were either a) deemed timely filed (because 
the claimant demonstrated "excusable neglect" for filing the 
claim late; CF. PIONEER INVESTMENT, 113 S.Ct. 1489) or b) 
disallowed in their entirety in accordance with the Court's 
"Order Establishing a Supplementary Claims Bar Date" dated 
September 10, 1996 and entered on September 11, 1996.  See Plan 
Exhibits "A" through "I" for Allowed Claims in each Class; 
the Allowed Claim amounts 

- ---------------
(12) In order to operate properly, Bonneville Fuels Corporation 
     ("BFC") maintains a working capital account of between 
     $200,000.00 and $700,000.00.  Excess cash generated by BFC is 
     used to repay indebtedness owed by BFC to Colorado National 
     Bank, which is secured by a collateral interest in BFC's 
     properties, contracts and receivables.  Accordingly, none of 
     BFC's working capital is available to be upstreamed to 
     Bonneville at this time.  BFC's indebtedness to Colorado 
     National Bank as of December 31, 1997 is approximately 
     $2,400,000.00.  Additionally, BFC may increase its borrowings 
     in order to satisfy (or pay in lieu of) the Discretionary 
     Notes discussed in Section IV, N. of this Disclosure 
     Statement.

                                                         Page 27
<PAGE>

for Classes 5, 6, 7 and 9 reflect a settlement of Claims.  
Liabilities are further discussed in other Sections of this 
Disclosure Statement.(13)

B.   SECURED CLAIMS.  

     The Trustee believes that there are no remaining Secured 
Claims against Bonneville or its Estate.

C.   ADMINISTRATIVE AND PRIORITY CLAIMS (ESTIMATED $5 MILLION TO 
$15 MILLION).

     1.   OTHER PRIORITY CLAIMS (CLASS 1).  The Trustee believes 
that there are few unpaid prepetition priority claims owed by the 
Estate; such Claims total $4,366.43.  For a list of such Claims 
see Exhibit "A" attached to the Plan and incorporated herein.  

     2.   POST-PETITION TAXES.  All undisputed post-petition 
assessed taxes have been paid by Bonneville through its taxable 
year ending December 31, 1996.(14)  All employment and 
withholding taxes are current.  For calendar year 1997, the 
Trustee estimates that total federal (including alternative 
minimum tax) and state income (or state franchise) taxes, will 
total less than one million dollars.  However, as of the date of 
this Disclosure Statement no returns for calendar year 1997 have 
been filed and, therefore, the Debtor's liability for 1997 taxes 
has not yet been established.  

- ---------------
(13) During the course of the Trustee's administration of the 
     Estate he has also objected to scores of filed claims.  It is 
     beyond the scope of this Disclosure Statement to discuss each 
     of these claim objections; in any event, most of the Trustee's 
     objections to such claims were sustained by the Bankruptcy 
     Court.

(14) A property tax dispute existed between the Debtor and San 
     Diego County (California) concerning the Kyocera Project.  
     However, that dispute has been resolved, with Bankruptcy Court 
     approval and, therefore, the Trustee in January of 1998 paid 
     to San Diego County the sum of $120,000.00 in full and 
     complete satisfaction of all property taxes on the Kyocera 
     Project for periods through June 30, 1998.

                                                         Page 28
<PAGE>

CF. 11 U.S.C. Section 505(b).  The Trustee's estimate concerning 
tax liabilities for calendar year 1997 is premised upon the 
Trustee's belief that the Estate will be required to pay post-
petition interest to the Claimants holding Allowed Claims in 
Classes 1 through 4 as set forth in Article 4.3 of the Plan.  The 
Trustee has reflected on Bonneville's books and intends to 
reflect in Bonneville's corporate income tax returns for the year 
ended December 31, 1997 such post-petition interest liability as 
set forth in Article 4.3 of the Plan.  If it were to be 
subsequently determined that the Estate is not obligated to pay 
post-petition interest as generally set forth in the Plan or if 
the Internal Revenue Service were to successfully contest the 
Estate's treatment of the post-petition interest issue, then it 
is likely that the Estate would have a material tax liability for 
calendar year 1997 well in excess of the Trustee's current 
estimate of such liability.  Also see Article 6.3 of the Plan.  

     The Trustee estimates that for the tax years beginning 
January 1, 1998 and continuing thereafter the Reorganized Debtor 
will possess material net operating loss carryforwards which may, 
subject to certain limitation contained in the Internal Revenue 
Code or similar state laws, result in the Reorganized Debtor 
being able to apply such net operating loss carryforwards against 
otherwise taxable income earned by the Reorganized Debtor; such a 
result would mean a material tax savings to the Reorganized 
Debtor.  At present, the extent of the net operating loss 
carryforwards that will be asserted by the Estate or the 
Reorganized Debtor has not been ascertained and no governmental 
entity has passed upon the amount or any present or future net 
operating loss carryforward.  However, for purposes of the 
valuation set forth in Section III of this Disclosure Statement 
the Trustee assumes that at least a million dollar net operating 
loss carryforward will be available

                                                         Page 29
<PAGE>

each year for the next twenty (20) years. For this reason Bear 
Stearns increased its estimated valuation of the existing 
businesses by three million dollars.

     NEITHER THE TRUSTEE NOR HIS PROFESSIONALS CAN OR DO MAKE ANY 
REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY 
KIND WHATSOEVER CONCERNING BONNEVILLE'S (OR THE REORGANIZED 
DEBTOR'S) PAST, PRESENT OR FUTURE TAX LIABILITIES.

     3.   OTHER ADMINISTRATIVE CLAIMS.  While the estate is 
current in paying all its allowed (and ordinary course) 
Administrative Claims, for many reasons it is difficult to 
estimate the total Amount of Administrative Claims which will 
ultimately be Allowed by the Bankruptcy Court.   At present, the 
Trustee estimates that unpaid (and to date not Allowed) 
Administrative Claims (through the Effective Date) could be as 
low as five million dollars ($5,000,000.00) and as high as 
fifteen million dollars ($15,000,000.00).(15)  Examples of 
contingent Administrative Claims are taxes for calendar year 1997 
and future periods; approximately $1.8 million or more in 
contingent attorneys' fees (see footnote 15 below) for the 
Trustee's special litigation counsel (Beus, Gilbert & Morrill) 
based upon pending (but in some instances not yet collected) 
litigation recoveries for the Estate (see Section III, B.3 of 
this Disclosure Statement for a discussion concerning the 
receivables related to litigation); and fees and costs for the 

- ---------------
(15) This estimate should be revised downwards as the Estate pays 
     Administrative Claims, particularly professional fees.  For 
     example, hearings were held as scheduled on April 13, 1998 and 
     several of the Trustee's Professionals were allowed interim 
     fees and costs and Beus, Gilbert & Morrill's (special 
     litigation counsel for the Trustee) FINAL fee and cost 
     applications were approved.  However, this estimate could also 
     have to be revised upwards if the Estate were to incur 
     additional post-petition tax liabilities as generally 
     discussed in Section IV, C. 2 of this Disclosure Statement or 
     if the Estate incurs unanticipated additional costs in 
     connection with the Trustee's efforts to confirm this Plan.

                                                         Page 30
<PAGE>

Trustee and his Professionals, including fees and costs after 
September 30, 1997 (which was the last interim period for which 
fees and costs have been paid) through Confirmation of the 
Plan.(16)  The Plan provides that no party-in-interest will be 
able to assert an 11 U.S.C. Sections 503(b) or (c) "substantial 
contribution" claim.  In order to establish the value of the 
Plan Common Stock, the Trustee will request that the Bankruptcy 
Court Estimate the total amounts of the contingent Administrative 
Claims at the Confirmation Hearing; the Trustee will submit at 
the Confirmation Hearing evidence concerning the then contingent 
Administrative Claims in order to provide the Bankruptcy Court 
with a basis to Estimate such contingent Administrative Claims.

     4.   PLAN TREATMENT.  Allowed Class 1 Other Priority Claims 
(which total $4,366.43) will be paid in Cash in full with 
interest at the simple rate of 5.5% per annum (without 
compounding) from the Petition Date to the Distribution Date as 
provided in the Plan.  Priority Tax Claims (which total 
$5,528.10) will be paid in full in Cash on the Effective Date.  
Post-petition taxes (to the extent payable pursuant to the Plan) 
will be paid in full in Cash in the ordinary course of business. 
 Any current trade or accounts payable (including wages and 
related benefits payable to the Debtor's current employees) 
incurred after the Petition Date by the Estate in the ordinary 
course of its business will be assumed by the Reorganized Debtor 
and shall be paid in the ordinary course of the Reorganized 
Debtor's business.  Other Allowed Administrative Claims 

- ---------------
(16) 11 U.S.C. Section 326(a) sets limits for the compensation of 
     a trustee.  Pursuant to the Bankruptcy Code, at the Bankruptcy 
     Court's discretion the Trustee could be awarded fees ranging 
     from nothing up to a total of approximately $9.5 million; to 
     date the Trustee has been allowed and paid (through the period 
     ending January 31, 1998), based upon his hourly billing rate, 
     the sum of $934,472.00.  The award of fees to the Trustee and 
     his Professionals is within the discretion of the Bankruptcy 
     Court.
                                                         Page 31
<PAGE>

to the extent not previously paid during the Reorganization Case 
or not paid in the ordinary course of business will be paid in 
full either 1) in Cash on the later of the Distribution Date or 
when such Administrative Claim becomes Allowed (see Article 11.7 
of the Plan for the Administrative Claim Bar Date) or 2) upon 
such other terms as are agreed in writing between the Claimant 
and the Trustee.

D.   BANK DEBT (CLASS 2).  

     Bank Debt, as of the Petition Date, totals approximately 
$31,512,340.16, as set forth in detail on Exhibit "B" which is 
attached to the Plan and is incorporated herein. The Trustee 
believes that all of the Claims set forth on such Exhibit should 
be Allowed Claims in the amounts set forth on the Exhibit.  
Pursuant to the Plan, such Class 2 Allowed Claims will be paid in 
full with post-petition interest in Cash at the Distribution 
Date.  Post-petition interest to the Allowed Bank Debt Claims 
shall be simple interest, without compounding, at the rate of 
8.03% per annum from the Petition Date (or such later date as the 
Claimant actually advanced money to or for the benefit of the 
Debtor or the Estate(17)) to December 5, 1997 and then at the 
rate of 8.10% per annum (without compounding) on the Allowed Bank 
Debt Claims from December 6, 1997 until the Distribution Date.  
Class 2 Claimants will have no claim or cause of action of any 
kind whatsoever against any past or present holder of a 
Debenture(s).

E.   TRADE AND OTHER DEBT (CLASS 3).  

     Such Claims (with an estimated Disputed Claim Reserve), as 
of

- ---------------
(17) The Trustee and Caisse National de Credit Agricole ("CNCA") 
     have agreed that CNCA's filed Proof of Claim (No. 79 as 
     amended by No. 246) will be reduced from $2,149,623.96 to 
     $2,107,686.96 and that of such reduced Claim $1,026,293.86 
     will be paid interest from December 20, 1991 and $1,081,393.10 
     will be paid interest from September 23, 1992.

                                                         Page 32
<PAGE>

the Petition Date, total approximately $3,750,000.00, as set 
forth in detail on Exhibit "C" which is attached to the Plan 
and is incorporated herein.  Claims in this category include all 
other Claims that are not Administrative Claims or are not 
included in Classes 1, 2, or 4 through 11.  The Trustee believes 
that all the Claims set forth on Exhibit "C" should be Allowed 
Claims (except as otherwise set forth on the Exhibit) in the 
amounts set forth on the Exhibit.  Pursuant to the Plan, such 
Class 3 Allowed Claims will be paid in Cash in full with interest 
at the simple rate of 5.5% per annum (without compounding) from 
the Petition Date to the Distribution Date.

     For over a year, the Trustee (represented by Weil, Gotshal & 
Manges LLP) has been attempting to resolve the unsecured claim 
filed by John D. Weesner (Proof of Claim number 3).  Weesner's 
claim arises from Bonneville Pacific Corporation's efforts in the 
late 1980's to build and operate small, wood-fired electric power 
generation plants in Vermont.  During that period, Bonneville 
Pacific Corporation entered into various agreements with Weesner, 
including (1) an agreement whereunder Bonneville Pacific 
Corporation may be by virtue of a guarantee contingently liable 
for certain royalty payments that Weesner currently receives from 
the operation of one plant (the "Ryegate Project"), and (2) an 
agreement to make certain payments to Weesner in the event that 
Bonneville Pacific Corporation developed another, similar plant 
(the "Springfield Project"). Subsequent to entering into the 
agreements with Weesner, Bonneville Pacific Corporation sold its 
interest in the Ryegate Project and determined that development 
of the Springfield Project was commercially impossible. Weesner 
in his filed proof of claim asserts that he is owed an 
undetermined amount of money (which he estimates could be many 
millions of dollars) in respect of Bonneville Pacific 
Corporation's contingent liability of the Ryegate Project 
royalties, to compensate him in the event that 

                                                         Page 33
<PAGE>

such payments are not made by the current owners of the plant.  
Weesner, to date, has not agreed to resolve his Claim on any 
basis the Trustee considers reasonable. Accordingly, the Trustee 
intends to file a formal objection to such claim in the immediate 
future, and thereafter move to have the claim allowed at a 
negligible amount, if any.

F.   DEBENTURE CLAIMS (CLASS 4).  

     Debenture Claims (i.e., Claims for payment of the current 
holders of the Debtor's 7 3/4% Convertible Subordinated 
Debentures Due 2009 under an Indenture dated August 15, 1989), at 
the Petition Date, totaled $63,250,000.00 (principal) plus 
prepetition interest and miscellaneous costs for a total Claim of 
$64,750,168.95.  Norwest Bank of Minnesota, N.A., is the 
Indenture Trustee and has timely filed a proof of claim in this 
amount (Claim No. 146).  The Trustee believes that this Claim 
should be an Allowed Claim.  Pursuant to the Plan, such Class 4 
Allowed Claim will be paid in Cash in full to the Indenture 
Trustee who will then make distributions to the current holders 
of the Debentures.  The Class 4 Allowed Claim will also receive 
interest at the simple rate (without compounding) of 7.32% per 
annum from the Petition Date to the Distribution Date in Cash. 

G.   PREPETITION SELLING DEBENTURE CLAIMS (CLASS 5).  

     Such Claims (with an estimated Disputed Claim Reserve) total 
approximately $5,500,000.00, as generally set forth on Exhibit 
"D" which is attached to the Plan and is incorporated herein.  
Such Claims are for damages arising from or related to the 
purchase and sale of the Debenture by the Claimant on or BEFORE 
the Petition Date.  See 11 U.S.C. Section 510(b).  The amount of 
the Claims in this Class are calculated using a single uniform 
formula for the purpose of determining the Allowed Amount of the 
Claim (regardless of the amount set forth on the Proof of Claim 
actually filed by the 

                                                         Page 34
<PAGE>

Claimant).  Undisputed Claims in this Class are to be Allowed 
ONLY in the amount specified on Plan Exhibit "D".(18)  
Specifically, the Allowed Claim shall be in the amount of the a) 
price paid by the Claimant to purchase the Debenture (such price 
shall not include any additional amount paid by the Claimant 
related to interest which had accrued on the Debenture which was 
added to the net amount of the purchase price when the Debenture 
was purchased) less b) the amount received by the Claimant when 
the Debenture was sold (for purposes of determining the amount 
received by the Claimant any additional amount received by the 
Claimant for interest which had accrued on the Debenture shall 
not be included in calculating the amount received).  Reasonable 
commissions or other miscellaneous charges, if any and only to 
the extent such were readily determinable from the filed Proof of 
Claim or the supporting documentation attached thereto, shall be 
included when calculating the Allowed Claim.  Although the Claims 
in Class 5 are currently contingent and unliquidated (i.e., such 
Claimants have not to date proven that the Debtor or its Estate 
is liable to the Claimants in any amounts), the Trustee believes 
that the Class 5 Claimants may possess valid claims against the 
Debtor arising from 

- ---------------
(18) The Allowed Amount of the Claims in Class 5 (i.e., those 
     amounts set forth on Plan Exhibit "D") constitute a 
     settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) 
     of a contingent or unliquidated Claim.  Any Claimant in Class 
     5 who objects to such settlement Claim Estimation Amount must 
     file a written objection with the Bankruptcy Court (and serve 
     a copy on the Trustee) not later than ten (10) days prior to 
     the start of the Confirmation Hearing; failure to timely 
     object to the Estimated Amount of the Claim shall result in 
     the Claimant being deemed to have accepted the Estimated Claim 
     Amount set forth on Plan Exhibit "D" as the Allowed Amount. 
     If such an objection to the Estimated Claim Amount is filed by 
     a Class 5 Claimant, then the Trustee may object to the 
     Claimant's ENTIRE Claim on any basis (i.e., the Trustee may 
     take the position that the Claimant has no Allowed Claim of 
     any kind against the Debtor or its Estate) and the Bankruptcy 
     Court shall subsequently determine, in a contested matter, the 
     allowable amount, if any, of the Claimant's Class 5 Claim; if 
     such objecting Claimant obtains in the contested matter or a 
     settlement thereof an Allowed Claim, then such Allowed Claim 
     will be paid with Plan Common Stock having an estimated value, 
     as determined by the Bankruptcy Court at the Confirmation 
     Hearing, equal to 100% of such Allowed Claim.

                                                         Page 35
<PAGE>

the misconduct of certain Bonneville Insiders and others (as 
further discussed in this Disclosure Statement); such claims 
would be for securities, contract, tort or other causes of 
action.  However, since these are contingent and unliquidated 
Claims which are being estimated, settled and compromised as part 
of the Plan, Claimants in this Class will have their undisputed 
Claims Allowed in the amounts set forth in Exhibit "D" and will 
receive Plan Common Stock having an estimated value, as 
determined by the Bankruptcy Court at the Confirmation Hearing, 
equal to 100% of their Allowed Claim (i.e., Class 5 will receive 
approximately $5,500,000.00 worth of Plan Common Stock).  Class 5 
Claimants will not receive prepetition or post-petition interest 
on such Allowed Claims.  See Section V of this Disclosure 
Statement for a discussion concerning the estimated value of the 
Plan Common Stock and see Section VI, I. of this Disclosure 
Statement for a discussion of the Reverse Stock Split.

H.   POST-PETITION SELLING DEBENTURE CLAIMS (CLASS 6).  

     Such original Claims (with an estimated Disputed Claim 
Reserve and as uniformly calculated by the Trustee) total 
approximately $10,000,000.00, as generally set forth in Column 1 
of Exhibit "E" which is attached to the Plan and is 
incorporated herein.  Such Claims are for damages arising from or 
related to the sale of the Debenture by the Claimant AFTER the 
Petition Date.  See 11 U.S.C. Section 510(b).  The amount of 
Claims in this Class are calculated using a single uniform 
formula for the purpose of determining the amount of the Claim 
(regardless of the amount set forth in the Proof of Claim 
actually filed by the Claimant).  Claims in this Class are 
calculated for Plan purposes ONLY in the amount specified herein 
(see Column 1 of Plan Exhibit "E").  Specifically, the Claim 
shall be in the amount of the a) price paid by the Claimant to 
purchase the Debenture (such price shall not include any 

                                                         Page 36
<PAGE>

additional amount paid by the Claimant related to interest which 
had accrued on the Debenture which was added to the net amount of 
the purchase price when the Debenture was purchased except that 
any additional amount paid by the Claimant related to interest 
which had accrued on the Debenture on or after August 16, 1991 
but prior to December 5, 1991 shall be added to the price paid by 
the Claimant to purchase the Debenture) less b) the amount 
received by the Claimant when the Debenture was sold (for 
purposes of determining the amount received by the Claimant any 
additional amount received by the Claimant for interest which had 
accrued on the Debenture shall be included in calculating the 
amount received).  Reasonable commissions or other miscellaneous 
charges, if any and only to the extent such were readily 
determinable from the filed Proof of Claim or the supporting 
documentation attached thereto, shall be included when 
calculating the Claim.  Although the Claims in Class 6 are 
currently contingent and unliquidated (i.e., such Claimants have 
not to date proven that the Debtor or its Estate is liable to the 
Claimants in any amounts), like the Prepetition Selling Debenture 
Claimants (Class 5), the Post-petition Selling Debenture 
Claimants (Class 6) may also have valid Claims against the Debtor 
arising from the misconduct of certain Bonneville Insiders and 
others (as further discussed in this Disclosure Statement); such 
Claims would be for securities, contract, tort or other causes of 
action.  Accordingly, like Class 5 Claimants, Class 6 Claimants 
also possess contingent and unliquidated claims which are being 
estimated, settled and compromised in the Plan.  However, unlike 
Class 5 Claimants, it is additionally arguable that Class 6 
Claimants have no remaining Claim against the Debtor or its 
Estate because when the post-petition sale of the Debenture 
occurred each seller arguably transferred (assigned) their entire 
Claim to the buyer of the Debenture and, therefore, the seller no 
longer retained any Claim 

                                                         Page 37
<PAGE>

of any kind against the Debtor or its Estate.  Concerning this 
post-petition sale issue, the Trustee does not believe that any 
Bankruptcy Code provision or any published case resolves this 
legal question concerning whether such Claimants still possess a 
Claim or whether such Claim was entirely transferred when the 
Debenture was sold.  To settle and compromise (instead of 
litigate) all of these issues and the Class 6 Claimants' 
contingent and unliquidated Claims, the Plan provides that said 
Class 6 Claimants will have 70% of their undisputed original 
Claims (such original Claims, as uniformly calculated by the 
Trustee, being set forth in Column 1 of Plan Exhibit "E") 
Allowed(19) (Column 2 of Plan Exhibit "E"  reflects the 
Claimants' original Claim, as uniformly calculated by the 
Trustee, Allowed at the 70% level).  Class 6 Claimants will 
receive Plan Common Stock having an estimated value, as 
determined by the Bankruptcy Court at the Confirmation Hearing, 
equal to 70% of their original undisputed Claim (i.e., Class 6 
will receive approximately $7,000,000.00 worth of Plan Common 
Stock).  Class 6 Claimants will not receive prepetition or post-
petition interest on such Allowed Claims.  See Section V of this 
Disclosure Statement 

- ---------------
(19) The Allowed Amount of the Claims in Class 6 (i.e., those 
     amounts set forth in Column 2 of Plan Exhibit "E") 
     constitute a settlement pursuant to, INTER ALIA, 11 U.S.C. 
     Section 502(c) of a contingent or unliquidated Claim.  Any 
     Claimant in Class 6 who objects to such settlement Claim 
     Estimation Amount must file a written objection with the 
     Bankruptcy Court (and serve a copy on the Trustee) not later 
     than ten (10) days prior to the start of the Confirmation 
     Hearing; failure to timely object to the Estimated Amount of 
     the Claim shall result in the Claimant being deemed to have 
     accepted the Estimated Claim Amount set forth  in Column 2 of 
     Plan Exhibit "E" as the Allowed Amount.  If such an objection 
     to the Estimated Claim Amount is filed by a Class 6 Claimant, 
     then the Trustee may object to the Claimant's entire Claim on 
     any basis (i.e., the Trustee may take the position that the 
     Claimant has no  Allowed Claim of any kind against the Debtor 
     or its estate) and the Bankruptcy Court shall subsequently 
     determine in a contested matter the  allowable amount, if any, 
     of the Claimant's Class 6 Claim; if such objecting Claimant 
     obtains in the contested matter or a settlement thereof an 
     Allowed Claim, then such Allowed Claim will be paid with Plan 
     Common Stock having an estimated value, as determined by the 
     Bankruptcy Court at the Confirmation Hearing, equal to 100% of 
     such Allowed Claim.

                                                         PAGE 38
<PAGE>

for a discussion concerning the estimated value of the Plan 
Common Stock and Section VI, I. of this Disclosure Statement for 
a discussion concerning the Reverse Stock Split.

I.   LIMITED PARTNER CLAIMS (CLASS 7).  

     Such original Claims (with an Estimated Disputed Claim 
Reserve and as uniformly calculated by the Trustee) total 
approximately $2,900,000.00, as set forth in Column 1 of Exhibit 
"F" of the Plan.  The amount of Claims in this Class 7 are 
calculated using a single uniform formula (i.e., the original 
purchase price paid by the Claimant to acquire the Claimants' 
interest in the limited partnership) for the purpose of 
determining the amount of the Claim (regardless of the amount set 
forth in the Proof of Claim actually filed by the Claimant).  
Claims in Class 7 are for damages arising from or related to the 
Claimants' investment (purchase of a security) of a limited 
partnership interest in Magic Valley Hydroelectric Partners Ltd. 
1984.  See 11 U.S.C. Section 510(b). HOWEVER, it is not clear 
whether Claimants in this Class 7 possess any valid or Allowable 
Claim against the Debtor because a) it is not at all clear 
whether any valid cause of action exists and b) even if a cause 
of action did exist it might be barred by legal or equitable 
doctrines such as the statute of limitations or laches. Any valid 
cause of action which might exist would include the Debtor's 
alleged failure to obtain "low-flow" insurance for the Magic 
Valley hydroelectric project. In early 1992 some of the Claimants 
may have waived claims against the Debtor and its Estate (in 
conjunction with a settlement approved by the Bankruptcy Court), 
but such waivers arguably would not be enforceable because the 
Claimants may not have known of all the facts concerning the 
Magic Valley hydroelectric project or the settlement.  In any 
event, the Trustee believes that resolution of these contingent 
and unliquidated Claims would be expensive and time-consuming, 
with both the Claimants and those parties-in-interest objecting to the 

                                                         Page 39
<PAGE>

Claims of the Claimants having significant risks of litigation 
(i.e., risk of losing).  Although the Claims in Class 7 are 
currently contingent and unliquidated, in order to settle and 
compromise (instead of litigate) those legal and factual issues 
regarding such Claims, the Plan provides that said Class 7 
Claimants will have twenty-five percent (25%) of their undisputed 
original Claims (such original Claims, as uniformly calculated by 
the Trustee, being set forth in Column 1 of Plan Exhibit "F") 
Allowed(20) ( Column 2 of Plan Exhibit "F" reflects the 
Claimants' original Claims, as uniformly calculated by the 
Trustee, Allowed at the 25% level).  Class 7 Claimants will 
receive Plan Common Stock having an estimated value, as set forth 
in the Plan, equal to 25% of their undisputed original Claim 
(i.e., Class 7 will receive approximately $725,000.00 worth of 
Plan Common Stock).  Class 7 Claimants will not receive 
prepetition or post-petition interest on such Allowed Claims.  
The Plan is not intended to interfere with a) any claims or 
causes of action possessed by the plaintiffs (or any of them) in 
the Gordon Action or b) any defenses or other rights 

- ---------------
(20) The Allowed Amount of the Claims in this Class 7 (i.e., those 
     amounts set forth in Column 2 of Plan Exhibit "F") constitute 
     a settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) 
     of a contingent or unliquidated Claim.  Any Claimant in this 
     Class 7 who objects to such settlement Claim Estimation Amount 
     must file a written objection with the Bankruptcy Court (and 
     serve a copy on the Trustee) not later than ten (10) days 
     prior to the start of the Conformation Hearing; failure to 
     timely object to the Estimated Amount of the Claim shall 
     result in the Claimant being deemed to have accepted the 
     Estimated Claim Amount set forth in Column 2 of Plan Exhibit 
     "F" as the Allowed Amount.  If such an objection to the 
     Estimated Claim Amount is filed by a Class 7 Claimant, then 
     the Trustee may object to the Claimants' ENTIRE Claim on any 
     basis (i.e., the Trustee may take the position that the 
     Claimant has no Allowed Claim of any kind against the Debtor 
     or its Estate) and the Bankruptcy Court shall subsequently  
     determine in a contested matter the allowable amount, if any, 
     of the Claimant's Class 7 Claim; if such objecting Claimant 
     obtains in the contested matter or a settlement thereof an 
     Allowed Claim, then such Allowed Claim will be paid as an 
     Allowed Class 9 Section 510(b) Equity Claim.

                                                         Page 40
<PAGE>

possessed by the defendants (or any of them) in the Gordon 
Action.(21) See Section V of this Disclosure Statement for a 
discussion concerning the estimated value of the Plan Common 
Stock and Section VI, I. of this Disclosure Statement for a 
discussion concerning the Reverse Stock Split.

J.   DEEPLY SUBORDINATED CLAIMS (CLASS 8).  

     Such Claims total $8,945,000.00, as set forth on Exhibit 
"G" which is attached to the Plan and is incorporated herein.  
Class 8 Claims have been Allowed by the Court but are 
subordinated to all other Claims pursuant to settlement 
agreements entered into between the Trustee and the respective 
Claimants which settlement agreements were approved by the 
Bankruptcy Court.  The Plan provides that said Class 8 Claims 
will be Allowed and will receive Plan Common Stock having an 
estimated value, as set forth in the Plan, equal to ten percent 
(10%) of such Allowed Claims (i.e., Class 8 will receive 
$894,500.00 worth of Plan Common Stock).  Class 8 Claimants will 
not receive prepetition or post-petition interest on such Claims. 
 See Section V of this Disclosure Statement for a discussion 
concerning the estimated value of the Plan Common Stock and see 
Section VI, I. of this Disclosure Statement for a discussion 
concerning the Reverse Stock Split.

K.   SECTION 510(B) EQUITY CLAIMS (CLASS 9).  

     Such Claims (with an estimated Disputed Claim Reserve) total 
approximately $33,000,000.00, as generally set forth on Exhibit 
"H" and in Column 3 of Exhibit "I" both of which are attached 

- ---------------
(21) The "Gordon Action" means that certain litigation pending in
     the United States District Court for the District of Utah, 
     Case No. 93-C-1046W, ENTITLED JOSEPH GORDON, ET AL. V. CARL T. 
     PETERSON ET. AL.

                                                         PAGE 41
<PAGE>

to the Plan and incorporated herein.(22)  Class 9 Claims arise 
from or are related to the purchase or sale of the Existing 
Common Stock.  See 11 U.S.C. Section 510(b). The Trustee believes 
that the Class 9 Claimants may have valid claims against the 
Debtor arising from the misconduct of certain Bonneville Insiders 
and others (as further discussed in this Disclosure Statement); 
such claims would be for securities, contract, tort or other 
causes of action.  Although most of the Claims in Class 9 are 
currently contingent and unliquidated(23) (i.e., most of such 
Claimants have not to date proven that the Debtor or its Estate 
is liable to the Claimants in any amounts), in order to settle 
and compromise such Claims the Trustee's Plan provides that the 
Claims specified on Plan Exhibit "H" and Column 3 of Plan 
Exhibit "I" are Allowed (unless indicated as "disputed"on 
said Plan Exhibits) in the amounts set forth on Plan Exhibit 
"H" and Column 3 of Plan Exhibit "I".(24)

- ---------------
(22) With the inclusion of the Class 10 CIGNA Claim, the total 
     Allowed Section 510(b) Claims will be approximately 
     $44,000,00.00.

(23) Although most of the Class 9 Claims are contingent and 
     unliquidated, the Section510(b) Equity Claims of the 199 
     participants in the Debtor's ESOP have been Allowed by the 
     Bankruptcy Court.  The Section 510(b) Equity Claims of the 
     ESOP participants total $984,245.37 as reflected on the Plan 
     Exhibit "H".  As reflected on Plan Exhibit "I", The Church 
     of Jesus Christ of Latter-Day Saints (the "Church") also 
     possesses an Allowed Class 9 Claim in the sum of $497,144.00 
     less the value of 42,080 shares of Existing Common Stock which 
     had been purchased prepetition by the Church and not sold.

(24) The Allowed Amount of the Claims in Class 9 (i.e., those 
     amounts set forth on Plan Exhibit "H" and Column 3 of Plan 
     Exhibit "I") constitute a settlement pursuant to, INTER ALIA, 
     11 U.S.C. Section 502(c) of a contingent or unliquidated 
     Claim.  Any Claimant in Class 9 who objects to such settlement 
     Claim Estimation Amount must file a written objection with the 
     Bankruptcy Court (and serve a copy on the Trustee) not later 
     than ten (10) days prior to the start of the Confirmation 
     Hearing; failure to timely object to the Estimated Amount of 
     the Claim shall result in the Claimant being deemed to have 
     accepted the Estimated Claim Amount set forth on Plan Exhibit 
     "H" or in Column 3 of Plan Exhibit "I" as the Allowed 
     Amount.  If such an objection to the Estimated Claim Amount is 
     filed by a Class 9 Claimant, then the Trustee may object to 
     the Claimant's ENTIRE Claim on any basis (i.e., the Trustee 
     may take the position that the Claimant has no Allowed Claim 
     of any kind against the Debtor or its Estate) and the 
     Bankruptcy Court shall subsequently determine in a contested 
     matter the allowable amount, if any, of the Claimant's Class 
     9 Claim; if such objecting Claimant obtains in the contested 
     matter or a settlement thereof an Allowed Claim, then the 
     Claimant will receive distributions (Plan Common Stock) based 
     upon such Allowed Claim in accordance with Article 4.2(i) of 
     the Plan.

                                                         Page 42
<PAGE>

     The amount of Claims in this Class 9 are calculated using a 
single uniform formula for the purpose of determining the Allowed 
Amount of the Claim (regardless of the amount of the Claim set 
forth in the Proof of Claim actually filed by the Claimant).  
Claims in this Class are to be Allowed only in the undisputed 
amount specified on Plan Exhibit "H" and in Column 3 of Plan 
Exhibit "I".  Specifically, the Allowed Claim shall be in the 
amount of a) the price paid by the Claimant to purchase the 
Existing Common Stock b) less the amount received by the Claimant 
when such Existing Common Stock was sold.  Reasonable commissions 
(or other miscellaneous charges) if any and only to the extent 
such were readily determinable from the filed Proof of Claim or 
the supporting documentation attached thereto, will be a) added 
to the purchase price of the subject Existing Common Stock when 
calculating the price paid by the Claimant to purchase the 
Existing Common Stock, and b) subtracted from the sales price 
received by the Claimant when the Existing Common Stock was sold. 
   
     For purposes of calculating the above "amount received by 
the Claimant when such Existing Common Stock was sold", if the 
Claimant was the owner of such shares of Existing Common Stock at 
the time of the filing of its Proof of Claim, then the "amount 
received" for purposes of determining the Allowed Amount of the 
Claimants' Class 9 Claim shall be either a) the sales price 
(after deducting for commissions and other sale costs if such 
were readily determinable from the sales documentation provided 
to the Trustee) at which the Claimant sold the subject Existing 
Common Stock 

                                                         Page 43
<PAGE>

(provided the Claimant has given the Trustee written evidence of 
such sale before the filing of the Plan) or b) if the Claimant 
has not so provided the Trustee with written evidence of the sale 
price (or has not sold the subject stock), then at the per share 
value of the Plan Common Stock as determined by the Bankruptcy 
Court at the Confirmation Hearing (i.e., between $1.93 and $2.36 
for each share of Existing Common Stock).  Plan Exhibit "I" 
reflects the Allowed (unless listed as disputed) Section 510(b) 
Equity Claims in Class 9 where the Claimant has NOT provided the 
Trustee with written evidence of the sale price of the Existing 
Common Stock and Plan Exhibit "H" reflects the Allowed (unless 
listed as disputed) Section 510(b) Equity Claims in Class 9 where 
the Claimant has provided the Trustee with such written evidence 
of the sale price of the Existing Common Stock.  In light of the 
estimated value of the Existing Common Stock (i.e., between $1.93 
and $2.36 per share), for purposes of Class 9 Claim calculation 
(i.e., the Claimant's original claim as uniformly calculated by 
the Trustee as set forth in Column 1 of Plan Exhibit "I", less 
the estimated value of the Existing Common Stock as will be 
reflected in Column 2 of Plan Exhibit "I"), any Class 9 
Claimant who purchased its Existing Common Stock for less than 
the aforesaid estimated value of the Existing Common Stock is 
Allowed no Class 9 Claim against the Estate and, therefore, in 
that instance, the Claimant's Class 9 Claim in Column 3 of Plan 
Exhibit "I" is listed at zero (i.e., such Claimant is not 
Allowed a Class 9 Claim against the Estate because the Claimant 
has suffered no damages in that the Claimant paid less to acquire 
the Existing Common Stock than the current estimated value of 
such Existing Common Stock).

     All of the Allowed Class 9 Claims (as set forth on Plan 
Exhibit "H" and Column 3 of Plan Exhibit "I") will be 
combined with the Class 10 CIGNA Claim and such combined Classes 
will divide 

                                                         Page 44
<PAGE>

on a Pro Rata basis 11,686,723 shares of Plan Common Stock.  
Depending on the value determined by the Bankruptcy Court at the 
Confirmation Hearing of the Plan Common Stock, the Claimants in 
Class 9 will each receive, pursuant to the Plan, Plan Common 
Stock having an estimated value of between approximately 51% and 
63% of each Claimant's Allowed Class 9 Claim.  See Section V of 
this Disclosure Statement for a discussion concerning the 
estimated value of the Plan Common Stock and Section VI, I. of 
this Disclosure Statement for a discussion concerning the Reverse 
Stock Split. 

L.   CIGNA CLAIM - CLASS 10.

     The Allowed CIGNA Claim will be treated as an Allowed 
Section 510(b) Equity Claim in the amount of eleven million 
dollars ($11,000,000.00).  Said Class 10 CIGNA Claim shall be 
combined with the Class 9 Allowed Section 510(b) Equity Claims 
and such combined Classes (9 and 10) will receive 11,686,723 
shares of Plan Common Stock to be Pro Rata divided among the 
Claimants in such Classes.  Depending on the value determined by 
the Bankruptcy Court at the Confirmation Hearing of the Plan 
Common Stock, the Claimant in Class 10 will receive, pursuant to 
the Plan, Plan Common Stock having an estimated value of between 
51% and 63% of its Allowed $11 million Section510(b) Equity 
Claim.  See Section V of this Disclosure Statement for a 
Discussion concerning the estimated value of the Plan Common 
Stock and see Section VI, I. of this Disclosure Statement for a 
discussion concerning the Reverse Stock Split.

M.   EQUITY INTERESTS (EXISTING COMMON STOCK) (CLASS 11).  

     For a discussion of the current common stock ownership of 
Bonneville (Class 11 in the Plan), including the Existing Common 
Stock held by the Trustee, see Section VI, D. of this Disclosure 

                                                         Page 45
<PAGE>

Statement.  Pursuant to the Plan, the Class 11 Interestholders 
will retain the 11,686,723 shares of Existing Common Stock and 
the Interestholders' legal, equitable and contractual rights to 
which such Interest in the Reorganized Debtor entitles the holder 
of such Interest in the Reorganized Debtor shall be unaltered.  
As part of the Plan, the 9,476,344 shares of Existing Common 
Stock held by the Trustee and the 211,933 shares of stock held by 
the Debtor shall, upon the Effective Date, be delivered to the 
Reorganized Debtor and canceled.  The estimated value of each 
share of the Existing Common Stock to be retained by the Class 11 
Interestholders is the same as the estimated value of each share 
of Plan Common Stock (i.e., between $1.93 and $2.36 per share); 
the estimated value of the Plan Common Stock will be determined 
by the Bankruptcy Court at the Confirmation Hearing.  See Section 
V of this Disclosure Statement for a discussion concerning the 
estimated value of the Plan Common Stock and see Section VI, I. 
of this Disclosure Statement for a discussion concerning the 
Reverse Stock Split.

N.   DISCRETIONARY NOTES AND HALCYON PAYMENT. 

     In order to provide the Estate with sufficient Cash on hand 
to make all of the Cash payments required pursuant to the Plan, 
the Trustee negotiated with two (2) of the largest Claimants in 
Class 4 (Halcyon and CoMac) a provision that if the Trustee (in 
his discretion) deems it appropriate such Claimants would take 
promissory notes totaling up to $3.25 million in lieu of a 
portion of the Cash to which such Claimants would otherwise 
receive by reason of their Class 4 Claims.  Specifically, in lieu 
of a portion of the Cash distributions to which said Claimants 
are entitled as set forth in Article 4.2(d) of the Plan, said 
Claimants agreed, as permitted by Section 1123(a)(4) of the 
Bankruptcy Code, to accept promissory notes, in the form set 
forth on Plan Exhibit "I", in equal amounts totaling up to 
$3.25 million (up to $1,612,500.00 

                                                         Page 46
<PAGE>

each).  It shall be in the Trustee's sole and absolute discretion 
to determine, at the Distribution Date, whether to pay said 
Claimants' Class 4 Claims wholly in Cash or to pay said 
Claimants' Class 4 Claims partly in Cash and partly with the 
Discretionary Notes (which notes shall collectively total not 
less than $500,000.00 and not more than $3,250,000.00).  If the 
Trustee does elect to pay said Claimants' Class 4 Claims in part 
with the Discretionary Notes, then i) Halcyon will receive one of 
the Discretionary Notes and the Cash to which Halcyon would have 
otherwise been entitled pursuant to Article 4.2(d) of the Plan 
will be proportionately reduced and ii) CoMac will receive one of 
the Discretionary Notes and the Cash to which CoMac would have 
otherwise been entitled pursuant to Article 4.2(d) of the Plan 
will be proportionately reduced.  The Discretionary Notes, if 
issued, will be delivered by the Trustee to the Indenture Trustee 
and the Indenture Trustee will then deliver the Discretionary 
Notes to Halcyon and CoMac in partial satisfaction of the Cash 
payment to which Halcyon and CoMac would have otherwise been 
entitled pursuant to Article 4.2(d) of the Plan.  The 
Discretionary Notes will bear simple interest at the rate of ten 
percent (10%) per annum from the Distribution Date until they are 
paid in full.  The Discretionary Notes, with all accrued interest 
thereon, will be payable in full in one lump sum one (1) year 
after the Distribution Date.  The Discretionary Notes may be 
prepaid, in whole or in part, at any time without penalty, with 
any payments first being applied to accrued interest and the 
balance to the reduction of principal.  All payments on the 
Discretionary Notes shall be made by the Reorganized Debtor 
directly to the holders of the Discretionary Notes.  Until the 
Discretionary Notes are paid in full, the Reorganized Debtor may 
not incur debt other than trade debt in the ordinary course of 
business; this limitation applies only to the Reorganized Debtor 
and does not apply to any of the Reorganized 

                                                         Page 47
<PAGE>

Debtor's Subsidiaries.  In addition to all other distributions to 
which Halcyon is entitled pursuant to the Plan, at the 
Distribution Date the Trustee shall pay to Halcyon the sum of 
four hundred thousand dollars ($400,000.00) in Cash as a 
settlement of Halcyon's Claim, pursuant to its loan documents, 
for post-petition attorneys' fees.  No other Claim by any 
Claimant in Classes 1 through 11 for post-petition attorneys' 
fees shall be Allowed .

O.   IMPAIRED (CLASS 5 THROUGH 10) AND UNIMPAIRED (CLASS 1 
THROUGH 4 AND 11) CLASSES.  

     Section 1124 of the Bankruptcy Code defines when a class of 
claims or interests is impaired.  Section 1124 was amended in 
1994, but such amendments are not applicable to the Debtor's 
Reorganization Case.  Pursuant to Section 1124(3), the Plan 
treats Classes 1 through 4 as unimpaired because Claimants in 
such Classes will receive, pursuant to the Plan, Cash at the 
Effective Date in the full amount of each Claimant's Allowed 
Claim.  Pursuant to Section 1124(1), Class 11 is not impaired as 
each Interestholder is retaining its Existing Common Stock and 
the Interestholders' legal, equitable and contractual rights to 
which such Interest in the Reorganized Debtor entitles the holder 
of such Interest in the Reorganized Debtor is unaltered by the 
Plan.  Classes 5 through 10 are impaired by the Plan as their 
respective Claims are not being paid in full in Cash.  Although 
Classes 1, 2, 3, 4 and 11 are not treated as impaired under the 
Plan, pursuant to Article 10.4 of the Plan the holders of Claims 
or Interests in such Classes are entitled to vote; if the 
Bankruptcy Court determines  that one or more of Classes 1, 2, 3, 
4 or 11 are impaired, then the vote of such Class shall be 
counted to determine if such Class has voted to accept or to 
reject the Plan.

           V.  ESTIMATED VALUATION OF PLAN COMMON STOCK

     As set forth in Section III of this Disclosure Statement, 
the estimated value of Bonneville's assets (as of December 31, 1997) is 

                                                         Page 48
<PAGE>

approximately $219,984,326.00.  In order to pay Classes 1 through 
4 (sometimes herein referred to as the "Senior Claimants") as 
set forth in the Plan (as of December 31, 1997),(25) the Trustee 
estimates that $145,745,161.00 in Cash (or Discretionary Notes) 
distributions will be made to the Senior Claimants as follows:

Type of Payment                               Approximate Amount

Class 1 (Other Priority Claims)                     $4,366

Class 2 (Bank Debt Claims)                      31,512,340

Class 3 (Trade and Other Claims)                 3,750,000

Class 4 (Current Debenture Claims)              64,750,169

Post-petition Interest to December 31, 
1997 and Halcyon Payment (see footnote 25)      45,728,286

Total Payments to Senior Claimants            $145,745,161

- ---------------
(25) Although the Plan will not be considered for Confirmation 
     until well after the December 31, 1997 date used by the 
     Trustee in calculating the current Cash held by the Estate 
     (see Section III of this Disclosure Statement) and the amounts 
     of Cash which will be distributed to the Senior Claimants 
     pursuant to the Plan (see above, even though such Senior 
     Claimants will receive interest through the Distribution 
     Date), the Trustee anticipates that the Cash held by the 
     Estate as of December 31, 1997 (approximately $150 million) 
     will earn interest (at a rate estimated to average in excess 
     of 5% per annum) on and after January 1, 1998 in approximately 
     the same amount as the interest on the Senior Claimants' 
     (Classes 1 through 4) $100 million in prepetition Claims will 
     accrue interest on and after January 1, 1998 since the 
     "blended rate" of interest payable on the Senior Claimants' 
     $100 million in prepetition Claims as set forth in the Plan is 
     approximately 7.50% per annum.  Hence, since the interest to 
     be earned by the Estate after January 1, 1998 should be 
     approximately the same as the interest to be paid to Senior 
     Claimants after January 1, 1998, the figures set off one 
     another and, therefore, no adjustment in the figures used in 
     this Section V needs to be made due to the interest to be 
     earned by or to be paid by the Estate for periods after 
     January 1, 1998.

                                                         Page 49
<PAGE>

After all distributions to the Senior Claimants in Classes 1 
through 4, BUT BEFORE PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS, 
the remaining net worth of the Debtor (assets estimated of 
$219,984,326.00 less distributions to Senior Claimants estimated 
at $145,745,161.00) is approximately $74,239,165.00.

     In order to pay Classes 5 through 8 as provided in this 
Plan, of the remaining approximately $74,239,165.00 available 
after paying Classes 1 through 4, approximately $14,119,500.00 
worth of Plan Common Stock must be paid to Classes 5 through 8 
which figure is calculated as follows:

Class (and its Plan Distribution)           Approximate Value of the 
                                            Plan Common Stock to be 
                                            Distributed

Class 5 (100% of Allowed Claim)             $ 5,500,000.00
Class 6 (70% of Original Claim)               7,000,000.00
Class 7 (25% of Original Claim)                 725,000.00
Class 8 (10% of Allowed Claim)                  894,500.00

Total Estimated Value of Plan Common 
Stock to Classes 5 through 8                $14,119,500.00

     Concerning unpaid Administrative Claims, as discussed in 
Section IV, C. of this Disclosure Statement, the Trustee 
currently estimates that such Administrative Claims (through the 
Effective Date) could be as low as five million dollars 
($5,000,000.00) (hereafter the "Low Range") or as high as 
fifteen million dollars ($15,000,000.00) (hereafter the "High 
Range").(26)  In order to set 

- ---------------
(26) This estimate should be revised downwards as the Estate pays 
     Administrative Claims, particularly professional fees.  For 
     example, see footnote 15 herein.  However, the estimate could 
     also have to be revised upwards if the Estate were to incur 
     additional post-petition tax liabilities as generally 
     discussed in Section IV, C. 2. of this Disclosure Statement or 
     if the Estate incurs unanticipated additional costs in 
     connection with the Trustee's efforts to confirm this Plan.

                                                         Page 50
<PAGE>

the estimated value of the Plan Common Stock for purposes of the 
Plan, the Bankruptcy Court will have to estimate, at the 
Confirmation Hearing, the amount of the Administrative Claims 
that will be paid by the Estate.

     If the Administrative Claims are estimated by the Bankruptcy 
Court at the Low Range ($5 million), then the estimated value of 
the Plan Common Stock would be approximately $2.36 per share and, 
therefore, Classes 5 through 8 would receive approximately 5.98 
million shares of Plan Common Stock before the Reverse Stock 
Split.  In explanation, if Allowed Administrative Claims total $5 
million, then the Estate, after payment of such Administrative 
Claims and Classes 1 through 4, would have a remaining value of 
approximately $69,239,165.00 to be divided among Classes 5 
through 11; therefore, Classes 5 through 8 would receive 
approximately 5.98 million shares of Plan Common Stock (the 
approximately $14,119,500.00 payable to Classes 5 through 8 
divided by approximately $2.36 per share), Classes 9 and 10 would 
receive 11,686,723 of Plan Common Stock and Class 11 would retain 
its 11,686,723 shares of Existing Common Stock, for a total of   
approximately 29.35 million shares of issued common stock of the 
Reorganized Debtor(27) (after the Reverse Stock Split there would 
be approximately 7.34 million shares of issued common stock in 
the Reorganized Debtor).  

     If the Administrative Claims are estimated by the Bankruptcy 
Court at the High Range ($15 million), then the estimated value 
of the Plan Common Stock would be approximately $1.93 per share 
and, 

- ---------------
(27) Bonneville's existing corporate documents authorize it to 
     issue up to fifty million (50,000,000) shares of its common 
     stock.

                                                         Page 51
<PAGE>

therefore, Classes 5 through 8 would receive approximately 7.32 
million shares of Plan Common Stock before the Reverse Stock 
Split.  In explanation, if Allowed Administrative Claims total 
$15 million, then the Estate, after payment of such 
Administrative Claims and Classes 1 through 4, would have a 
remaining value of $59,239,165.00 to be divided among Classes 5 
through 11; therefore, Classes 5 through 8 would receive 
approximately 7.32 million shares of Plan Common Stock 
(approximately $14,119,500.00 divided by approximately $1.93 per 
share), Classes 9 and 10 would receive 11,686,723 of Plan Common 
Stock and Class 11 would retain its 11,686,723 shares of Existing 
Common Stock, for a total of approximately 30.69 million shares 
of issued common stock of the Reorganized Debtor(27) ( after the 
Reverse Stock Split there would be approximately 7.67 million 
shares of issued common stock in the Reorganized Debtor).

     The following table summarizes the various estimated 
calculations (as set forth above in this Section V) which form 
the basis for the estimate of the value of the Plan Common Stock 
as set forth in this Disclosure Statement; the value of the Plan 
Common Stock will be established by the Bankruptcy Court at the 
Confirmation Hearing.

                                                         Page 52
<PAGE>

<TABLE>
<CAPTION>
	LOW RANGE	                                                   HIGH RANGE
(Administrative                                               (Administrative
Claims)                                                       Claims)
<S>                <C>                                        <S>
$219,984,326       Total estimated assets (Section III        $219,984,326
                   of this Disclosure Statement)

($145,745,161)     Less estimated Plan distributions to       ($145,745,161)
                   Classes 1 through 4

$74,239,165        Remaining balance of assets after          $74,239,165
                   estimated Plan distributions to 
                   Classes 1 through 4

($5,000,000)       Less estimated amount for payment          ($15,000,000)
(Low Range)        for Administrative Claims                  (High Range)

($14,119,500)      Less estimated Plan distributions          ($14,119,500)
                   (Plan Common Stock) for payment to 
                   Classes 5 through 8

$55,119,665        Remaining balance of assets available      $45,119,665
                   for Classes 9, 10 and 11 after 
                   estimated Plan distributions 
                   to Administrative Claimants and 
                   Classes 1 through 8

$2.36 per share    Remaining balance of assets divided        $1.93 per share
                   by 23,373,446 shares of stock 
                   (11,686,723 shares of Plan Common 
                   Stock to Classes 9 and 10 and 
                   11,686,723 shares of Existing 
                   Common Stock retained by Class 11)

63%                Approximate percentage return to           51%
                   Classes 9 and 10 (11,686,723 shares 
                   of Plan Common Stock times above 
                   per share stock price divided by 
                   $44 million in estimated Allowed 
                   Claims in Classes 9 and 10)

5.98 million       Approximate number of shares of            7.32 million
shares             Plan Common Stock issued to Classes        shares
                   5 through 8 at above per share 
                   price (to satisfy $14,119,500 in 
                   distributions)

29.35 million      Approximate total number of shares         30.69 million 
shares             of common stock in the Reorganized         shares
                   Debtor before the Reverse Stock 
                   Split (above number of shares for 
                   Classes 5 through 8 plus 11,686,723 
                   shares to Classes 9 and 10 and 
                   11,686,723 shares retained by Class 
                   11 (after the Reverse Stock Split 
                   the number of shares of common 
                   stock in the Reorganized Debtor 
                   would be reduced by 75%)
</TABLE>

                                                         Page 53
<PAGE>

     IT IS POSSIBLE THAT THE BANKRUPTCY COURT WILL ESTIMATE, AT 
THE CONFIRMATION HEARING, THE ALLOWED ADMINISTRATIVE CLAIMS AT 
SOMEWHERE IN BETWEEN THE LOW RANGE ($5 MILLION) AND THE HIGH 
RANGE ($15 MILLION).  In that event, the number of shares of Plan 
Common Stock to be issued to Classes 5 through 8 in order to 
satisfy the approximately $14,119,500.00 worth of value (in the 
form of Plan Common Stock) to be distributed to such Classes will 
be adjusted accordingly (with the range being from approximately 
5.98 million shares to 7.32 million shares before the Reverse 
Stock Split) and, THEREFORE, THE ESTIMATED VALUE OF THE PLAN 
COMMON STOCK WILL ALSO BE ADJUSTED ACCORDINGLY (with the range 
being from approximately $1.93 per share to $2.36 per share).

     Neither the Trustee, his Professionals, the Estate, the 
Debtor, current management, nor the Reorganized Debtor know at 
what price the Reorganized Debtor's common stock (i.e., both the 
Existing and the Plan Common Stock after the Reverse Stock Split) 
will trade if the Reorganized Debtor's common stock trades on a 
publicly recognized market.  The values used herein (except for 
Cash) are estimates only and are included herein only for 
purposes of the Plan and are not an indication of the stock 
market value of the Debtor (or the Reorganized Debtor), either 
currently or subsequent to the Confirmation of the Plan.  Neither 
the Trustee, his Professionals, the Estate, the Debtor, current 
management, nor the Reorganized Debtor make any representation or 
warranty of any kind whatsoever, express or implied, regarding 
the value of the Plan Common Stock issued under the Plan.  While 
the Trustee and the Reorganized Debtor will exercise reasonable 
efforts to attempt to list the Reorganized Debtor's common stock 
on the NASDAQ National Market System or the NASDAQ Small Cap 
Market, there can be no assurance that the Reorganized Debtor's 
common stock will actually 

                                                         Page 54
<PAGE>

trade or, if the Reorganized Debtor's common stock does trade, 
that it will trade at or near a price equal to the levels 
estimated herein.(28)

     In order to facilitate the trading of the common stock of 
the Reorganized Debtor, as soon as practicable (as determined by 
the Trustee) after the Effective Date there will be a Reverse 
Stock Split so that for every four (4) shares of Existing Common 
Stock or Plan Common Stock there will be one (1) share of common 
stock in the Reorganized Debtor. For a discussion of the Reverse 
Stock Split and the minimum stock prices required for listing by 
NASDAQ, see Section VI, I. of this Disclosure Statement.

         VI.  FURTHER DISCUSSION OF THE TERMS OF THE PLAN

A.   FURTHER DISCUSSION CONCERNING CURRENT DEBENTURE CLAIMS 
(CLASS 4).

     Class 4 (Current Debenture Claims) is owed, as of the 
Petition Date, $64,750,168.95 as specified in the Proof of Claim 
(No. 146) filed by the Indenture Trustee (Norwest Bank of 
Minnesota, N.A.).  This Claim will be paid in full in Cash.  
Pursuant to Article 4.3(c) of the Plan, this Allowed Class 4 
Claim will also receive 

- ---------------
(28) The valuation of any equity securities such as the Plan Common 
     Stock is subject to uncertainties and contingencies, all of 
     which are difficult to predict.  Actual market prices of the 
     Reorganized Debtor's common stock following the Distribution 
     Date (and after the Reverse Stock Split) will depend upon, 
     among other things, the prices at which shares of companies in 
     the same or similar lines of business then trade relative to 
     the earnings of those companies, conditions in the financial 
     markets, the anticipated initial securities-holding period of 
     creditors, some of whom may prefer to liquidate their 
     investment rather than hold it on a long-term basis, and 
     other factors that generally influence the prices of 
     securities.  Actual market prices of the Reorganized Debtor's 
     common stock (after the Reverse Stock Split) may also be 
     affected by the Debtor's history in Chapter 11 and/or by other 
     factors not possible to predict.  Accordingly, the value 
     established by the Bankruptcy Court at the Confirmation 
     Hearing for the Plan Common Stock does not purport to be an 
     estimate of the post-reorganization market trading value of 
     the Reorganized Debtor's common stock after the Reverse Stock 
     Split.  Such trading value  (after the Reverse Stock Split) 
     may be materially different from the value discussed herein or 
     that established by the Bankruptcy Court at the Confirmation 
     Hearing.

                                                         Page 55
<PAGE>

post-petition interest from the Petition Date to the Distribution 
Date at the simple rate (without compounding) of 7.32% per annum. 
Also see Article 4.4 of the Plan and Section VI, N. of this 
Disclosure Statement.

     The Indenture Trustee will be responsible for ascertaining 
the Persons entitled to receive the Cash being distributed to the 
Indenture Trustee for the benefit of the holders of the 
Debentures entitled to receive payment in respect to their 
Allowed Debenture Claim as provided in the Plan.  Specifically, 
the Indenture Trustee's Claim will be paid to the Indenture 
Trustee as set forth in the Plan; no distributions shall be made 
by the Estate, the Trustee or the Reorganized Debtor directly to 
the holders of the Debenture Claims deemed to be entitled to 
payment in respect of their Allowed Debenture Claims and 
Confirmation of the Plan will disallow the Claim of any holders 
(to the extent the Bankruptcy Court has not previously disallowed 
such Claims of the beneficial holders).  All Allowed post-
petition fees and/or costs of the Indenture Trustee shall be paid 
as an Administrative Claim subject to the application by the 
Indenture Trustee to the Bankruptcy Court and Allowance of any 
such Administrative Claim by the Bankruptcy Court after notice 
and hearing.  All prepetition unpaid fees and/or costs of the 
Indenture Trustee as set forth in Claim No. 146, with interest 
thereon as provided in Article 4.3(c) of the Plan, shall be paid 
to the Indenture Trustee out of the distributions made to the 
Indenture Trustee pursuant to Article 4.2(d) and pursuant to 
Article 4.3(c) of the Plan.

     While the Debentures are arguably contractually subordinated 
to payment of Class 2 Bank Debt, since Bank Debt is being paid in 
full with post-petition interest (see Article 4.3(b) of the 
Plan), this subordination provision is not relevant.  Even if 
such subordination provision were an issue, it is the Trustee's belief 

                                                         Page 56
<PAGE>

that the Debentures would probably not be subordinated to the 
post-petition interest allegedly owed on the Bank Debt because of 
the judicially recognized doctrine known as the "Rule of 
Explicitness".  In any event, since Claims in Class 2 are being 
paid in full with post-petition interest, the Plan, at Article 
4.2(b), provides that Claimants in Class 2 will have no claim or 
causes of action against the Indenture Trustee or any other 
Creditors (relating to the Bank Debt), including Claimants in 
Classes 4, 5 and 6.

     The Debentures were convertible into the common stock of the 
Debtor at a conversion price of approximately $11.59 per share of 
Existing Common Stock.  Since the value of the Existing Common 
Stock is far less than this conversion price, the conversion 
feature of the Debentures has no value.  The conversion feature 
(option) will terminate upon Confirmation of the Plan.

B.   FURTHER DISCUSSION CONCERNING DEEPLY SUBORDINATED CLAIMS 
(CLASS 8).

     Such Claims, which total $8,945,000.00, are subordinated to 
all other Claims pursuant to settlement agreements entered into 
between the Trustee and the respective Claimants which agreements 
were approved by the Bankruptcy Court.  For example, the 1994 
Settlement Agreement between the Trustee and Fuji Bank provided:

     The [Fuji] Bank shall be allowed an unsecured claim in 
     the amount of Four Million Dollars ($4,000,000.00) which 
     claim is subordinated and inferior in payment priority to 
     all other claims against the estate of any kind 
     whatsoever, including, but not limited to, late filed 
     claims, subordinated debenture holder claims, equity 
     claims, claims of equity holders or subordinated 
     debenture holders who have sold their stocks or bonds and 
     claims which have been subordinated pursuant to 11 U.S.C. 
     Section 510(b).  The claim of the Bank provided for in 
     this paragraph shall be in parity with other claims 
     subordinated by stipulation by the claimant and the 
     Trustee in a manner similar to the claim of the Bank.

The Fuji Bank Claim has now been assigned.

                                                         Page 57
<PAGE>

     Although the Class 8 Claims are inferior to all other Claims 
against the Estate, an argument can be made that the Class 8 
Claims are superior to, or on parity with, current equity 
interests (Class 11).  However, in order to compromise and settle 
such issue (instead of litigate), the Plan provides that said 
Class 8 Claims will receive Plan Common Stock having an estimated 
value, as set forth in the Plan, equal to ten percent (10%) of 
such Allowed Claims (i.e., Class 8 Claimants will receive 
$894,500.00 worth of Plan Common Stock) to be Pro Rata divided 
among the Class 8 Claimants.

C.   CIGNA CLAIM (CLASS 10).

     The CIGNA Claim (which has now been assigned to a joint 
venture consisting of Wellhead Electric Co. Inc. and Frank 
Klepetko) arose from the Debtor's involvement in a gas fired 
power plant located in Lehi, Utah.  CIGNA's original Claim was 
Claim No. 136 in the amount of $11,517,569.45.  In the December 
20, 1993 Settlement Agreement between the Trustee and CIGNA 
(which was approved by the Bankruptcy Court on February 1, 1994) 
the parties agreed that CIGNA would have an Allowed Claim as set 
forth in paragraph 3 of the Settlement Agreement which provided 
as follows:

     CIGNA shall be allowed an unsecured claim in the amount 
     of ten million dollars ($10,000,000.00) which claim is 
     subordinated and inferior in payment priority to (except 
     as otherwise specified in the following sentence) all 
     other general unsecured claims against the estate 
     including, but not limited to, late filed claims, 
     subordinated debenture holder claims and those creditors 
     having claims arising from the purchase or sale of such 
     subordinated debentures.  Provided, however, the claim of 
     CIGNA as specified in this paragraph shall be on parity 
     with equity claims and the creditors having claims 
     arising from the purchase or sale of common stock.

As set forth in the above language, it was the Trustee's intent 
that the CIGNA Claim be on parity with Section 510(b) Equity 

                                                         Page 58
<PAGE>

Claims; therefore, the CIGNA Claim is combined, for distribution 
purposes, with the Class 9 Section 510(b) Equity Claims.

     However, the past and current holders of the CIGNA Claim 
have asserted, based upon a number of arguments,(29) that the 
CIGNA Claim should not be classified with Class 9 Section 510(b) 
Equity Claims because of the unique nature in which such Claim 
arose; i.e., the holders of the CIGNA Claim argue that the CIGNA 
Claim is different from the Class 9 Claims and, therefore, the 
CIGNA Claim is entitled to additional distributions from the 
Estate.  In order to settle and compromise this dispute (as well 
as to settle and compromise the current holder of the CIGNA Claim 
asserted "substantial contribution" Claim and other Claims), 
the Trustee and such current holder of the CIGNA Claim have 
agreed (in the December 31, 1997 Conditional Letter Agreement) 
that the CIGNA Claim would be treated as an eleven million dollar 
($11,000,000.00) Allowed Claim and then combined with the Class 9 
Section 510(b) Equity Claims for Plan distribution purposes in 
accordance with Article 4.2 of the Plan.

D.   EQUITY INTERESTS (EXISTING COMMON STOCK) (CLASS 11).

     As of the Petition Date the Trustee estimates that there 
were approximately 21,375,000 shares of issued Existing Common 
Stock, of which 211,933 shares were held by the Debtor as 
treasury stock.  During the Trustee's tenure he has reached 
various settlements which have resulted in a net of 9,476,344 
shares being transferred 

- ---------------
(29) The past and current holders of the CIGNA Claim argued, among 
     other things, that the December 20, 1993 settlement between 
     the Trustee and CIGNA did not subordinate the CIGNA Claim to 
     post-petition interest Claims of Senior Creditors and, 
     therefore, a hybrid of the "Rule of Explicitness" prevented 
     the CIGNA Claim from being so subordinated.

                                                         Page 59
<PAGE>

to the Trustee.  Such transferred shares were received by the 
Trustee from the following:

TRANSFEROR                           NUMBER OF SHARES

Portland General                     7,842,067
L. Wynn Johnson                        493,766
Robert Wood                            444,265
Raymond Hixson                         273,987
Deedee Corradini                       205,366
Westinghouse                           190,000
Robert Pratt                           101,733
Jack Dunlop                                160

TOTAL                                9,551,344

Seventy-five thousand (75,000) shares of stock received by the 
Trustee were used, with Bankruptcy Court approval, in 1997 to 
remedy a stock imbalance created by Jack Dunlop (an insider of 
Bonneville) relating to a 75,000 share "lost" stock certificate 
which was in fact not lost; accordingly, the net shares received 
by the Trustee currently total 9,476,344.   While the Trustee 
will vote the stock held by him in favor of the Plan, as part of 
the settlement and compromise reflected in the Plan, all of the 
treasury stock and all of the remaining stock held by the Trustee 
will be canceled on the Effective Date, therefore, leaving 
11,686,723 of remaining Existing Common Stock before the Reverse 
Stock Split. 

     Portland General owns two million (2,000,000) shares of 
Existing Common Stock pursuant to the September 9, 1996 
Settlement Agreement between the Trustee and Portland General, which 

                                                         Page 60
<PAGE>

Settlement Agreement was approved by the Bankruptcy Court.  
Pursuant to such Settlement Agreement (paragraph 2), Portland 
General has agreed to cooperate with the Trustee in the   
reorganization of Bonneville.  The Settlement Agreement also 
provides for certain restrictions on Portland General's ability 
to transfer its shares.

     On April 22, 1997 investment partnerships affiliated with 
Wexford Management LLC announced that they had filed a Schedule 
13D with the Securities and Exchange Commission reflecting that 
such partnerships had acquired 752,500 shares of the Debtor at a 
total cost of $602,592.00.  

     In October of 1997 persons or entities affiliated with C. 
Derek Anderson and Plantagenet filed a Schedule 13D with the 
United States Securities and Exchange Commission reflecting that 
such persons or entities had acquired 586,300 shares at a total 
cost of approximately $768,000.00.  On or about March 25, 1998 
the Schedule 13D was amended to reflect additional shares 
purchased by the Plantagenet entities.  According to the amended 
Schedule 13D, it appears that as of approximately March 20, 1998 
C. Derek Anderson, Patricia Love Anderson, John Zappettini, 
Anderson Capital Management Inc., Plantagenet Capital Management, 
L.L.C., Plantagenet Capital Partners, L.P., and Plantagenet 
Capital Funds, L.P. collectively own 912,300 shares of the 
Existing Common Stock which the Trustee estimates was acquired 
for a total purchase price of $1,352,719.60.  In the Schedule 13D 
filed by the Anderson/Plantagenet persons or entities, such 
persons or entities calculate their percentage ownership interest 
in Bonneville based upon 11.6 million shares of Existing Common 
Stock instead of the higher number of shares of Existing Common 
Stock discussed in the first paragraph of this Section VI, D. of 
this Disclosure Statement.

                                                         Page 61
<PAGE>

E.   POST-PETITION INTEREST (CLASSES 1, 2, 3 AND 4).

     Senior creditors (i.e., those in Classes 2, 3 and 4) have 
argued that a) Bank (Class 2) and Trade (Class 3) debt should 
receive post-petition interest at the "default" rate specified 
in their various agreements with the Debtor (such rates would 
likely range from 9% to 18% or more) and b) the Debenture 
Claimants should receive interest at the 7 3/4% rate set forth in 
the Debenture compounded semiannually from August 15, 1991 (the 
date of the last interest payment by the Debtor on the 
Debentures; with such compounding the effective yield on the 
Debenture would be approximately 9.4% per annum if calculated as 
simple interest).  At a minimum, the senior creditors argue that 
they are entitled to post-petition interest at their respective 
contract (non-default) rate; such non-default contract rates 
would be on average more than 8% per annum on the Bank Debt, 7_% 
per annum on the Debentures and various different per annum rates 
on the Trade Debt.

     Some junior creditors or equity holders (particularly those 
in Classes 9, 10 and 11) have argued, using various theories 
(e.g., their various interpretations of Section 510(b), Section 
726(a)(5), the "Rule of Explicitness", NEW VALLEY, 168 B.R. 73, 
etc.), that senior creditors should receive little, if any, post-
petition interest or that such interest should be paid only when 
the Estate allegedly became "solvent" by reason of litigation 
recoveries.(30) An adversary proceeding, ANDERSON V. HALCYON, 
A.P. No. 97PA-2396, wherein an Interestholder, C. Derek Anderson, 
filed a declaratory complaint against Halcyon seeking a 
declaration limiting the amount of post-petition interest to be 
paid to senior creditors, was dismissed without prejudice on or 
about March 30, 1998 (with the order entered on April 15, 1998) 
with the Bankruptcy Court ruling

- ---------------
(30) If all Claims in Classes 1 through 10 were fully Allowed and 
     were entitled to receive post-petition interest at the Federal 
     Judgment Rate or some other reasonable rate from the Petition 
     Date, then the Debtor's estate would NOT be solvent.

                                                         Page 62
<PAGE>

that the post-petition interest rate issue would be considered in 
the Plan confirmation process.

     The Trustee and some of his Professionals have researched 
this post-petition interest issue and have carefully considered 
the arguments made by both the junior and senior creditors.  The 
Debtor's reorganization proceeding presents an unusual set of 
facts; i.e., it is unusual for a debtor such as Bonneville, that 
was to a large degree an instrument used by certain Insiders to 
improperly raise money from the public in the form of equity and 
to incur large (and unpayable) debts to financial institutions 
and the holders of the Debentures, to now have enough assets (the 
majority of which were generated through litigation settlements) 
to not only pay "senior" creditors in full, but also to be able 
to make distributions to subordinated Claims such as those in 
Classes 5 through 10 and permit Interestholders (Class 11) to 
retain their interest in Bonneville. 

     The Trustee believes under the unique factual circumstances 
and equities of Bonneville's Chapter 11 case that it is 
appropriate that some interest be paid to senior unsecured 
creditors because to do otherwise would result in the illogical 
conclusion that senior creditors would receive substantially less 
in this six year old Chapter 11 case than they would receive if 
the Chapter 11 case were converted to one under Chapter 7.  CF. 
11 U.S.C. Sections 726(a)(5) and 1129 (a)(7).  In order to 
Confirm the Plan, the Bankruptcy Court must find that the Plan is 
proposed in good faith.  11 U.S.C. Section 1129(a)(3).  Good 
faith is not defined in the Bankruptcy Code.  It is generally 
held that a plan is proposed in good faith if there is a 
reasonable likelihood that the plan will achieve a result 
consistent with the objectives and purpose of the Bankruptcy 
Code. A further refinement of the test for whether 

                                                         Page 63
<PAGE>

a plan is proposed in good faith is found in the notion that the 
plan must provide for fundamental fairness in dealing with 
creditors.

     One of the alternatives considered by the Trustee for 
payment of post-petition interest to the senior creditors issue 
was to pay interest at the Federal Judgment Rate proscribed by 28 
U.S.C. Section 1961.  The Federal Judgment Rate on the Petition 
Date (December 5, 1991) was 4.98% per annum, COMPOUNDED ANNUALLY. 
 With this annual compounding the effective rates of interest (if 
interest to senior creditors were calculated on the Federal 
Judgment Rate and if distributions from the Estate were delayed 
for years while the competing groups of creditors and/or 
Interestholders litigated with one another over the post-petition 
interest issue) would be approximately as follows:

Period Starting                 Approximate Effective Rate of Interest 
                                for the Subject Year Period

December 5, 1991                              4.98%
December 5, 1992                              5.23%
December 5, 1993                              5.49%
December 5, 1994                              5.76%
December 5, 1995                              6.05%
December 5, 1996                              6.35%
December 5, 1997                              6.67%
December 5, 1998                              7.00%
December 5, 1999                              7.35%
December 5, 2000                              7.71%
December 5, 2001                              8.10%
December 5, 2002                              8.50%

                                                         Page 64
<PAGE>

     After considering the arguments of all parties, after 
studying the Bankruptcy Code (and its predecessor) and the case 
law, and after lengthy negotiations with certain Creditors which 
resulted in the December 31, 1997 Conditional Letter Agreement, 
the Trustee, in good faith, believes that the most fair and 
equitable manner in which to deal with the post-petition interest 
issue is to pay limited interest to the senior classes (Class 1 
through 4) from the Petition Date (or at such later date as the 
Creditor actually advanced funds to or for the benefit of 
Bonneville) to the Distribution Date, at the compromise interest 
rates set forth in Article 4.3 of the Plan.  While the rates of 
interest to be paid to the senior creditors as set forth in the 
Plan are for some Classes higher than the presently applicable 
Federal Judgment Rate, the rates for all the senior creditors are 
lower than the non-default contract rates and are significantly 
lower than the default or compound rates originally proposed by 
the senior creditors.  The Trustee believes that this treatment 
of the post-petition interest issue is in the best interest of 
the Estate, its Creditors and its Interestholders because such 
resolution complies with the good faith requirement of Section 
1129(a)(3),(31) is reasonable in light of the law on this issue 
and, if the Plan is confirmed, would facilitate the Debtor 
quickly emerging from bankruptcy rather than 

- ---------------
(31) See IN RE NEW VALLEY, 168 B.R. 73, 80-81 (Bankr., D.N.J. 
     1994).  The Trustee believes it is appropriate to pay post-
     petition interest to senior creditors because, in addition to 
     the other reasons stated herein, the senior Claimants may have 
     a valid right to such interest and there is no principled 
     purpose served, especially in light of the objectives and 
     purposes of the Bankruptcy Code, to transfer value from senior 
     creditors, who have waited more than six (6) years to be paid, 
     to equity holders.  CF. 11 U.S.C. Sections 726(a)(5) and 
     1129(a)(7).  Further, a determination that post-petition 
     interest must be paid to impaired creditors (i.e., creditors 
     receiving 99% of their claim in cash and 1% of their claim in 
     stock) but not to unimpaired creditors (i.e., creditors 
     receiving 100% of their claim in cash) may be illogical, 
     unfair, contrary to the rules of statutory interpretation, and 
     inconsistent with the objectives and purposes of the Bankruptcy Code.

                                                         Page 65
<PAGE>

having the Debtor continue in a bankruptcy proceeding (for 
perhaps several years) while competing parties litigate (and then 
appeal) the issue.

     The Trustee has reflected on Bonneville's books and intends 
to reflect in Bonneville's corporate income tax returns for the 
year ended December 31, 1997 the Estate's post-petition interest 
liability as set forth in Article 4.3 of the Plan.  If it were to 
be subsequently determined that the Estate is not obligated to 
pay post-petition interest as generally set forth in the Plan or 
if the Internal Revenue Service were to successfully contest the 
Estate's treatment of this post-petition interest issue, then it 
is likely that the Estate would have a material tax liability for 
calendar year 1997 well in excess of the Trustee's current 
estimate of such liability.

F.   CONSISTENT CLAIM CALCULATION.

     The provisions of the Plan for Classes 5, 6, 7 and 9 
specifies the manner (method) in which each Claim is to be 
estimated and calculated.  Specifically, the amount of claims in 
each Class are calculated using a single, uniform formula for the 
purpose of determining the amount of each Claim (regardless of 
the amount set forth on the Proof of Claim actually filed by the 
Claimant).  These provisions of the Plan were included by the 
Trustee in order to a) provide to the extent reasonably possible 
that each Claimant in a particular Class would have its Claim 
calculated in a manner consistent with all other Claims in that 
Class and b) to save the Estate the tens of thousands of dollars 
(if not more) in administrative costs which would be incident to 
the Trustee objecting to hundreds of claims simply on the ground 
that the Claimants had not used a consistent methodology in 
calculating their Claims.  As set forth in the Plan and the order 
of the Bankruptcy Court approving this Disclosure Statement (see 
Exhibit 4 attached hereto), ANY CLAIMANT OBJECTING TO SUCH METHOD OF CLAIM 

                                                         Page 66
<PAGE>

CALCULATION MUST OBJECT, IN WRITING, AT LEAST TEN (10) DAYS PRIOR 
TO THE START OF THE CONFIRMATION HEARING, IN WHICH EVENT THE 
TRUSTEE MAY OBJECT TO THE CLAIMANT'S ENTIRE CLAIM ON ANY BASIS 
AND THE MATTER WILL THEN BE ADJUDICATED BY THE BANKRUPTCY COURT; 
i.e., if one or more Claimant in Classes 5, 6, 7 or 9 disputes 
the Amount of its Allowed Claims as compromised and settled by 
the Trustee as set forth in the Plan, then each such Claimant 
must object, in writing, at least ten (10) days prior to the 
start of the Confirmation Hearing, to such compromised Allowed 
Claim in which event the Trustee may object to the Claimant's 
ENTIRE Claim and take the position that the Claimant has no 
allowable Claim of any kind against the Debtor or its Estate 
(also see footnotes 18, 19, 20 and 24 of this Disclosure 
Statement).

G.   SUBORDINATION OF CLASSES 5, 6, 7, 8, 9 AND 10.

     Pursuant to the provisions of 11 U.S.C. Section 510(b), 
Claimants in Classes 5, 6, 7, 8, 9 and 10 are likely 
subordinated, for distribution purposes, to Classes 2, 3 and 4.  
Specifically, 11 U.S.C. Section 510(b) provides:

     For the purpose of distribution under this title, a claim 
     arising from rescission of a purchase or sale of a 
     security of the debtor or of an affiliate of the debtor, 
     for damages arising from the purchase or sale of such a 
     security, or for reimbursement or contribution allowed 
     under section 502 on account of such a claim, shall be 
     subordinated to all claims or interests that are senior 
     to or equal the claim or interest represented by such 
     security, except that if such security is common stock, 
     such claim has the same priority as common stock.

Accordingly, Classes 5 through 10 do not receive as favorable 
treatment under the Plan as do unsecured Creditors in Classes 1 
through 4 who are not subject to the subordination mandate of 11 
U.S.C. Section 510(b).  The Plan provides, however, that Classes 
1 through 4 waive further enforcement of such subordination 
provisions in exchange for their treatment under the Plan.

                                                         Page 67
<PAGE>

H.   DIVISION BETWEEN CLASSES 9, 10 AND 11.

     While 11 U.S.C. Section 510(b) provides that "For purposes 
of distribution under this title . . . [Class 9 and 10 Claims 
have] the same priority as common stock", the Bankruptcy Code 
does not clearly specify how the remaining value of the Debtor 
(after paying Classes 1 through 8) is to be divided between the 
Class 9 and 10 Claimants and the Class 11 Equity Interests.  To 
the best of the Trustee's knowledge no reported case decision has 
even discussed, let alone decided, this issue.

     In any event, the Plan provides that in order to provide 
Classes 9 and 10 with the same priority as the Interestholders, 
Classes 9 and 10 will receive and on a Pro Rata basis will divide 
11,686,723 of Plan Common Stock in satisfaction of their 
approximately $44 million in Claims against the Estate.  
Accordingly, Classes 9 and 10 will hold the same number of shares 
in the Reorganized Debtor as do the Interestholders (Class 11).  
The Trustee believes that such a division among Classes 9, 10 and 
11 is fair and equitable, is consistent with the literal reading 
of 11 U.S.C. Section 510(b), and is in the best interest of the 
Estate, its Creditors and its Interestholders.  As soon as 
practicable after the Effective Date, the Reverse Stock Split 
(see below) will occur.

I.   REVERSE STOCK SPLIT. 

     As discussed in Section V of this Disclosure Statement, the 
estimated value of the Plan Common Stock, which value will be 
established by the Bankruptcy Court at the Confirmation Hearing, 
is estimated to be between $1.93 and $2.36 per share.  The 
Trustee believes that in order to facilitate the trading of the 
Reorganized Debtor's common stock (which includes both the 
Existing and Plan Common Stock) on the NASDAQ National Market 
System or the NASDAQ Small Capitalization Market, the per share 
value of the Reorganized Debtor's common stock should be 
increased by having a one (1) for 

                                                         Page 68
<PAGE>

four (4) Reverse Stock Split.  In explanation, by reducing the 
number of issued shares in the Reorganized Debtor by seventy-five 
percent (75%), the perceived value of such remaining shares 
(after the Reverse Stock Split) should be correspondingly 
increased thus resulting in the remaining shares (after the 
Reverse Stock Split) potentially trading at a price which should 
be in excess of the per share minimum price required by NASDAQ. 

     Specifically, the Existing Common Stock of the Debtor is 
currently traded on a limited basis on the "Over-the-Counter" 
Market and quoted in the National Quotation Bureau's Pink Sheets. 
The  Trustee believes that it will be in the best interest of 
the holders of the Reorganized Debtor's common stock to have the 
common stock of the Reorganized Debtor traded on either the 
NASDAQ National Market System or the NASDAQ Small Cap Market.  In 
order to meet the initial listing requirements for the NASDAQ 
National Market System, the Reorganized Debtor must have a 
minimum bid price for its common stock of $5.00 per share.  In 
order to meet the initial listing requirements for the NASDAQ 
Small Cap Market, the Reorganized Debtor must have a minimum bid 
price of $4.00 per share for its common stock.  Accordingly, it 
is anticipated that the Reverse Stock Split will result in the 
common stock of the Reorganized Debtor trading at a price which 
should be in excess of the per-share minimum price required by 
NASDAQ.

     Even if the Reorganized Debtor meets all of the initial 
listing requirements of either the NASDAQ National Market System 
or the NASDAQ Small Cap Market System, there can be no assurance 
that the common stock of the Reorganized Debtor (after the 
Reverse Stock Split) will be listed on either of such NASDAQ 
systems.  The listing of a stock on either the NASDAQ National 
Marketing System or the NASDAQ Small Cap Market System is solely 
within the discretion of NASDAQ, even if a company desiring 
listing meets all 

                                                         Page 69
<PAGE>

listing requirements.  While the Trustee and the Reorganized 
Debtor will exercise reasonable efforts to attempt to list the 
Reorganized Debtor's common stock (after the Reverse Stock Split) 
on either the NASDAQ National Market System or the NASDAQ Small 
Cap Market, there can be no assurance that the Reorganized 
Debtor's common stock (after the Reverse Stock Split) will trade 
on a public market or will actually trade at a price equal to or 
near the estimated values set forth herein(32).

     The Reverse Stock Split will occur as soon as practicable 
(as determined by the Trustee) after the Effective Date.  
Specifically, WHEN DISTRIBUTIONS, PURSUANT TO THE PLAN, ARE TO BE 
MADE TO CLAIMANTS IN CLASSES 5 THROUGH 10 EACH CLAIMANT WILL 
RECEIVE COMMON STOCK IN THE REORGANIZED DEBTOR WHICH ALREADY 
REFLECTS THE EFFECTS OF THE REVERSE STOCK SPLIT.  For example, if 
a Claimant, pursuant to the Plan, is entitled to receive four 
hundred (400) shares of Plan Common Stock, then at the 
Distribution Date and because of the Reverse Stock Split, the 
Claimant will receive one hundred (100) shares of the common 
stock in the Reorganized Debtor.

- ---------------
(32) The valuation of any equity securities such as the Plan Common 
     Stock is subject to uncertainties and contingencies, all of 
     which are difficult to predict.  Actual market prices of the 
     Reorganized Debtor's common stock following the Distribution 
     Date (and after the Reverse Stock Split) will depend upon, 
     among other things, the prices at which shares of companies in 
     the same or similar lines of business then trade relative to 
     the earnings of those companies, conditions in the financial 
     markets, the anticipated initial securities-holding period of 
     creditors, some of whom may prefer to liquidate their 
     investment rather than hold it on a long-term basis, and other 
     factors that generally influence the prices of securities.  
     Actual market prices of the Reorganized Debtor's common stock 
     (after the Reverse Stock Split) may also be affected by the 
     Debtor's history in Chapter 11 and/or by other factors not 
     possible to predict.  Accordingly, the value established by 
     the Bankruptcy Court at the Confirmation Hearing for the Plan 
     Common Stock does not purport to be an estimate of the post-
     reorganization market trading value of the Reorganized 
     Debtor's common stock after the Reverse Stock Split.  Such 
     trading value (after the Reverse Stock Split) may be 
     materially different from the value discussed herein or that 
     established by the Bankruptcy Court at the Confirmation 
     Hearing.

                                                         Page 70
<PAGE>

J.   GOHLER CLASS ACTION LITIGATION.

     The GOHLER Class Action Litigation is a consolidated, 
certified (for settlement purposes only) class action pending in 
the United States District Court for the District of Utah, Case 
No. 92-C-181S (GOHLER, ET AL. V. WOOD, ET AL.).  The litigation 
was commenced in early 1992 and relates to the alleged wrongdoing 
of the Bonneville Insiders and others.  Neither the Trustee nor 
the Debtor are in any way presently involved in such litigation 
and the Trustee does not anticipate that he, the Debtor or the 
Reorganized Debtor will become involved in the litigation at any 
time in the future.  Some of the Debtor's Creditors or 
Interestholders may also have an interest in the Gohler Class 
Action Litigation.

     The class representative plaintiffs in the GOHLER class 
action are represented by, among others:

               Blake M. Harper
               Milberg, Weiss, Bershad, Hynes & Lerach
               Attorneys at Law
               600 West Broadway, Suite 1800
               San Diego, California 92101
               (619) 231-1058

               Thomas R. Karrenberg
               Anderson & Karrenberg
               Attorneys at Law
               50 West Broadway, #700
               Salt Lake City, Utah 84101
               (801) 534-1700

The only remaining defendant in the GOHLER class action 
litigation is the law firm of Mayer, Brown & Platt.

                                                         Page 71
<PAGE>

     In 1995 and in 1998 the GOHLER class action plaintiffs 
reached settlements with the previously named defendants, which 
settlements have, after estimated payment of certain fees and 
costs to the plaintiffs' attorneys, resulted in the plaintiffs or 
their attorneys now holding cash (or its equivalent) which the 
Trustee estimates to be in excess of sixteen and one-half million 
dollars ($16,500,000.00).    The remaining defendant has filed a 
motion to dismiss and such motion has been under advisement for 
several years.

     To date, no distributions have been made to the members of 
the Gohler Class Action from any of the settlements.  The 
District Court has not yet directed that claims be filed in the 
Gohler Class Action Litigation and, therefore, the Trustee 
believes that it may be some time before members of the Gohler 
Class Action receive any distribution from the Gohler Class 
Action Litigation.

     The Plan is not intended to interfere with a) any claims or 
causes of action possessed by the Gohler class action plaintiffs, 
the Class or the members of the Class (or any of them) in the 
Gohler Class Action Litigation or b) any defenses or other rights 
possessed by the remaining defendant in the Gohler Class Action 
Litigation.

K.   CERTAIN MISCELLANEOUS PROVISIONS.(33)

     1.   JURISDICTION.  As set forth in Article VIII of the 
Plan, the Bankruptcy Court will retain broad jurisdiction and 
venue over almost all matters concerning the Estate, the Debtor, 
the Reorganized Debtor, Claims, the Plan and all matters related 
to the Plan, including distributions.

- ---------------
(33) This Disclosure Statement only summarizes some of the various 
     provisions of the Plan.  For all the terms and conditions of 
     the Plan, the Plan itself must be read in its entirety.  If 
     any inconsistency exists between the Plan and this Disclosure 
     Statement, the terms of the Plan control.

                                                         Page 72
<PAGE>

     2.   EXECUTORY CONTRACTS.  The Plan constitutes and 
incorporates a motion by the Trustee, pursuant to Section 365 of 
the Bankruptcy Code, to reject any and all executory contracts 
and unexpired leases of the Debtor, except: a) those which shall, 
before the Confirmation Date, have been rejected or assumed 
pursuant to an Order of the Bankruptcy Court or be the subject of 
pending motions by the Trustee to reject or assume pursuant to 
Section 365 of the Bankruptcy Code; b) those executory contracts 
and unexpired leases specifically designated on the schedule 
attached as Exhibit "K" to the Plan (if any) which are to be 
assumed, or assumed and assigned where applicable, by the Trustee 
(which list may be further amended or supplemented prior to the 
Confirmation of the Plan); and c) those which are specifically 
treated otherwise in the Plan.  Executory contracts which are 
expressly assumed in the Plan by the Debtor (and assigned to the 
Reorganized Debtor) are 1) the "Office Building Lease" 
agreement between KTR/Dorn LLC, as successor-in-interest to 50 
West Broadway Associates as landlord and Bonneville Pacific 
Corporation as tenant, dated February 14, 1996, and any 
extensions thereof, concerning the Debtor's lease of its Salt 
Lake City, Utah, office space; 2) the 1992 Legal Representation 
Agreement between the Trustee and the law firm of Beus, Gilbert & 
Morrill; and 3) those contracts in any way related to the ongoing 
operations of a) the NCA # 1 power project located near Las 
Vegas, Nevada (including the Debtor's guarantee of the tax exempt 
financing relating to such project); b) Bonneville Pacific 
Services Company, Inc.; c) Bonneville Fuels Corporation and its 
affiliates and subsidiaries; and d) the Kyocera power project 
located near San Diego, California.  All of the aforesaid 
executory contracts expressly assumed pursuant to the Plan are 
current and no defaults need to be cured.  The Trustee on behalf 
of the Debtor expressly rejects any and all prepetition contracts 
related to stock options (relating to 

                                                         Page 73
<PAGE>

the Existing Common Stock) previously granted by the Debtor to 
the Debtor's officers, directors or employees or to any other 
Person; the Trustee believes that such options, to the extent 
they have not already expired, have no value.

     3.   DISCHARGE OF ALL DEBTS AND RELATED INJUNCTION.  The 
Plan provides for the complete discharge and release of all 
Claims, debts or obligations of any kind whatsoever of the 
Debtor, the Estate, the Trustee or his Professionals, or the 
Reorganized Debtor.  See, for example, Articles 5.10, 6.2 and 6.6 
of the Plan. Article 6.5 of the Plan states that the Confirmation 
Order will provide for a permanent injunction relating to any 
such Claims, debts or obligations.  Specifically, Article 6.2 of 
the Plan provides:

     DISCHARGE AND RELEASE OF CLAIMS.  Except as otherwise 
     provided in this Plan, the entry of the Confirmation 
     Order, as of the Effective Date, will act as a full and 
     complete discharge of all Claims against the Debtor, the 
     Estate, the Reorganized Debtor, current management, the 
     Trustee and his Professionals of any nature whatsoever 
     that arose, or has been asserted against, the Debtor or 
     Estate at any time before the entry of the Confirmation 
     Order or that arises from any pre-Confirmation conduct of 
     the Debtor or the Estate whether or not the Claim is 
     known to or knowable by the Claimant or Interestholder. 
     The discharge will become effective as to each Claim, 
     whether or not the Claim constituted an Allowed Claim, 
     whether or not the holder of the Claim voted to accept 
     this Plan and whether or not the Claim  was classified or 
     treated in this Plan.  The Confirmation Order shall be a 
     judicial determination of discharge of all Claims against 
     or liabilities of the Debtor and the Estate, and all 
     successors thereto.  In addition, the Confirmation Order 
     will operate as a general adjudication with prejudice, as 
     of the Effective Date, of all pending legal proceedings 
     against the Debtor or the Estate and its assets and 
     properties as well as any proceedings not yet instituted 
     against the Debtor or the Estate or its assets and 
     properties, except as otherwise provided in this Plan. 
     Pursuant to Section 524 of the Bankruptcy Code, the 
     discharge herein provided shall operate as an injunction 
     against the prosecution of any Claim so discharged.  This 
     Plan shall not alter, amend or affect the effectiveness 
     of the Bankruptcy Court's previously entered "Order 
     Establishing a Supplementary Claims Bar Date" dated 
     September 10, 1996 and entered on September 11, 1996.

                                                       Page 74
<PAGE>

Article 6.5 of the Plan provides:

     PERMANENT INJUNCTION.  Except as otherwise expressly 
     provided in this Plan, all Persons who have held, hold or 
     may hold Claims or Interests are permanently enjoined on 
     and after the Confirmation Date from: a) commencing or 
     continuing in any manner any action or other proceeding 
     of any kind with respect to any such Claim or Interest 
     against the Debtor, the Estate, the Reorganized Debtor, 
     the Trustee, the Trustee's Professionals, Affiliates, 
     Subsidiaries, or any of their respective officers, 
     directors, employees with respect to any such Claim or 
     Interest; b) the enforcement, attachment, collection or 
     recovery by any manner or means of any judgment, award, 
     decree, or order against the Estate, the Debtor, the 
     Reorganized Debtor, the Trustee, the Trustee's 
     Professionals, Affiliates, Subsidiaries, or any of their 
     respective officers, directors, employees with respect to 
     any such Claim or Interest; c) creating, perfecting or 
     enforcing any encumbrance of any kind against the Estate, 
     the Debtor, the Reorganized Debtor, the Trustee, the 
     Trustee's Professionals, Affiliates, Subsidiaries, or any 
     of their respective officers, directors, employees or 
     against the property of the Debtor, the Estate, the 
     Reorganized Debtor, the Trustee, the Trustee's 
     Professionals, Affiliates, Subsidiaries, or any of their 
     respective officers, directors, employees with respect to 
     any such Claim or Interest; d) asserting any setoff, 
     right of subrogation, or recoupment of any kind against 
     any obligation due the Debtor, the Estate, the 
     Reorganized Debtor, the Trustee, the Trustee's 
     Professionals, Affiliates, Subsidiaries, or any of their 
     respective officers, directors, employees or against the 
     property of the Debtor, the Estate, the Reorganized 
     Debtor, the Trustee, the Trustee's Professionals, 
     Affiliates, Subsidiaries, or any of their respective 
     officers, directors, employees with respect to any such 
     Claim or Interest; and e) any act, in any manner, in any 
     place whatsoever, that does not conform to, or comply 
     with, the provisions of this Plan or the Plan Documents; 
     provided, however, that such permanent injunction shall 
     not impair the rights of the Reorganized Debtor to 
     prosecute any Debtor Action.  Further, this Plan shall 
     not alter, amend or affect the effectiveness of the 
     Bankruptcy Court's previously entered "Order 
     Establishing a Supplementary Claims Bar Date" dated 
     September 10, 1996 and entered on September 11, 1996.

     4.   WARRANTY BY CLAIMANTS OF ENTITLEMENT TO DISTRIBUTIONS. 
In addition to Claimants consenting to the continuing 
jurisdiction of the Bankruptcy Court (see Article 11.18 of the 
Plan), Article 11.3 of the Plan provides as follows:

     DUE AUTHORIZATION BY CLAIMANTS.  In making the 
     distributions required by this Plan, the Trustee may rely 

                                                      Page 75
<PAGE>

     for all purposes on the records of the Clerk of the 
     Bankruptcy Court as to whether a Claim has been 
     transferred in strict compliance with Rule 3001(e) of the 
     Bankruptcy Rules.  Each and every Claimant who 
     participates in the distributions provided for herein 
     warrants to the Trustee, the Debtor, the Estate and the 
     Reorganized Debtor that such Claimant is authorized to 
     receive and accept, in consideration of its Claim against 
     the Debtor or the Estate, the distributions provided for 
     in this Plan, and that there are no executory or 
     consummated commitments, agreements, assignments, or 
     understandings, express or implied, that may or can in 
     any way defeat or modify the rights conveyed, or 
     obligations undertaken, by such Claimant under this Plan. 
     By accepting any distribution provided for by the Plan, 
     the Claimant is representing and warranting to the 
     Trustee, the Estate, the Debtor and the Reorganized 
     Debtor that the Claimant is legally entitled to the 
     distribution and the Claimant has not sold, conveyed, 
     transferred or assigned its rights to the distribution to 
     another Person.  Breach of this warranty by the Claimant 
     will result in the Claimant being liable to the Trustee, 
     the Estate, the Debtor or the Reorganized Debtor, as the 
     case may be, for all damages directly or indirectly 
     caused by such breach.  If the Claimant has transferred 
     or assigned its Claim but the Claimant nonetheless 
     received a distribution under this Plan, then the 
     assignor shall immediately transfer the distribution to 
     the assignee; however, if the assignor fails to so 
     transfer such distribution, the assignee of the Claimant 
     or Interestholder shall possess no claim, cause of action 
     or recourse of any kind whatsoever against the Estate, 
     the Trustee, the Debtor or the Reorganized Debtor (or 
     their respective agents) and the assignees' sole and 
     exclusive remedy and recourse shall be against the 
     assignor of the Claim who actually received the 
     distribution.  If, at the Distribution Date, the Trustee 
     has not been able to ascertain to his satisfaction who is 
     the Person entitled to a distribution as set forth in 
     this Plan, then the Trustee may a) refrain from making 
     such distribution until such time as the Trustee is 
     satisfied as to which Person is entitled to the 
     distribution or b) file an interpleader action with the 
     Bankruptcy Court so that the various Claimants to the 
     subject distribution can adjudicate their respective 
     Claims; in an interpleader action, the prevailing Person 
     shall pay the Trustee's (and his Professionals') 
     reasonable fees and costs incurred in connection with the 
     interpleader action.

     5.   REVESTING.  Article 6.4 of the Plan provides that 
except as otherwise provided in the Plan, in order to implement 
the Plan all assets and property of the Estate will vest, free 
and clear, with the Reorganized Debtor at the Effective Date.

     6.   TWO (2) YEAR PERIOD TO RECEIVE DISTRIBUTIONS.  Pursuant 
to Articles 5.2(c), 5.9 and 5.19 of the Plan, Claimants 
(including but not limited to Current Debenture Claims in Class 
4) have only 

                                                         Page 76
<PAGE>

two (2) years after the Effective Date to take possession of 
their Cash or Plan Common Stock.  If such distributions have not 
been timely claimed by or otherwise delivered to the Claimant, 
then such distributions will be the sole and exclusive property 
of the Reorganized Debtor and the Claimant's right to receive 
such distributions, or to assert any Claim related thereto, or to 
assert any claim under the Plan, shall be discharged and forever 
barred.

     7.   CLAIM OBJECTIONS, LATE CLAIMS OR AMENDED CLAIMS.  
Pursuant to Article 5.4(c) of the Plan, after the start of the 
Confirmation Hearing only the Trustee may file and prosecute 
objections to prepetition Claims filed against Bonneville and/or 
its Estate.  Pursuant to Article 5.16 of the Plan, no filed or 
scheduled Claim can be amended upwards after the commencement of 
the Confirmation Hearing.  No Late Claims will be Allowed 
because, among other things, the Plan was negotiated and then 
drafted assuming that distributions would be made only on the 
Claims which had been (or were adjudicated by the Bankruptcy 
Court prior to the filing of the Plan to be deemed to be) timely 
filed; accordingly, the Estate, its Creditors and its 
Interestholders would be severely prejudiced if Late Claims were 
to be Allowed and, therefore, the Plan bars the Allowance of any 
Late Claims.  The Plan also provides that the Trustee or the 
Reorganized Debtor (but only with a unanimous resolution by its 
board of directors) may settle or compromise any Disputed Claim 
without Bankruptcy Court approval when less than $100,000.00 is 
in actual dispute.  Pursuant to Article 5.4(b) of the Plan, no 
interest will be paid to a Claimant on Disputed Claims (or from 
the Disputed Claim Reserve) after the Distribution Date.

     8.   DEBTOR'S BUSINESS RECORDS AND OTHER DOCUMENTS.  
Pursuant to Article 11.20 of the Plan, after the Effective Date the Trustee 
or the Reorganized Debtor may dispose of (destroy) such prepetition 

                                                         Page 77
<PAGE>

or post-petition business records or other documents of the 
Estate, the Debtor or its Affiliates as Trustee or the 
Reorganized Debtor, in their sole business judgment, deem 
appropriate without further notice.

     9.   ERISA COMPLIANCE.  Pursuant to Article 11.21 of the 
Plan, the Trustee, the Estate, the Debtor and the Reorganized 
Debtor may take all appropriate actions, including the 
expenditure of Cash, to comply with all the Debtor's, the 
Estate's, the Reorganized Debtor's or its Affiliates' legal 
requirements mandated by ERISA or similar state or federal laws 
including but not limited to matters related to the Debtor's 
(with its Affiliates) Section 401(K) plan (which is being fully 
retained by the Reorganized Debtor) and the Debtor's (with its 
Affiliates) ESOP plan (which ESOP has been, or will be, 
terminated).

     10.  ADMINISTRATIVE CLAIM BAR DATE.  Except as otherwise 
provided in Article 11.8 of the Plan (which deals with the post-
Effective Date fees of the Trustee or his Professionals), Article 
11.7 of the Plan provides that the Confirmation Order will 
operate to set an Administrative Claim bar date which bar date 
shall be sixty (60) days after the Effective Date.

     11.  CASH IN LIEU OF SMALL STOCK DISTRIBUTION.  Article 
5.2(e) of the Plan provides that at the sole and exclusive option 
of the Trustee, any Claimant in Classes 5 through 10, inclusive, 
who otherwise would be entitled pursuant to the Plan to receive 
four hundred (400) or fewer shares of Plan Common Stock (before 
the Reverse Stock Split) may receive at the Distribution Date, 
Cash in lieu of such shares of Plan Common Stock.  The amount of 
Cash to be paid to any such Claimant would be the per share value 
of the Plan Common Stock as determined by the Bankruptcy Court at 
the Confirmation Hearing.
                                                         Page 78
<PAGE>

     12.  WHOLE SHARES OF PLAN COMMON STOCK.  The Plan Common 
Stock shall be distributed only in whole share numbers which (in 
light of the Reverse Stock Split) when divided by four equal 
integers.  See Article 5.2(d) of the Plan.  Each time a 
distribution of the Plan Common Stock is to be made under the 
Plan to a Claimant holding an Allowed Claim and such distribution 
would include a fractional share or would include whole shares 
which when divided by four would not equal an integer, then the 
distribution of such Plan Common Shares shall be rounded, either 
upwards or downwards (as the case may be), to the nearest whole 
share amount which when divided by four would equal an integer.  
For example, if a Claimant were entitled pursuant to the Plan to 
receive between 100.01 shares and 101.99 shares of Plan Common 
Stock, then the distribution would be rounded down and such 
Claimant would receive 100 shares of Plan Common Stock (or, put 
another way, 25 shares of the common stock in the Reorganized 
Debtor after taking into account the Reverse Stock Split); if a 
Claimant were entitled pursuant to the Plan to receive between 
102.00 and 103.99 shares of Plan Common Stock, then the 
distribution would be rounded up and such Claimant would receive 
104 shares of Plan Common Stock (or, put another way, 26 shares 
of common stock in the Reorganized Debtor after taking into 
account the Reverse Stock Split).

     13.  SURRENDER OF DEBENTURES OR INSTRUMENTS.  In order to be 
entitled to any distributions pursuant to the Plan, Article 
5.2(b) of the Plan provides that the Claimant must surrender its 
Debentures or instruments.

     14.  UNITED STATES TRUSTEE FEES; 28 U.S.C. SECTION 
1930(A)(6). All accrued and unpaid quarterly fees due to the 
United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) 
through the Confirmation Date shall be paid on the Effective 
Date.  Fees payable to the office of the United States Trustee 
pursuant to 28 

                                                         Page 79
<PAGE>

U.S.C. Section 1930(a)(6) after the Confirmation Date shall be 
paid by the Reorganized Debtor to the extent required by 28 
U.S.C. Section 1930(a)(6) until entry of the final decree.

   VII.   BONNEVILLE PACIFIC CORPORATION:  PRIOR TO BANKRUPTCY
                    (1980 TO DECEMBER 5, 1991)

A.   INTRODUCTION.

     Much of the information contained in this Section and in 
Section VIII of this Disclosure Statement has been generated from 
the investigations conducted by the Trustee and the Trustee's 
Professionals since the Trustee's appointment in June of 1992.  
Neither the Trustee nor any of his Professionals were involved 
with Bonneville or its management prior to the Trustee's 
appointment.  Thus, neither the Trustee nor any of his 
Professionals have first-hand knowledge of events which occurred 
prior to June 12, 1992. Moreover, many of the historical facts 
regarding Bonneville and Bonneville's operations set forth herein 
were contested by defendants in litigation commenced and/or 
pursued by the Trustee and were resolved by settlement prior to 
any final judicial determination regarding the validity of the 
allegations raised by the Trustee; in each of the settlements the 
respective defendants denied all allegations of fault, liability 
or any wrongdoing.  Neither this Disclosure Statement nor the 
Court's approval of this Disclosure Statement is intended to 
imply that the merits of the Trustee's allegations (including 
those allegations discussed in this Disclosure Statement) were 
judicially determined.  

B.   BONNEVILLE PACIFIC CORPORATION ORGANIZATION AND PREPETITION 
PUBLIC OFFERINGS.

     Bonneville was originally incorporated in the State of Utah 
in 1980 as "Hixson & Co." and was renamed "Bonneville Utah 
Corporation" ("Bonneville Utah") in 1981. The majority of 
stock 

                                                         Page 80
<PAGE>

in Bonneville Utah was owned by "Bonneville Group, Inc.," a 
company owned by a coterie consisting of L. Wynn Johnson, Robert 
L. Wood, John Dunlop, Carl T. Peterson, Raymond Hixson and Deedee 
Corradini (collectively the "Group Principals"). In 1986 
Bonneville Group Inc. transferred most of its stock in Bonneville 
Utah to the Group Principals.  In June of 1986, Bonneville 
Delaware was incorporated in Delaware and Bonneville Utah merged 
into Bonneville Delaware and was renamed "Bonneville Pacific 
Corporation." 

     Bonneville's initial public stock offering (the "IPO") 
took place in July 1986.  Upon consummation of the IPO, 
Bonneville sold 1,900,000 shares of common stock at $9.00 per 
share for net proceeds totaling $15,423,000.00. The IPO also 
included the sale of an additional 600,000 shares of stock owned 
by the Group Principals.

     Bonneville completed a second public stock offering in 1987, 
selling 2,490,000 shares of common stock at $12.50 for net 
proceeds totaling approximately $29 million.  The second public 
stock offering also included the sale of an additional 500,000 
shares of stock collectively owned by Robert Wood, Raymond 
Hixson, Wynn Johnson, Carl Peterson, John Dunlop (hereinafter 
sometimes collectively referred to as the "Bonneville 
Insiders") and Bonneville Group, Inc. 

     In 1989, Bonneville sold to the public $63,250,000 in 7 3/4% 
subordinated debentures which were due in the year 2009 (the 
"Debentures").  The Debentures were convertible to common stock 
at a conversion price of approximately $11.59 per share (subject 
to certain adjustments).(34)

- ---------------
(34) At the time the Debentures were sold, Bonneville's common 
     stock was trading at approximately $9.75 per share.  The 
     Debentures also required that the Debtor begin (in 1999) 
     making deposits into a "sinking fund" which would be used to 
     satisfy the Debtor's obligation evidenced by the Debentures in 
     the event the Debentures were not converted into common stock.

                                                         Page 81
<PAGE>

C.   PREPETITION OPERATIONS.

     Prior to the filing of Bonneville's petition in bankruptcy, 
the primary purported business of Bonneville was to develop, 
operate and sell energy projects.  Those projects included 
"alternative" power projects such as wind, biomass and 
hydroelectric facilities, which generate power from wind, water 
or non-fossil fuel sources, and "cogeneration" facilities, 
which generate two types of energy, such as electricity and steam 
or hot water, from a single fuel. The business was organized and 
conducted largely through subsidiaries and partnerships owned in 
whole or part by Bonneville. Attached hereto as Exhibit "5" is 
a list from the Statement of Affairs filed by the Debtor-in-
possession of the prepetition businesses in which the Debtor was 
a partner or owed five percent (5%) or more of the voting 
securities. The majority of the subsidiaries and partnerships 
were purportedly created for or associated with a specific power 
project or planned power project.  There were four notable 
exceptions to that rule: (1) Bonneville Foods Corporation (a 
wholly owned subsidiary of Bonneville), which grew and marketed 
produce and flowers using, inter alia, the heat generated by 
cogeneration facilities; (2) Recomp, Inc., (a corporation owned 
at various times in part by Bonneville), which owned and operated 
waste processing, recycling and composting facilities; (3) 
Bonneville Fuels Corp. (a corporation owned at various times in 
whole or in part by Bonneville), which developed and marketed oil 
and natural gas resources - selling fuel to other Bonneville 
subsidiaries and partnerships, as well as to other independent 
parties; and (4) Bonneville Pacific Services Company, Inc, (a 
wholly owned subsidiary of Bonneville), which provided management and 
operations services for power projects owned by Bonneville or its Affiliates.

                                                         Page 82
<PAGE>

     From 1986 to 1991 by most outward appearances Bonneville 
seemed to be a successful, growing and profitable business 
enterprise.  However, these appearances were deceiving.  The 
Trustee has now concluded that much of Bonneville's prepetition 
business was permeated with transactions constructed by 
Bonneville Insiders with the assistance of others, which created 
the illusion that Bonneville was profitable by showing 
"earnings" - that is, profits or income - on financial reports 
when in fact such "earnings" were fictitious.  The transactions 
were structured using, among other things, "straw" or "front" 
companies - companies that were represented as "independent" 
but were, in fact, controlled, directly or indirectly, by 
Bonneville Insiders - to purchase and sell assets at inflated 
prices.  The fictitious "earnings" transactions inflated the 
value of assets reflected on Bonneville's books and records and 
generated receivables that were reflected as assets of Bonneville 
although such receivables were, in fact, uncollectible.  All of 
the net income reported on Bonneville's financial statements from 
1985 through 1990, can be attributed to eleven such fictitious 
"earnings" transactions known as "Magic Valley", 
"Steamboat", "American Atlas", "Dinuba", "American Atlas 
Financing", "Alpac/Ecocure", "Hawaii", "Tet/Recomp", 
"BWETA", "BWETA Financing", and "Pacific Hydro".(35) 

- ---------------
(35) Detailing the structure of each of these transactions is 
     beyond the scope of this Disclosure Statement.  However, the 
     structure of the transactions and other transactions that the 
     Trustee alleged were used by Bonneville Insiders to 
     misrepresent and conceal Bonneville's financial condition are 
     detailed at pp. 15 - 129 of the Fifth Amended Complaint filed 
     by the Trustee in SEGAL (TRUSTEE) V. PORTLAND GENERAL CORP. ET 
     AL, Civil No. 92-C-364 J.  This litigation is discussed in 
     greater detail elsewhere in this Disclosure Statement. The 
     Fifth Amended Complaint is approximately six hundred (600) 
     pages in length; parties-in-interest  may read the Trustee's 
     allegations contained in the Fifth Amended Complaint (WHICH 
     ALLEGATIONS WERE AND ARE DENIED BY THE NAMED DEFENDANTS 
     INCLUDING THE BONNEVILLE INSIDERS AND THE GROUP PRINCIPALS).

                                                         Page 83
<PAGE>

     As part and parcel of some of the fictitious "earnings" 
transactions, millions of dollars were directly or indirectly 
funneled from Bonneville to the Insiders or their affiliated 
entities.  In addition, when the businesses operated by 
Bonneville's subsidiaries and partnerships were unprofitable (as 
most were), Bonneville was forced to subsidize the continued 
operations of the businesses in order to maintain the facade of 
profitability and to conceal the wrongdoing associated with the 
fictitious "earnings" transactions. As a result, Bonneville 
lost millions of dollars every year in sustaining operations of 
subsidiaries and partnerships that were incapable of repaying, or 
generating any return for Bonneville.

D.   PORTLAND GENERAL'S ENTRANCE, EXIT AND THE FILING OF 
BONNEVILLE'S BANKRUPTCY PETITION.

     The funds generated from Bonneville's public sales of stock 
and Debentures were quickly dissipated and Bonneville required 
additional cash to sustain operations and pay debts.  Bonneville 
sought a strategic partner to supply that cash.  As early as 
1989, Portland General Corporation, an Oregon-based public 
utility, and/or its affiliates or subsidiaries (hereinafter 
collectively referred to as "Portland General") considered 
becoming such a strategic partner and began an investigation of 
Bonneville for that purpose.  In 1990, Portland General, and 
professionals hired by Portland General, conducted a formal "due 
diligence" investigation.  In late 1990, Portland General and 
Bonneville entered into an agreement pursuant to which, INTER 
ALIA, Portland General: 1) agreed to transfer $10 million to 
Bonneville in return for a $10 million note convertible to 
1,333,333 shares of Bonneville stock at $7.50 per share; 2) 
agreed that, following completion of due diligence, Portland 
General would pay Bonneville $20 million for 3,333,333 newly 
issued shares of Bonneville stock (then about 20% of Bonneville's 
issued stock at $6 per share); 3) agreed to pay $4 million for 
warrants to purchase an additional 4 million

                                                         Page 84
<PAGE>

shares of Bonneville stock at $6 per share; 4) received 
an option to purchase additional Bonneville stock sufficient in 
amount to enable Portland General to own approximately 49% of 
Bonneville's issued common stock; and 5) was granted the right to 
designate three persons for election to Bonneville's Board of 
Directors.  On September 21, 1990, in furtherance of that 
agreement, Portland General paid $10 million dollars in exchange 
for a promissory note that was convertible to Bonneville stock.  
On October 23, 1990, Portland General paid $20 million for 
3,333,333 shares of Bonneville stock and paid $4 million to 
purchase stock warrants.  Also on October 23, 1990, four members 
of Bonneville's board of directors resigned and Portland General 
designated three persons to serve as directors.  After that time 
Portland General's officers and other personnel became involved 
in the operation and management of Bonneville.

     After Portland General's entrance, Bonneville's businesses 
continued to sustain multi-million dollar losses from operations 
and Bonneville required infusions of cash from Portland General 
to sustain those businesses and to pay Bonneville's debts.  
Portland General asserts that it ultimately paid a total of 
$49,603,300.00 for Bonneville stock and "loaned" Bonneville 
$27,186.458.96.  On or about November 11, 1991, Portland General 
announced that it was withdrawing all financial support from 
Bonneville and the members of Bonneville's board of directors who 
were designated by Portland General resigned.  Bonneville was 
left without sufficient funds to sustain operations and pay debts.

                                                         Page 85
<PAGE>

     Bonneville, after raising cash by selling its one-half 
interest in the NCA # 2 Power Project to a subsidiary of 
Texaco,(36) filed its voluntary petition under Chapter 11 of the 
Bankruptcy Code on December 5, 1991. 

E.   PREPETITION MANAGEMENT, COMPENSATION AND OTHER TRANSFERS.

     The following individuals were material to Bonneville's 
prepetition operations, or in understanding prepetition 
events:(37)

     1.   THE BONNEVILLE INSIDERS.

          a.   Robert Wood ("Wood"): At various times from and 
     after 1980 Wood served as Managing Director, CFO, President, 
     CEO, and Chairman of the Board of Directors.  Wood was 
     Chairman of Bonneville's Board of Directors, CEO and President 
     of Bonneville at the time of the filing of Bonneville's 
     petition in bankruptcy.

- ---------------
(36) The NCA # 2 Power Project is an 85 megawatt "sister" project 
     with NCA # 1.  Until shortly before Bonneville's Chapter 11 
     filing, subsidiaries of both Bonneville (Bonneville Nevada 
     Corp. "BNC") and Texaco (Texaco Black Mountain Inc. "TBMI") 
     were developing both of the projects.  However, after Portland 
     General withdrew from Bonneville, Bonneville was faced with 
     both a lack of cash and the need to continue to expend funds 
     and resources to complete the development of NCA # 2.  Since 
     Bonneville needed cash and did not have sufficient resources 
     to continue the funding of the NCA # 2 Project, on or about 
     November 27, 1991 Bonneville and BNC sold BNC's fifty percent 
     (50%) interest in NCA # 2 to TBMI for $4,000,000.00 in cash 
     plus additional "contingent payments".  In satisfaction of 
     the aforesaid contingent payments, TBMI, with Bankruptcy Court 
     approval, paid BNC an additional $1,000,000.00 on or about 
     October 30, 1992.

(37) Typically, officers and directors of Bonneville were also 
     officers and directors of one or more Bonneville subsidiaries 
     and affiliates.  Only a few of the offices held by key 
     officers and directors are identified in this part of this 
     Disclosure Statement.

                                                         Page 86
<PAGE>

          b.   L. Wynn Johnson ("Johnson"): At various times from 
     and after 1980, Johnson served as President or as "Managing 
     Director of Planning" of Bonneville.  Johnson was a Director 
     of Bonneville at the time of the filing of Bonneville's 
     petition in bankruptcy.

          c.   John T. Dunlop ("Dunlop"): At various times after 
     1987, Dunlop acted as "Managing Director of Special Projects" 
     and was President and CEO of Recomp.  Dunlop was President and 
     CEO of Recomp at the time of the filing of Bonneville's 
     petition in bankruptcy.(38)

          d.   Raymond L. Hixson ("Hixson"): At various times 
     Hixson acted as Chairman of Bonneville's Board of Directors 
     and Bonneville's CEO.  Hixson resigned his position as officer 
     of Bonneville in January, 1990 and resigned from Bonneville's 
     Board of Directors in October, 1990.

          e.   Carl T. Peterson ("Peterson"): Carl Peterson acted 
     as an officer and/or Director of Bonneville from 1985 until 
     August, 1989.

     2.   OTHER OFFICERS.

          a.   Robert N. Pratt ("Pratt"): Director and/or 
     President and COO of Bonneville from June 1986 to November 2, 
     1990.

          b.   Stephen A. Nadauld ("Nadauld"): Director of 
     Bonneville from June 1986 to October 23, 1990 and Vice 
     Chairman and CFO from March 1990 to May 15, 1991.

          c.   Clark M. Mower ("Mower"):  Vice President of 
     Development from November 2, 1990 through the filing of 

- ---------------
(38) Dunlop was dismissed from Recomp in March of 1992 when it was 
     discovered that he had removed large sums of money from Recomp 
     for his own benefit.

                                                         Page 87
<PAGE>

     Bonneville's bankruptcy; President and a Director of 
     Bonneville since early 1992.

          d.   Robert A. Keegan ("Keegan"): Vice President of 
     Development from March 1988 to November 2, 1990 and Executive 
     Vice President from November 2, 1990 through the filing of 
     Bonneville's petition in bankruptcy (Keegan's employment ended 
     the day after the filing of Bonneville's bankruptcy 
     petition.). 

          e.   Jerry L. Hansen ("Hansen"): Vice President of Solid 
     Waste from September 1989 through November 2, 1990 and 
     Executive Vice President from November 2, 1990 through the 
     filing of Bonneville's petition in bankruptcy; terminated by 
     the Trustee in 1992.  Mr. Hansen was also an officer of and 
     employed by Recomp.

          f.   James S. Goff ("Goff"):  Vice President of 
     Engineering and Construction from 1987 to April 1990 and Vice
     President of Construction from April 1990 to November 1990.

          g.   Robert A. Malone ("Malone"):  Vice President of 
     Engineering from April 1990 through the filing of Bonneville's 
     bankruptcy petition; resigned November 30, 1992.

          h.   Gerald C. Monson ("Monson"): Vice President of 
     Accounting from April 1989, through the filing of Bonneville's 
     petition in bankruptcy; terminated by the Trustee  in the 
     summer of 1993.

          i.   Kenneth Bell ("Bell"): Vice President and Treasurer 
     from April 1987 to February 1990.

                                                         Page 88
<PAGE>

          j.   John A. McTear ("McTear"): Vice President of 
     Operations from July 1988 to December 13, 1991.

          k.   Greg Twombly ("Twombly"): Vice President of 
     Bonneville in charge of Bonneville Fuels Corp. from September 
     1989 until December 1991.

          l.   David P. Hirschi ("Hirschi"): Vice President, 
     Secretary and General Counsel of Bonneville from October 1986 
     until February 1990.

          m.   Mark E. Rinehart ("Rinehart"): Vice President, 
     Secretary and General Counsel of Bonneville from March 1990 
     through the filing of Bonneville's petition in bankruptcy; 
     resigned on September 17, 1993 at the suggestion of the 
     Trustee.

     3.   EXECUTIVE COMPENSATION.  From 1989 to 1991, 
Bonneville's payroll included  $9,792,358.13 paid to officers and 
directors.  Approximately one-third of that amount was paid to 
Bonneville Insiders.

     4.   SEVERANCE PAYMENTS.  In 1989 and 1990, when Bonneville 
was seeking a strategic partner to supply cash to Bonneville, 
Bonneville and several officers of Bonneville entered into 
"Employment Agreements" which provided, INTER ALIA, that 
Bonneville would pay the officer 2.9 times the officer's annual 
salary as severance pay if the officer's employment was 
terminated as a result of a "change in control" of Bonneville. 
Officers with such Employment Agreements included Wood, Johnson, 
Dunlop, Rinehart, Monson, Hirschi, Hansen, Malone, McTear, 
Keegan, Twombly, Mower, Pratt, Nadauld, Goff, Bell, Todd Stevens 
("Stevens"), and Lynn E. Anderson ("Anderson").

     Each of the above-referenced officers, with the exception of 
Mower who completed his contract and Malone who voluntarily 
terminated his employment, possessed potential claims pursuant to 

                                                         Page 89
<PAGE>

such Employment Agreements.  In February of 1990, Hirschi was 
paid $245,000.00; Stevens was paid $92,500.00; Bell was paid 
$285,000.00; between May and September, 1991, Johnson was paid 
$246,828.00; between December, 1990 and November 1991, Pratt, 
and/or his wholly owned corporation, Moriah Enterprises, were 
paid more than $1 million; between May and July, 1991, Nadauld 
was paid $496,824.00; in September, 1991 Goff was paid 
$158,317.00 and Bonneville purchased an annuity for the benefit 
of Goff valued at $250,000.00.

     Pratt, Nadauld and Goff all settled with the Trustee and 
returned part of the severance pay.  Wood, Johnson, Dunlop, 
Rinehart, Monson and Hirschi all settled with the Trustee and 
paid money to the Estate as set forth in Section X, I. of this 
Disclosure Statement.  Anderson, McTear, Hansen, Keegan and 
Twombly each filed Proofs of Claim in Bonneville's bankruptcy 
case asserting rights to payment for amounts due under their 
Employment Agreements; Anderson, McTear, Keegan and Twombly all 
voluntarily reduced their claims down to one year salary for 
severance pay, as required by 11 U.S.C. Section 502(b)(7), and, 
in the opinion of the Trustee, such reduced Class 3 claims should 
be Allowed.  The Hansen Claim (which Claim was in the amount of 
$182,347.00) was settled in December of 1997, with Bankruptcy 
Court approval, by the Estate paying Hansen $55,000.00.

     5.  THE ESOP.  On or about April 28, 1989 (effective May 1, 
1988), Bonneville established an Employee Stock Ownership Plan 
(the "ESOP") to acquire 383,144 shares of Bonneville stock 
purportedly for the benefit of qualified employees of Bonneville. 
Those shares were purchased by the ESOP from Hixson, Johnson, 
Wood and Dunlop for a total purchase price of $3 million.  The 
ESOP borrowed the $3 million (the "ESOP Loan") from Security Pacific Bank 
of Washington, N.A. ("Security Pacific"), to fund the purchase.  The ESOP 
Loan was guaranteed by Bonneville and secured by, among other 

                                                         Page 90
<PAGE>

things, the stock purchased by the ESOP.  By 1991, the value of 
Bonneville stock had decreased substantially such that the ESOP 
was in default on the ESOP Loan.  To collateralize Bonneville's 
guarantee of the ESOP Loan, from and after January 1991 
Bonneville deposited a total of $1,318,657.45 into a certificate 
of deposit held by Security Pacific, which then served as 
additional collateral for the ESOP Loan.  Before Bonneville filed 
its bankruptcy petition, both Bonneville and the ESOP defaulted 
on the loan and Security Pacific foreclosed upon the certificate 
of deposit and its other collateral.  Subsequently, the Trustee 
initiated litigation against Security Pacific, et al. (Adversary 
Proceeding No. 92PA-2345) which was settled, with Bankruptcy 
Court approval, by Security Pacific (or its successor-in-
interest) a) paying the Estate $190,000.00 and b) waiving all 
remaining claims against Bonneville and the ESOP.  Sea First, as 
successor-in-interest to Security Pacific, received, as part of 
the settlement, a $1,000,000.00 deeply subordinated (Class 8) 
Claim against the Estate.  In 1998 the beneficiaries/employees 
(approximately 199 individuals) of the ESOP collectively 
received, or will receive, with Bankruptcy Court authorization, 
approximately $18,000.00 in Cash from the ESOP, approximately 
155,489 shares of the Existing Common Stock from the ESOP, and an 
Allowed Class 9 Section 510(b) Equity Claims totaling 
$984,245.37.

      6.   OTHER TRANSFERS TO BONNEVILLE INSIDERS.  In addition 
to the Bonneville Insiders receiving money as indicated above 
(including proceeds from the sale of stock in the IPO and second 
public offering), the Bonneville Insiders also utilized offshore 
corporations to either siphon money away from Bonneville (for the 
ultimate benefit of the Bonneville Insiders) and/or to facilitate 
the fictitious earning transactions.  For example, using Sallah 
International, a Panamanian corporation formed by the Bonneville 

                                                         Page 91
<PAGE>

Insiders, the Bonneville Insiders were able to divert 
approximately $4.5 million from Bonneville and its American Atlas 
project; most, if not all, of that money eventually found its way 
into the pockets of the Bonneville Insiders and others.(39)

     7.   TRANSFERS TO PROFESSIONALS.  On or about December 4, 
1991, the day before the filing of Bonneville's petition in 
bankruptcy, Bonneville issued cashiers checks to a number of law 
firms that had provided prepetition services to Bonneville, or to 
Bonneville's Affiliates, including(40):

<TABLE>
<CAPTION>
TRANSFEREE                               	AMOUNT OWED      	AMOUNT PAID
<S>                                       <C>               <C>
Brobeck, Phleger & Harrison               $55,533.00        $ 27,717.00
Hansen, Jones & Leta                             -0-          20,000.00
Holme, Roberts & Owen                      71,000.00          35,000.00
Mayer, Brown & Platt                       22,158.00         102,158.00
Parsons, Behle & Latimer                   47,000.00          23,500.00
Streich, Lang, Weeks & Cardon              15,153.00          15,153.00
Watkiss & Saperstein                        3,848.00           3,848.00
</TABLE>

     The payment to Hansen, Jones & Leta was a retainer paid for 
services anticipated to be rendered by that firm as bankruptcy 
counsel for Bonneville.  The payment to Mayer, Brown & Platt was

- ---------------
(39) The details of this transaction and other transactions wherein 
     the Bonneville Insiders utilized offshore corporations for 
     personal profit and/or to facilitate sham earnings is set 
     forth in detail in the Fifth Amended Complaint in THE SEGAL 
     (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation.  As 
     previously stated, the Bonneville Insiders deny all 
     allegations made against them by the Trustee or others in 
     connection with the above-referenced litigation or otherwise.

(40) The payments listed are only those made on or about December 
     4, 1991.  According to the Examiner's Report, in the three 
     years preceding the filing of its bankruptcy petition, 
     Bonneville paid approximately $9 million to various law firms.

                                                         Page 92
<PAGE>

intended to include a $75,000 retainer for post-petition services 
anticipated to be rendered for Bonneville and/or its subsidiaries 
and for payment of outstanding prepetition fees.  Mayer, Brown & 
Platt had also received $75,000 from Bonneville in late November, 
1991, which was also intended to serve as the retainer for post-
petition services.  Ultimately the November, 1991 $75,000.00 
payment was treated by Mayer, Brown & Platt as a retainer for 
services anticipated to be rendered for select Bonneville 
subsidiaries and the entire $102,158.00 payment made on December 
4, 1991 was treated as if it were a retainer for services to be 
rendered for Bonneville.

  VIII.  BONNEVILLE PACIFIC CORPORATION: THE DEBTOR-IN-POSSESSION
                (DECEMBER 5, 1991 TO JUNE 12, 1992)

A.   OVERVIEW.

     Upon the filing of its petition in bankruptcy Bonneville 
became a "Debtor-in-possession" under Chapter 11 of the 
Bankruptcy Code.  Bonneville was a Debtor-in-possession from 
December 5, 1991 to June 12, 1992.  In the Trustee's opinion, 
little progress was made in Bonneville's bankruptcy proceeding 
during this six (6) month period of time.  Initially, Bonneville 
was significantly influenced by insiders such as Wood, Johnson 
and Dunlop.  Thereafter, in the opinion of the Trustee, the 
Debtor-in-possession was involved with certain professionals and 
others who either had their own interests in mind or who failed 
to adequately perform their responsibilities. As a result of 
these problems and others, the Bankruptcy Court, SUA SPONTE, 
first ordered the appointment of an examiner in April of 1992 and 
then ordered the appointment of a trustee on June 11, 1992.

                                                         Page 93
<PAGE>

B.   EMPLOYMENT OF PROFESSIONALS.

     Simultaneously with the filing of the bankruptcy petition, 
Bonneville filed an application seeking authority to employ 
Mayer, Brown & Platt ("MB&P"), a law firm based in Chicago, 
Illinois, to act as general counsel for Bonneville and 
Bonneville's subsidiaries. Bonneville also filed an application 
seeking authority for the law firm of Hansen, Jones & Leta 
("HJ&L") to act as local counsel for Bonneville and 
Bonneville's subsidiaries.  The Bankruptcy Court denied those 
applications on the grounds that counsel could not simultaneously 
represent both Bonneville and its subsidiaries.  That decision 
was subsequently affirmed on appeal by the District Court.  The 
Bankruptcy Court subsequently approved Bonneville's application 
for authority to employ HJ&L as general counsel for Bonneville 
and the Bankruptcy Court authorized MB&P to act as special 
counsel for Bonneville, in limited capacities, while also 
representing certain Bonneville subsidiaries. 

     In addition, during its term as Debtor-in-possession, 
Bonneville obtained authority to employ a number of other 
professionals including but not limited to: Buccino & Associates 
("Buccino"),   as financial advisors; Deloitte & Touche 
("Deloitte"), as auditors and accountants; and Parsons, Behle & 
Latimer ("PB&L"), as special counsel. 

     An Official Creditors Committee (the "Committee") was 
appointed in Bonneville's bankruptcy case on December 17, 1991.  
The Committee members included three individuals that owned 
Bonneville bonds, three banks that held senior unsecured claims 
and one entity that held a claim for unsecured trade debt.  The 
Committee obtained authority to employ LeBoeuf, Lamb, Leiby & 
MacRae ("LLL&M") as the Committee's counsel and Ernst & Young 
as the Committee's accountants.

                                                         Page 94
<PAGE>

C.   MAJOR EVENTS DURING THE DEBTOR-IN-POSSESSION'S TERM.

     On January 22, 1992, Portland General filed suit against 
Wood, Johnson, Dunlop, Monson & Deloitte ENTITLED PORTLAND 
GENERAL V. WOOD ET. AL., Third District Court for the State of 
Utah, Case No. 920900386 CV, alleging, essentially, that the 
defendants had perpetrated a fraud by structuring Bonneville 
transactions in a manner that created an illusion of income, and 
exaggerated the value of assets on Bonneville's books, which made 
Bonneville appear prosperous - when it was not - and allowed the 
individual defendants to receive personal gain at the expense of 
Bonneville, Bonneville's creditors and Bonneville's stockholders. 
 Although those allegations were, in the hindsight opinion of the 
Trustee, substantially accurate, Wood, Johnson and Dunlop 
remained on the Debtor-in-possession's board of directors(41) and 
Bonneville, as Debtor-in-possession, filed a Motion in Bankruptcy 
Court seeking to enjoin Portland General from pursuing its action 
against Wood, Johnson, Dunlop and Monson until after a Plan of 
Reorganization was filed in Bonneville's bankruptcy case.  That 
Motion was denied by the Bankruptcy Court.

     By Order entered January 29, 1992 the Bankruptcy Court 
approved the Debtor-in-possession's motion to permit Bonneville 
Vermont (a wholly owned subsidiary of Bonneville) to sell its 
24.5% general partnership interest in Ryegate Associates for 
$1.75 million.  Ryegate Associates was the developer of an 
approximately 19 megawatt wood-fired power project located near 
Ryegate, Vermont 

- ---------------
(41) When Mower became the President of Bonneville in early 1992 he 
     requested that both Dunlop and Johnson resign from 
     Bonneville's board of directors.

                                                         Page 95
<PAGE>

which was under construction at the time of the sale.  That sale 
was consummated by the Debtor-in-possession.(42)

     In March of 1992, the Debtor received tax refunds from the 
United States Internal Revenue Service in the total amount of 
$3,236,740.43

     On January 14, 1992 American Atlas # 1 Ltd. filed a motion 
for relief from the automatic stay seeking to foreclose on its 
security interest in Bonneville's stock in Cogeneration 
Technology and Development Co. ("CTDC"), a wholly owned 
subsidiary of Bonneville that operated a large power project in 
Rifle, Colorado.  The "cause" cited for relief from the 
automatic stay included allegations that Bonneville had 
improperly taken millions of dollars in royalties and falsely 
reported the transactions in Bonneville's financial statements.  
After an evidentiary hearing, the Bankruptcy Court granted relief 
from the automatic stay.  The Trustee subsequently resolved 
Bonneville's dispute with American Atlas # 1 Ltd. in a Bankruptcy 
Court approved settlement by acquiescing in the transfer of the 
interest in CTDC in return for a beneficial natural gas sale 
contract for Bonneville Fuels and a release of approximately $50 
million in claims asserted by Westinghouse Electric Corp. and 
American Atlas # 1 against Bonneville.

     On February 11, 1992 the Debtor-in-possession filed a motion 
seeking authority to loan $500,000.00 to Recomp Inc.  Bonneville, 
at that time, owned 62% of the outstanding stock of Recomp, and 

- ---------------
(42) During the Debtor-in-possession's term, the Debtor also 
     actively attempted to market or sell its interest in Recomp, 
     the Anamax engines, and the SMUD and Yuma projects.  While the 
     Debtor-in-possession was not successful in consummating any 
     sales of such assets, after the Trustee was appointed, the 
     Trustee, along with current management, continued such sale 
     efforts.  As discussed in Section X, E. of this Disclosure 
     Statement, the Debtor's interest in Recomp, the Anamax 
     engines, the Yuma project and the SMUD project were sold by 
     the Estate.

                                                         Page 96
<PAGE>

such stock had a stated "book" value on Bonneville's financial 
statements in excess of $22 million.  The Debtor-in-possession 
represented to the Bankruptcy Court that the loan was prudent 
because the loan was needed to preserve the operation of Recomp, 
a valuable asset of the estate.  The motion was granted and the 
loan was made.  The Trustee subsequently determined that Recomp 
(unbeknownst to the Bankruptcy Court) had been directly and 
indirectly subsidized by the Debtor-in-possession.  The Trustee 
also determined that Recomp had been at the center of an 
"earnings" transaction, and was grossly overvalued on 
Bonneville's books.  After a marketing effort, first by the 
Debtor-in-possession and then by the Trustee, the Estate received 
approximately $689,000.00 (which amount includes repayment of the 
$500,000.00 post-petition loan) from the sale of Bonneville's 
interest in Recomp and its subsidiaries.

     On February 18, 1992 the Debtor-in-possession filed a motion 
for authority to compromise a dispute between, INTER ALIA, 
Bonneville and Prudential Interfunding Inc. with regard to a 
hydroelectric project in Idaho owned by Magic Valley 
Hydroelectric Partners, Ltd., 1984, a limited partnership in 
which Bonneville was the general partner.  The settlement, as 
initially proposed, contemplated that:  a) Bonneville would be 
paid $270,000.00, which was a fraction of the amount owed to 
Bonneville; b) the Magic Valley partnership would be dissolved; 
c) and the hydroelectric project would be transferred to an 
entity not affiliated with Bonneville that would assume liability 
for the obligations secured by the project.  The settlement 
required the approval of a majority of the limited partners in 
the Magic Valley partnership and, in endeavoring to obtain that 
approval, the Debtor-in-possession and others concluded that some 
payment would be made to limited partners of Magic Valley to 
obtain approval of the settlement.  Bonneville's bankruptcy 
counsel also learned that partners and 

                                                         Page 97
<PAGE>

clients of Mayer, Brown & Platt ("MB&P"), then special counsel 
for Bonneville as Debtor-in-possession, were limited partners in 
Magic Valley.  Without disclosing the involvement of MB&P's 
partners or clients, the Debtor-in-possession requested authority 
to use $70,000.00 from the settlement as payment to limited 
partners of Magic Valley.  The Court authorized the settlement, 
as revised, and limited partners of Magic Valley, including 
partners and clients of MB&P, received a pro rata distribution of 
$70,000.00.  The Debtor-in-possession retained $200,000.00 from 
the settlement and wrote-off the remaining accounts receivable 
from Magic Valley.  Many of the limited partners in this 
partnership (some of which are now Claimants in Class 7) executed 
releases waiving claims against Bonneville.

     In March, 1992, the Debtor-in-possession discovered that 
Dunlop had committed a million dollar defalcation with funds of 
Recomp (specifically, Dunlop allegedly took more than a million 
dollars from Recomp).  Dunlop was immediately removed from 
Bonneville's and Recomp's business premises, the FBI was 
notified, and Bonneville, as directed by Mower, initiated an 
internal investigation of Bonneville's financial affairs. The 
Debtor's internal investigation, which was preliminarily 
completed in early April, 1992, was known as the "Harris-
Houghton Report"; such report provided certain details about the 
Insiders' fictitious earning transactions.  Bonneville also 
employed, with Bankruptcy Court approval, Warren Christiansen, an 
independent accountant, to investigate the financial affairs of 
Recomp.

     During its term as Debtor-in-possession, Bonneville 
commenced three (3) adversary proceedings:

                                                         Page 98
<PAGE>

     1.   BONNEVILLE V. PORTLAND GENERAL, ET. AL, A.P. No. 92PA-
2057 commenced in Bankruptcy Court and was withdrawn to the 
United States District Court for the District of Utah, 92-C-364J. 
 In that proceeding, Bonneville sought damages from Portland 
General and individuals affiliated with Portland General.  The 
basis of the relief sought in the Debtor-in-possession's 
complaint was the alleged defalcation and misconduct of Portland 
General arising from Portland General's withdrawal of support 
from Bonneville.  However, the Debtor-in-possession's complaint 
ignored the wrongdoing perpetrated by the Bonneville Insiders and 
others; accordingly, the complaint was incomplete.  After a 
thorough investigation (including the taking of scores of Rule 
2004 exams), in August of 1993 the Trustee filed an amended 
complaint which was markedly different from the complaint filed 
by the Debtor-in-possession.  The Trustee's approximately 600 
page amended complaint focused not only on the alleged misconduct 
of Portland General, but also the alleged misconduct of the 
Bonneville Insiders and the professionals who assisted them.  The 
result of this litigation initiated by the Trustee (SEGAL 
(TRUSTEE) V. PORTLAND GENERAL, ET AL.) is discussed in Section X, 
I. of this Disclosure Statement.

     2.   BONNEVILLE V. EURO KAPITAL AG, ET AL. was filed in the 
Bankruptcy Court (A. P. No. 91PA-2465) and sought the release of 
approximately $2.1 million in U.S. Treasury strips that secured a 
letter of credit purchased by Bonneville purportedly in favor of 
Euro Kapital (a German entity).  The letter of credit was related 
to a complex financial transaction created by some of the 
Bonneville Insiders and others which transaction included a 
project known as BWETA (Bonneville Wind Energy Technology 
Associates).  In the Trustee's opinion, this transaction was 
among the fictitious "earnings" transactions structured by 
Bonneville Insiders, allegedly with assistance, INTER ALIA, from 
Euro Kapital and those 

                                                         Page 99
<PAGE>

affiliated with Euro Kapital.  The Debtor-in-possession made no 
progress in the litigation as the Debtor-in-possession had not 
focused on the true nature of the financial dealings between 
Bonneville and Euro Kapital.  After his appointment, the Trustee 
radically changed the nature of the claim against Euro Kapital 
(including naming Euro Kapital and its affiliates in THE SEGAL V. 
PORTLAND GENERAL, ET AL. litigation).  Thereafter, the Trustee 
was able to settle and resolve the suit entirely in the Estate's 
favor; such settlement resulted in the release of all of the 
remaining Treasury strips to the Estate, release of an 
approximately $5 million proof of claim filed by Euro Kapital 
against the Estate and release of an approximately $42 million 
proof of claim filed by Elektrizitaets-Werk Pool and MA 
Technologie Treuhand GmBH (German entities affiliated with Euro 
Kapital) against the Estate.(43)

     3.   BONNEVILLE V. ARTHUR JAMES, filed in the Bankruptcy 
Court, was an adversary proceeding to resolve the defendant Art 
James' asserted interest in certain freezing equipment located in 
Bonneville's Santa Maria, California food processing plant.  No 
progress in this litigation was made by the Debtor-in-possession. 
 The Trustee subsequently settled the litigation with Bankruptcy 
Court approval; specifically, the equipment was returned to the 
defendant and the defendant waived all claims against Bonneville 
(including his $813,000.00 filed proof of claim) and its 
subsidiaries.

- ---------------
(43) Euro Kapital AG, Euro Kapital AG & Co., Elektrizitaets-Werk
     Pool and MA Technologie Treuhand GmBH, along with other German 
     entities or individuals affiliated with the above-named 
     entities, were all named as defendants in THE SEGAL (TRUSTEE) 
     V. PORTLAND GENERAL, ET AL. litigation; however, none of these 
     defendants were served.  In the Trustee's 1994 Bankruptcy 
     Court approved settlement with all these "German Entities", 
     the Estate released all claims against the German Entities in 
     exchange for the consideration recited above.  All of these 
     German Entities deny all allegations of fault or wrongdoing.

                                                         Page 100
<PAGE>

     Except for the three (3) lawsuits discussed above, no other 
suits were commenced by the Debtor-in-possession against any 
person or entity.  Specifically, the Debtor-in-possession filed 
no actions for preferential or fraudulent transfers and no 
actions were brought against the Bonneville Insiders and those 
who assisted them in their actions with respect to Bonneville.

     During much of the Debtor-in-possession period, Dunlop, 
Johnson and/or Wood remained on Bonneville's board of directors. 
Mower replaced Wood as the President of Bonneville by February, 
1992 and Mower became a member of Bonneville's Board.  Dunlop was 
removed from the Board in March of 1992.  Johnson's resignation 
from the Board was accepted on April 24, 1992 and Wood resigned 
from the Board on May 8, 1992. Directors Ralph Cox, Clark Mower 
and Calvin Rampton still remain on the Debtor's Board.  Since the 
appointment of the Trustee, the Debtor's Board has been inactive.

D.   THE DEBTOR-IN-POSSESSION'S ASSET VALUATION AND CHAPTER 11 
PLAN 

     The Statements and Schedules filed by Bonneville, as Debtor-
in-possession, reflected Bonneville's assets at their "book" 
value - that is, the value that was reflected in Bonneville's 
financial statements - which was $252,554,163.  The Statements 
and Schedules initially filed by Bonneville estimated 
Bonneville's debts at $197,035,331.36.  Thus, the Statements and 
Schedules indicated that the value of Bonneville's assets was 
approximately $50 million more than was necessary to pay all 
creditors in full. 

     In truth, however, the "book value" of Bonneville's assets 
reflected in the Statements and Schedules included the inflated 
values of accounts receivable and other assets created by the 

                                                         Page 101
<PAGE>

fictitious "earnings" transactions.  Those values did not bear 
any resemblance to the actual value that could be generated from 
operation or sale of Bonneville's assets.(44)

     On March 23, 1992, Bonneville, as Debtor-in-possession, 
filed a Motion seeking to extend the 120 day period during which 
only Bonneville could propose a Chapter 11 plan under 
Section1121(b) of the Bankruptcy Code.  That Motion was granted 
by order of the Bankruptcy Court and Bonneville was permitted 
through May 18, 1992 to file a plan without the threat of 
competing plans being filed by other parties-in-interest.  On May 
11, 1992, Bonneville and the Creditors' Committee filed a Joint 
Motion seeking another extension of the period in which only 
Bonneville could file a plan.  The Bankruptcy Court found that 
there was no cause to further extend the period of exclusivity.  
The Bankruptcy Court cautioned that a plan filed only to preserve 
the exclusivity period, without meeting the requirements of the 
Code, would be considered to be filed in bad faith.  Nonetheless, 
the Debtor-in-possession filed a plan and a disclosure statement 
on May 17, 1992.

     The Debtor-in-possession's disclosure statement made no 
mention of any of the fictitious "earnings" transactions.  The 
disclosure statement did not disclose any details concerning 
possible claims against the Bonneville Insiders or against 
professionals who had assisted the Bonneville Insiders in the 
earnings transactions.(45) The disclosure statement stated that, 
if Bonneville's assets were liquidated, perhaps less than $19 
million 

- ---------------
(44) Indeed, by January 30, 1992 Buccino and Associates, the 
     Debtor-in-possession's financial advisor, had prepared a 
     report indicating that the total net value of Bonneville's 
     assets was only between $22 and $45 million, leaving the 
     Debtor-in-possession with a massive negative net worth.

(45) While the plan filed by Bonneville, as Debtor-in-possession, 
     contemplated the possibility of filing claims against the 
     Bonneville Insiders to supplement recovery to creditors, the 
     plan allocated only $150,000.00 per year to fund that 
     litigation - an amount that in hindsight was wholly inadequate 
     to fund the cost of effective litigation.  Specifically, the 
     Estate under the direction of the Trustee expended millions of 
     dollars for out-of-pocket costs and the Trustee's special 
     litigation counsel expended more than $20 million in time over 
     a period of five years in order to fully pursue the SEGAL 
     (TRUSTEE) V. PORTLAND GENERAL, ET AL. investigation and 
     litigation which resulted in the recovery of more than $187 
     million for the Estate.  For the detailed results of the 
     Trustee's litigation efforts, see Section X, I. of this 
     Disclosure Statement.

                                                         Page 102
<PAGE>

would be realized for payment of unsecured creditors (including 
holders of Debentures, bank claims and general trade debt). The 
disclosure statement also stated that, if Bonneville were 
reorganized under the plan proposed by the Debtor-in-possession, 
the assets would have a going concern value of under $35 million 
for payment of unsecured creditors (including holders of 
Debentures, bank claims and general trade debt).  The disclosure 
statement indicated that during Bonneville's term as Debtor-in-
possession, Bonneville had sustained multi-million dollar 
operational losses. Under the plan proposed by the Debtor-in-
possession, general unsecured creditors (e.g., bank, Debenture 
and trade Claimants) were to receive:  a) a pro rata share of a 
$5 million note with interest at 6.5%, payable in five annual 
installments; plus b) a pro rata share of 90% of the stock in the 
Reorganized Debtor (valued at approximately $27 million); plus c) 
a pro rata share of proceeds from liquidation of certain assets, 
estimated to generate a net of under $7 million over two years.  
The Debtor-in-possession's plan provided for no payment to 
parties that held claims against Bonneville based upon loss of 
money from trading in Bonneville's stock or Debentures, unless 
all unsecured claims were first paid in full, with interest at 
the legal rate.  The Debtor-in-possession's plan provided for 
cancellation of Bonneville's stock, and, therefore, 
Interestholders would neither retain their stock nor receive any 
distribution of any kind.  

     In the Trustee's opinion, the Debtor-in-possession's 
proposed Chapter 11 plan was impractical as well as not feasible 
because it was contingent upon equitable subordination of the 
claims asserted 

                                                         Page 103
<PAGE>

by Portland General.  The plan was not to become effective until 
Portland General's claim was resolved and Bonneville was to 
remain as Debtor-in-possession until that time(46).

     A hearing on the adequacy of the Debtor-in-possession's 
disclosure statement was never  held. The Trustee concluded that 
the disclosure statement filed by the Debtor-in-possession was 
wholly inadequate and the plan was not confirmable.  The Trustee, 
therefore, did not pursue an Order approving adequacy of the 
Debtor-in-possession's disclosure statement or confirmation of 
the Debtor-in-possession's Chapter 11 plan. 

E.   PROFESSIONAL FEES AND EXPENSES.

     The following chart summarizes the claimed fees and costs of 
professionals retained by the Debtor-in-possession or the 
Committee and also reflects the final amounts actually received 
by such professionals:

<TABLE>
<CAPTION>
Professional                 Amount Sought in Fee         Amount Ultimately 
                             Applications or Otherwise    Paid by the Estate
<S>                          <C>                          <C> 
Buccino & Associates         $825,000.00(47)              $825,000.00  
Ernst & Young                 316,987.00                         -0-  
</TABLE>

- ---------------
(46) After years of litigation in which both Portland General and 
     the Estate under the direction of the Trustee expended 
     millions of dollars in costs and fees, in September of 1996, 
     in a Bankruptcy Court approved settlement, Portland General 
     waived its $76 million claim (before trebling) against the 
     Estate.

(47) Includes prepetition services and costs; Buccino was also 
     paid an $80,000.00 retainer which is included in these 
     figures; the $825,000.00 figure is an approximate one.

                                                         Page 104
<PAGE>

<TABLE>
<CAPTION>
Professional              Amount Sought in Fee        Amount Ultimately Paid
                          Applications or Otherwise   by the Estate
<S>                       <C>                         <C>
Mayer, Brown & Platt      300,604.00                  -0-  
Parsons, Behle & Latimer  206,250.00                  100,000.00(48)
LLL&M                     (at least) 204,166.00       -0-  
Hansen, Jones & Leta      213,644.00(49)              -0-  
Snell & Wilmer            200,000.00                  not yet determined (50)
(4/1/92 to 6/12/92)
</TABLE>

- ---------------
(48) While Parsons, Behle & Latimer ("PBL") did receive payment 
     of an Allowed $100,000.00 Administrative Claim, PBL's 
     insurance carrier paid the Estate $6.9 million to settle the 
     SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation.

(49) Figure does not include a $20,000.00 prepetition retainer 
     which was retained by the law firm.

(50) The $200,000.00 figure is an approximate one.  The amount 
     which will ultimately be paid by the Estate, if any, is 
     unknown; while the Bankruptcy Court has denied the requested 
     fees in total (see 147 B.R. 803 and 196 B.R. 868), Snell & 
     Wilmer has appealed that decision to the United States 
     District Court for the District of Utah, Case No. 2:96-CV-
     573; that appeal was decided on or about February 12, 1998 
     with the decision of the Bankruptcy Court denying all fees 
     and costs to Snell & Wilmer as counsel for the Debtor-in-
     possession being affirmed.  Snell & Wilmer was previously 
     paid $29,650.39 by the Estate for its legal services; based 
     upon the Bankruptcy Court's decision to deny all fees and 
     costs to Snell & Wilmer, that firm has conditionally 
     disgorged such fees and costs with the Trustee holding such 
     sum in a separate, interest bearing account pending the 
     completion of Snell & Wilmer's appeals.  On March 19, 1998 
     the Trustee entered into a settlement agreement which, if 
     approved by the Bankruptcy Court, would result in Snell & 
     Wilmer waiving all claims to fees for such law firm's 
     services to the Debtor-in-possession and would result in the 
     Estate retaining the aforesaid $29,650.39 plus accrued 
     interest.  A hearing on the Trustee's motion for approval of 
     such settlement agreement was scheduled for April 17, 1998 
     and at that time the Bankruptcy Court approved the 
     settlement.  Also see footnote 76.

                                                         Page 105
<PAGE>

<TABLE>
<CAPTION>
Professional                Amount Sought in Fee        Amount Ultimately Paid
                            Applications or Otherwise   by the Estate
<S>                         <C>                         <C> 
Deloitte & Touche           105,855.00                  54,934.00(51)
Christiansen, Gyllenskog     34,148.00                  34,148.00  
Callister, Duncan & Nebeker   7,412.00                   7,412.00  
Houlihan Dorton               7,000.00                   7,000.00(52)
</TABLE>

            IX.  BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE
                 APPOINTMENT OF AN EXAMINER AND THEN A TRUSTEE

A.   OVERVIEW.

     One of the primary reasons that Bonneville's Chapter 11 case 
has been successful is because the Bankruptcy Court (the 
Honorable John H. Allen presiding), independently reviewed the 
conduct of the Debtor-in-possession, its professionals and 
others.  When the Bankruptcy Court was not satisfied with what it 
was seeing and hearing from the Debtor-in-possession, the 
Bankruptcy Court, SUA SPONTE, ordered the appointment of an 
examiner.  When the Examiner filed a report which indicated that 
the Bonneville Insiders had caused Bonneville to engage in sham earnings 
transactions and other wrongdoing, the Bankruptcy Court, SUA SPONTE, ordered 
the appointment of a Chapter 11 trustee for Bonneville.  Without the 

- ---------------
(51) While Deloitte did retain $54,934.00 paid to it by the Debtor-
     in-possession, Deloitte paid to the Estate $65 million to 
     settle the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. 
     litigation, plus Deloitte paid fees and costs to the Trustee's 
     attorneys of approximately $104,000.00 due to Deloitte's 
     failure to properly produce documents pursuant to a Rule 2004 
     subpoena.

(52) While Houlihan, Dorton (appraisers hired by the Debtor-in-
     possession) did receive $7,000.00 in payment from the Debtor-
     in-possession, Houlihan, Dorton (or its insurance carrier) 
     paid to the Estate $533,264.99 to settle THE SEGAL (TRUSTEE) 
     V. PORTLAND GENERAL, ET AL. litigation.

                                                         Page 106
<PAGE>

judicial sagacity of the Bankruptcy Court, the financial web that 
was the prepetition Bonneville might never have been unwoven.

B.   APPOINTMENT OF THE EXAMINER.

     On April 6, 1992, the Bankruptcy Court held a hearing on 
several fee applications submitted by professionals employed by 
the Committee or the Debtor-in-possession.  At that hearing, a 
representative for Buccino reported that Buccino had been forced 
to take extensive responsibility for management of the Debtor-in-
possession's business and that management, aside from Buccino, 
was in disarray.  After presentation of the fee applications, the 
Bankruptcy Court noted that it was "shocked" by the events in 
the case including: 1) Buccino's recitation of management 
difficulties; 2) the extensive role being played by MB&P, which 
exceeded the bounds of MB&P's court-authorized employment as 
special counsel for the Debtor-in-possession; 3) the report on 
the defalcation of Dunlop at Recomp - presented to the Court 
without the presence of the Debtor-in-possession's bankruptcy 
counsel; and 4) information provided at the hearing on American 
Atlas # 1 Ltd's. motion for relief from the automatic stay 
indicating that Bonneville might be misappropriating funds and 
that Bonneville's financial officer could not explain various 
questionable financial transactions.  The Bankruptcy Court noted 
that it was unable to determine who was in control of the Debtor-
in-possession and needed further information.  The Court, 
therefore, ordered the appointment of an examiner and requested 
that the examiner determine, among other things: i) the identity 
of officers and directors of Bonneville, pre and post-petition; 
ii) the identity of the parties controlling and advising the 
Debtor-in-possession; iii) the facts regarding the Recomp 
improprieties; iv) all transfers made by Bonneville in the three 
years preceding the filing of Bonneville's bankruptcy petition that 

                                                         Page 107
<PAGE>

exceeded $100,000.00; v) transfers between Bonneville and its 
subsidiaries; vi) the identity of Bonneville's prepetition 
counsel and counsel for Bonneville's subsidiaries as well as the 
amounts which had been paid to counsel; vii) the annual 
compensation for Bonneville's officers and directors; and viii) 
any information that was relevant to an analysis of whether 
Bonneville was the victim of fraud or mismanagement. 

C.   THE EXAMINER'S REPORT.

     Alan Funk was appointed to serve as Examiner in Bonneville's 
bankruptcy case.  The Examiner employed, with Bankruptcy Court 
approval, the law firm of McKay, Burton & Thurman and the 
accounting firm of Coopers & Lybrand to assist in the 
examination.  The Examiner filed his report with the Bankruptcy 
Court on May 28, 1992.  The Examiner's report (which in part 
utilized the internal investigation undertaken by the Debtor-in-
possession in March and April of 1992 known as the Harris-
Houghton Report) included over one hundred pages of text, plus 
exhibits, describing to the Bankruptcy Court, for the first time, 
a few of the facts related to the "earnings" transactions and 
other wrongdoing perpetrated by, inter alia, the Bonneville 
Insiders. Total fees and costs paid to the Examiner and his 
professionals, with approval by the Bankruptcy Court, were as 
follows:  a) Alan Funk ($68,678.56); b) McKay, Burton & Thurman 
($132,592.84); and c) Coopers & Lybrand ($158,183.80).

D.   APPOINTMENT OF THE TRUSTEE.

     On June 11, 1992, the Bankruptcy Court was, again, set to 
address various fee applications  which, by that time, exceeded a 
total amount (paid or requested) of approximately $2 million.  
After hearing evidence on the applications, the Court noted for 
the record that most of the attorneys in the case, including PB&L, MB&P 

                                                         Page 108
<PAGE>

and LLL&M appeared to be laboring under undisclosed conflicts of 
interest.  The Bankruptcy Court stated that it had no confidence 
in Bonneville as a Debtor-in-possession and its ability to 
"accurately report facts to the Court".  The Bankruptcy Court 
found that the conflicts under which counsel and management 
operated would prevent them from appropriately investigating 
insiders that took advantage of Bonneville or attorneys that 
received prepetition and post-petition payments.  Accordingly, 
although the Examiner had failed to recommend that an independent 
trustee be appointed for Bonneville, the Bankruptcy Court 
exercised the power vested under the Bankruptcy Code to SUA 
SPONTE order the appointment of a Chapter 11 trustee to manage 
and preserve Bonneville's bankruptcy estate. The Debtor-in-
possession initially appealed the order appointing the Trustee, 
but that appeal was soon voluntarily dismissed .

    X.  THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S BANKRUPTCY ESTATE
                    (JUNE 12, 1992 AND THEREAFTER)(53)

A.   THE TRUSTEE.

     Roger G. Segal was appointed as the Chapter 11 trustee for 
Bonneville's bankruptcy estate by the Office of the United States 
Trustee on Friday, June 12, 1992.  That appointment was  approved 
by the Bankruptcy Court, and the Trustee began the task of taking 
control of the Debtor on Monday, June 15, 1992.

- ---------------
(53) During the Trustee's almost six year administration of the 
     Estate, the Trustee has filed with the Bankruptcy Court (and 
     the United States Securities and Exchange Commission) monthly 
     financial reports and five (5) annual reports regarding the 
     administration of the Estate.  These monthly statements and 
     annual summaries are detailed and, therefore, parties-in-
     interest are encouraged to read the statements and summaries 
     for a better understanding of what transpired during the 
     Trustee's administration of the Estate.

                                                         Page 109
<PAGE>

     The Trustee is an attorney(54) licensed to practice law in 
Utah state and federal courts and in the United States Court of 
Appeals for the Tenth Circuit.  The Trustee's legal practice has 
been primarily in the area of debtor/creditor law since 
approximately 1973.  The Trustee has been a member of a standing 
panel of Chapter 7 trustees in the State of Utah since 1975 and 
has broad experience acquired from serving as a trustee in 
thousands of varied cases filed under Chapter 7 or under Chapter 
11 of the Bankruptcy Code. 

B.   SUMMARY OF BONNEVILLE'S FINANCIAL CONDITION AT THE TIME OF 
TRUSTEE'S APPOINTMENT.

     When the Trustee was appointed in Bonneville's bankruptcy 
case: 1) Bonneville's Estate had approximately $3.5 million 
dollars in unrestricted cash; 2) Professionals employed during 
the Debtor-in-possession period had asserted unpaid (and not 
allowed) fees and costs totaling approximately $1.6 million; 3) 
Bonneville had to immediately pay (or deposit into escrow) 
approximately $1,347,000.00 in sales tax related to the NCA # 1 
Project;(55) 4) Bonneville's Estate had assets (including cash) 
that Buccino estimated had a "going concern value" of less than 
$35 million and, in the Trustee's opinion, probably then had a 
value of no more than $20 million; 5) Bonneville had 33 employees 
(excluding its subsidiaries) and a payroll of $148,000.00 per 
month, including $60,000.00 per month payable to officers of 
Bonneville; and 6) Bonneville had suffered, both before and after 
the filing of its bankruptcy, and was continuing to incur, large 
monthly operating 

- ---------------
(54) The Trustee is employed by the Salt Lake law firm of Cohne, 
     Rappaport & Segal, P.C.; such firm is also the general counsel 
     for the Trustee in Bonneville's bankruptcy proceeding.

(55) This amount was, with Bankruptcy Court approval, deposited by 
     the Trustee in an escrow account; over a period of five (5) 
     years, the NCA # 1 Project itself paid the sales tax and, 
     therefore, the escrowed funds were returned to the Estate.

                                                         Page 110
<PAGE>

losses.  To address this dire situation, the Trustee immediately 
undertook to cut costs, decrease the number of employees, and 
close or sell unprofitable businesses.(56)

C.   SUMMARY OF BONNEVILLE'S CURRENT FINANCIAL CONDITION

     As discussed in greater detail in Section III of this 
Disclosure Statement, as of December 31, 1997, some five and one-
half years after the Trustee's appointment, 1) Bonneville's 
Estate contains more than $150 million in unrestricted cash; 2) 
Bonneville's Estate has non-cash assets consisting mostly of 
profitable power projects and operating subsidiaries with an 
estimated value of in excess of $60 million; 3) Bonneville 
(excluding subsidiaries) has five full-time and three part-time 
employees and a monthly payroll of approximately $29,700.00; and 
4) each of Bonneville's (or its operating subsidiaries') 
remaining businesses have been operating profitably for several 
years.

     The Trustee estimates that the total prepetition Claims 
against the Estate at the time of the Trustee's appointment in 
1992 were approximately six hundred million dollars 
($600,000,000.00), most of which were contingent and 
unliquidated.  Based upon various Bankruptcy Court approved 
settlements and other actions taken by the Trustee and current 
management, the Trustee currently estimates that the total amount 
of prepetition claims (excluding post-petition interest) against 
the Estate has been reduced to approximately $170 million, as 
discussed in detail in Section IV of this Disclosure Statement.

- ---------------
(56) In the first year of the Trustee's term, the Trustee cut the 
     number of employees at Bonneville by almost half and cut 
     Bonneville's payroll by more than half.

                                                         Page 111
<PAGE>

D.   EMPLOYMENT OF PROFESSIONALS.(57)

     Immediately after the Trustee's appointment he employed, 
with authority from the Bankruptcy Court, as his general counsel, 
the Salt Lake law firm of Cohne, Rappaport & Segal, P.C. 
("CR&S").(58) CR&S's fees were and are paid on an hourly basis, 
subject to Bankruptcy Court approval.  Since the appointment of 
the Trustee, CR&S has served as the Trustee's general counsel in 
almost all bankruptcy related matters (e.g., providing legal 
services concerning the disposition of assets, resolution or 
objection to claims, drafting of the Plan and Disclosure 
Statement, etc.) and closely assisted the Trustee's special 
litigation counsel in all matters related to the SEGAL (TRUSTEE) 
V. PORTLAND GENERAL, ET AL. litigation and matters related 
thereto, especially all bankruptcy law aspects of the litigation.

     Shortly after the Trustee's appointment he employed, with 
authority from the Bankruptcy Court, the accounting firm of 
Nielson, Elggren, Durkin & Co. ("NED").  NED's fees were and 
are paid on an hourly basis, subject to Bankruptcy Court 
approval.  Since the appointment of the Trustee, NED has provided 
general accounting services, has provided forensic accounting 
services in assisting the Trustee's special litigation counsel in 
an extensive investigation into Bonneville's financial affairs, 
and has prepared all tax returns filed by Bonneville.

- ---------------
(57) Bonneville itself is not currently represented by counsel.  
     Bonneville's subsidiaries, particularly Bonneville Fuels and 
     BPSC, are represented, when needed, by separate law firms 
     which are independent of the Trustee or Cohne, Rappaport & 
     Segal, P.C.

(58) On many other occasions during the last several years, when 
     Roger G. Segal is appointed as trustee in a Chapter 7 or a 
     Chapter 11 proceeding, the Trustee has employed Cohne, 
     Rappaport & Segal, P.C. as his general or special counsel.

                                                         Page 112
<PAGE>

     Shortly after the Trustee's appointment, the Trustee and his 
General Counsel, after consultation with creditors, determined 
that it was in the best interest of Bonneville, its creditors and 
its shareholders to retain special litigation counsel for the 
purpose of a) conducting an extensive investigation into 
Bonneville's financial affairs and b) once the investigation was 
concluded, initiating litigation against those persons who 
appeared to be responsible for the wrongdoing which had resulted 
in Bonneville being unable to pay its legitimate obligations.  
Because the Estate then had few remaining liquid assets, and the 
Trustee believed that the litigation would cost millions of 
dollars in attorneys' fees, the Trustee concluded that such 
special litigation counsel would have to be retained on a 
contingent fee basis.(59) Accordingly, the Trustee commenced a 
nationwide search for counsel with the requisite expertise and 
staff to pursue the complex claims that Bonneville held against, 
INTER ALIA, the Bonneville Insiders and the professionals, 
including attorneys and accountants,  who the Trustee believed 
had assisted the Bonneville Insiders in formulating and 
implementing the fictitious "earnings" transactions.   Beus, 
Gilbert & Morrill, P.L.L.C. ("BG&M"), a law firm based in 
Phoenix, Arizona, appeared to be the most qualified of those 
considered to render those services as that firm had a 
significant background in pursuing accounting malpractice claims 
and had a sufficient number of attorneys and the staff to 
undertake litigation of the magnitude contemplated by the Trustee.  BG&M 
was employed by the Trustee with Bankruptcy Court approval in 
September of 1992 on a contingency fee basis to investigate and pursue 

- ---------------
(59) Other reasons for retaining special litigation counsel on a 
     contingent fee basis rather than an hourly basis were a) to 
     "share" the risk of the litigation between the Estate and the 
     contingent fee law firm and b) to relieve the concerns of the 
     "senior" bank creditors that their money was to be used in 
     order to pursue litigation which might ultimately benefit only 
     "junior" classes of creditors.

                                                         Page 113
<PAGE>

certain claims possessed by the Estate.  Pursuant to the 1992 
"Legal Representation Agreement" between BG&M and the Trustee, 
BG&M was entitled, subject to Bankruptcy Court approval, to 20% 
of any recovery generated by pursuit of those claims before the 
filing of a lawsuit, 33% of any recovery generated after filing 
of a lawsuit and 40% of any recovery generated after the 
commencement of trial.  Bonneville's Estate was to pay, subject 
to Bankruptcy Court approval, the costs associated with pursuit 
of claims; those costs (which included NED's fees related to the 
investigation or litigation) were to be deducted from any 
recovery generated by BG&M BEFORE calculation of the contingency 
fee.  BG&M was also authorized to utilize the services of CR&S 
provided that CR&S's fees for the legal services related to the 
litigation were to be deducted from any contingent fee allowed to 
BG&M.

     Over the years the Trustee, with approval of the Bankruptcy 
Court, has also employed several other professionals as special 
counsel to perform limited tasks including: 1) the Vermont law 
firm of Cheney, Brock & Saudek, employed pursuant to an Order of 
the Bankruptcy Court entered December 7, 1992 on a contingency 
fee basis, to pursue Bonneville's claims against the Central 
Vermont Public Services Corporation arising from an unbuilt power 
project located in Vermont; 2) the law firm of Weil, Gotshal & 
Manges, LLP, a New York based law firm, employed pursuant to an 
Order of the Bankruptcy Court entered June 25, 1996 on an hourly 
fee basis to assist the Trustee with issues related to a plan, 
tax and securities law issues; 3) the law firm of McEwen, 
Gisvold, Rankin Carter & Streinz, an Oregon law firm employed 
pursuant to an Order of the Bankruptcy Court entered October 9, 
1996 on an hourly fee basis to assist the Trustee to resolve a dispute 
arising with Vulcan Power Company, which had purchased Bonneville's interest 
in, INTER ALIA, certain geothermal wells located in California; 4) the law 
firm of Murphy, Weir & Butler, a California based law firm, 

                                                         Page 114
<PAGE>

employed pursuant to an Order of the Bankruptcy Court entered 
November 12, 1993 on an hourly fee basis to assist the Trustee in 
connection with the Estate's sale of the Anamax engines; and (5) 
the Salt Lake office of the law firm of Snell & Wilmer, employed 
pursuant to an Order of the Bankruptcy Court entered on or about 
August 4, 1992 on an hourly fee basis for the limited purpose to 
assist the Trustee in the transition of the Estate from the 
Debtor-in-possession to the Trustee.  The Trustee on behalf of 
the Debtor has also employed, with Bankruptcy Court approval, 1) 
the Colorado based accounting firm of Hein + Associates LLP 
employed pursuant to an Order of the Bankruptcy Court entered 
December 23, 1996 on an hourly basis to prepare audited financial 
statements and other accounting services for Bonneville and its 
affiliates; and 2) the New York based investment banking firm of 
Bear Stearns & Co. Inc. employed pursuant to an Order of the 
Bankruptcy Court entered on March 21, 1997 for investment banking 
services and other financial advice, including valuing the 
Debtor's (or its Subsidiaries') businesses and advising the 
Trustee concerning plan and business alternatives.

     LeBoeuf, Lamb, Leiby & MacRae withdrew as the Committee's 
counsel in June of 1992.  In July of 1992, the Committee applied 
to the Court for authority to employ Stutman, Treister & Glatt, a 
California law firm, to act as general counsel for the Committee, 
on an hourly fee basis.  The Trustee objected to the employment 
of Committee counsel on the basis that the employment was unduly 
expensive and was not necessary to the administration of the 
estate.  The Bankruptcy Court sustained that objection and the 

                                                         Page 115
<PAGE>

Bankruptcy Court's ruling was affirmed on appeal by the United 
States District Court for the District of Utah. Thereafter the 
Committee disbanded.(60)

     The Official Committee of Bondholders (i.e., Debenture 
Claimants) chaired by C. Derek Anderson, which was appointed by 
the United States Trustee in September, 1992, obtained Bankruptcy 
Court authority to employ the Utah law firm of Nielson & Senior 
as local counsel and the California law firm of Steefel, Levitt & 
Weiss, as general counsel for the Bondholders' Committee, on the 
basis that counsel's fees would not be paid by the Estate unless 
the fees were entitled to payment under Section503(b)(3) or (4) 
of the Bankruptcy Code.  In 1997 the Bankruptcy Court sustained 
the Trustee's objection to approximately $325,000.00 in fees 
which had been informally requested by such committee or its 
chairman.  The Bondholders' Committee was disbanded by no later 
than March of 1997.

     As of the date of this Disclosure Statement, there are no 
active, statutory committees involved in the Debtor's Chapter 11 
case.  Conversely, many Creditors and Interestholders have been 
actively represented by counsel in the case.  Also see pages 10 
and 11 of this Disclosure Statement concerning the December 31, 
1997 Conditional Letter Agreement which was negotiated between 
the Trustee and certain Creditors holding tens of millions of 
dollars in Claims against the Estate. 

E.   DISPOSITIONS OF INTERESTS IN SUBSIDIARIES AND PARTNERSHIPS.

     At the time the Trustee was appointed, Bonneville owned 
equity interests in numerous entities, including wholly owned 

- ---------------
(60) After the appointment of the Trustee, the Bankruptcy Court 
     denied various applications of individual members of the 
     Committee (including C. Derek Anderson) for reimbursement of 
     their costs.  Neither the Committee's counsel (LLL&M) nor the 
     Committee's accountants (Ernst & Young) ultimately received 
     (or retained) any Allowed fees or costs from the Estate.

                                                         Page 116
<PAGE>

subsidiaries, some of which had incurred and were continuing to 
incur operating losses and were being directly or indirectly 
subsidized by Bonneville to sustain operations. The Trustee and 
current management undertook to expediently dispose of the 
Estate's interest in such unprofitable entities.  In some 
instances the Trustee simply abandoned the Estate's interest in 
the entity or caused the entity to cease business in order to 
stop accruing operational losses.  In other instances, the 
Trustee negotiated the return of the entity's assets to secured 
lenders under terms that limited or eliminated the remaining 
unsecured obligation that would be owed by the Estate to those 
lenders. In a few instances, the Trustee was able to liquidate 
Bonneville's interest in a subsidiary or partnership in a manner 
that generated funds for the Estate.

     It should be noted, however, that funds generated by the 
sale or other disposition of Bonneville's interests in 
subsidiaries and partnerships rarely equaled the book value 
reflected for those assets in the Statements and Schedules filed 
by Bonneville, as Debtor-in-possession, in this bankruptcy case. 
For instance, Bonneville owned most of Recomp, Inc, and invested 
$27 million dollars in that entity, including $500,000 loaned by 
Bonneville, as Debtor-in-possession, after the bankruptcy was 
filed.  The stock of Recomp and the accounts receivable owed by 
Recomp to Bonneville were reflected in Bonneville's prepetition 
financial statements with a "book" value in excess of $22 
million. However, Recomp consistently lost money and when the 
Trustee sold Bonneville's interest in that entity the sale 
generated only approximately $689,000.00.  

                                                         Page 117
<PAGE>

     The primary transactions involving disposition of the 
Estate's interest in its subsidiaries, affiliates or partnerships 
after the Trustee's appointment are summarized as follows:(61)

     1.   YUMA PROJECT.  Bonneville's wholly owned subsidiaries, 
Bonneville - Yuma Corp. and Bonneville General Corporation, and 
other affiliates, owned contractual rights and permits necessary 
to construct and operate a proposed power project near Yuma, 
Arizona which would supply power to San Diego Gas & Electric.  
After the appointment of the Trustee, Bonneville's interests (and 
BPSC's interests) were sold to California Energy or its affiliates 
for $4.75 million pursuant to Orders of the Bankruptcy Court 
entered on or about July 17, 1992 and October 26, 1992; 
$500,000.00 of the purchase price was paid in 1992.  However, 
California Energy did not fulfill its commitment to pay the 
remaining purchase price and, therefore, the Trustee initiated an 
adversary proceeding to collect the amounts owed.  SEGAL 
(TRUSTEE), ET AL. V. CEDC, Adversary Proceeding No. 93PA-2495.  
California Energy filed a multi-million dollar counterclaim.  The 
dispute was resolved by a settlement dated October 21, 1994, which 
settlement was approved by the Bankruptcy Court.  Pursuant to the 
terms of that settlement, the counterclaim was dismissed with 
prejudice and California Energy paid to Bonneville and BPSC an 
additional amount of approximately $4 million.

     2.   LEHI PROJECT.  Bonneville and Lehi Cogeneration, Inc., 
a wholly owned subsidiary of BP Thermal, in which Bonneville was 
a 50% general partner, were general partners of Lehi Cogeneration 
Assoc., a Utah partnership, which developed, owned and operated a 

- ---------------
(61) The descriptions provided herein are summaries of transactions 
     which, in many instances, were intricate and complex.  The 
     descriptions do not and cannot, in summary fashion, describe 
     all of the terms of the transactions.  Each transaction (or any 
     related settlement) must be reviewed in its entirety.  In each 
     case the Trustee's actions were authorized by the Bankruptcy 
     Court and pleadings on file with the Bankruptcy Court detail 
     the terms of the transaction.

                                                         Page 118
<PAGE>

cogeneration facility in Lehi, Utah.  The "book" value of 
Bonneville's interest in the Lehi project was in excess of $6 
million.  However, the cogeneration facility sustained ongoing 
operational losses and the Trustee concluded that the value of 
the project was substantially less than the amount owed to CIGNA, 
the secured lender.  The Trustee negotiated a settlement with 
CIGNA wherein CIGNA agreed to reduce its claim against 
Bonneville's bankruptcy estate to a $10 million subordinated 
claim which is treated as a Section 510(b) Equity Claim as 
provided in Class 10 of the Plan.  The CIGNA claim is further 
discussed in Section VI of this Disclosure Statement.  Pursuant 
to his agreement with CIGNA, the Trustee abandoned Bonneville's 
interest in the Lehi project.  Lehi Cogeneration Assoc. filed a 
petition under Chapter 7 of the Bankruptcy Code in October, 1992 
and its assets were subsequently liquidated by its Chapter 7 
trustee.

     3.   ISLAND PARK PROJECT.  Bonneville Pacific-Island Park 
Corporation ("BPIPC"), a wholly owned Bonneville subsidiary, was 
the general partner in Island Park Hydropower Ltd., an Idaho 
limited partnership, which held interests in a hydroelectric 
project in Idaho.  All interests in the project were sold for a 
purchase price of $500,000.00 payable as the project was 
developed.  Fifty percent of that purchase price was paid to 
BPIPC, and the remainder was distributed to limited partners of 
Island Park Hydropower Ltd. BPIPC ultimately received 
$107,164.30, which was paid by BPIPC to Bonneville toward an 
account receivable owed to Bonneville.

     4.   KOYLE RANCH PROJECT.  Bonneville was a general partner 
of Hydro Electric Associates 1983, a Utah limited partnership, 
and Koyle Equipment Associates, a Utah limited partnership, which 
each owned an interest in a hydroelectric project in Gooding 
County, Idaho.  After concluding that there was no equity in the 
project, the Trustee entered into negotiations which culminated in the 

                                                         Page 119
<PAGE>

Trustee's abandonment of all interest in the project in return 
for withdrawal of the contingent claim of New England Mutual Life 
Insurance Company, the secured lender, in the amount of 
$979,341.00, and other claims asserted by third parties.

     5.   BP ASSOCIATES, FULCRUM INC. AND BLACK CANYON PROJECT.  
Bonneville owned interests in three related entities including BP 
Hydro Associates, a Utah general partnership, and Fulcrum Inc., a 
wholly owned subsidiary, which owned and operated the Low Line 
Rapids, Deitrich Drop, Rock Creek II, and Barber Dam 
hydroelectric projects in Idaho.  The Debtor also owned the Black 
Canyon hydroelectric project in Idaho.  After concluding there 
was little or no equity in the projects, the Trustee sold the 
Estate's interests in such projects for approximately $30,000.00 
plus the release of a $93,000.00 (or more) claim by the 
purchaser, CHI Mountain States Operation, and the release of a 
$15.75 million claim by Fuji Bank, Ltd., L.A. Agency, the secured 
lender with respect to such projects.

     6.   FELT DAM PROJECT.  Bonneville was a general partner in 
CDM Hydroelectric Co. ("CDM"), a Colorado general partnership 
created to develop and operate the Felt Dam hydroelectric project 
in Idaho.  The Trustee transferred Bonneville's interest in CDM 
and the project pursuant to a settlement agreement with other 
parties in CDM.  Pursuant to the settlement agreement (which was 
approved by the Bankruptcy Court on October 5, 1992) Bonneville 
received approximately $154,000.00 cash and the release of claims 
totaling in excess of $3.3 million.

     7.   RECOMP.  Bonneville owned 62% of the stock in Recomp 
Inc., which, in turn, owned various subsidiaries that operated a 
number of composting, incinerating and recycling facilities.  
Bonneville invested in excess of $27 million in these projects, including 
a $500,000.00 post-petition loan.  The Trustee determined that Recomp 

                                                         Page 120
<PAGE>

was part of an "earnings" transaction, that the market value of 
Recomp was barely sufficient to cover secured debt and that 
Recomp had incurred and was continuing to incur significant 
operating losses.  After a series of unsuccessful attempts to 
sell Bonneville's interest in Recomp, a sale was finally 
culminated in January of 1993 pursuant to which Bonneville 
received repayment of the $500,000.00 post-petition loan and a 
secured promissory note in the amount of $189,000.00, which has 
since been settled and satisfied.  In addition, as part of the 
sale, contingent claims in excess of $2 million were released and 
Bonneville's contingent liability on various obligations of 
Recomp (which had been guaranteed by Bonneville) were eliminated.

     8.   MARTIN CREEK PROJECT.  Bonneville's wholly owned 
subsidiary, Skykomish River Hydro Inc., owned rights and permits 
for a proposed hydroelectric project known as the Martin Creek 
project in King County, Washington.  Bonneville's stock in the 
subsidiary was sold in 1993 for a sales price that included 
$50,000.00 cash and $300,000.00 due when the project is 
developed.  The balance remains outstanding and the Trustee 
believes that development of the Martin Creek project and, 
therefore, collection of the account receivable, remains 
unlikely.

     9.   MAMMOTH LAKES GEOTHERMAL PROJECT.  Bonneville was a 
general and limited partner in the Mammoth Lakes Limited 
Partnership, which owned geothermal wells and permits in Mono 
County, California, known as the Mammoth Lakes geothermal 
project.  The Trustee sold Bonneville's interest in the 
partnership and its assets to Vulcan Energy Inc. ("Vulcan"), another limited 
partner in the partnership.(62)  Vulcan agreed to: a) pay $20,000.00 down; 
b) obtain the release of, or replace, a $20,000.00 letter of credit that 
secured a bond required by the State of California; c) pay ongoing bond 
premiums and State assessments; d) take actions needed 

- ---------------
(62) Vulcan had purchased the partnership interest from Mistletoe 
     Financial Inc.

                                                         Page 121
<PAGE>

to have Vulcan replace Bonneville as the party responsible, under 
California law, for maintaining or plugging the geothermal wells; 
and, e) in the event a power project was developed, pay 
Bonneville sums that over many years could have totaled up to 
$1.5 million. Vulcan paid the $20,000.00 down payment and 
obtained a release of the letter of credit.  However, Vulcan was 
never able to satisfy the criteria required by the State of 
California to complete the transfer of the wells.  Vulcan also 
discontinued making payment on bond premiums and well 
assessments, and Bonneville remained liable for those premiums 
and assessments.  The State of California found that the wells 
had been abandoned and ordered that they be plugged.  Bonneville 
was the responsible party on a $100,000.00 bond to cover the cost 
of plugging the wells.  Vulcan ultimately filed a petition under 
Chapter 11 of the Bankruptcy Code in the State of Oregon.  
Litigation in the Oregon Bankruptcy Court was commenced and that 
litigation was settled and approved by Order of the Utah 
Bankruptcy Court entered on or about May 5, 1997.  Pursuant to 
that settlement, the Trustee has acquired clear title to the 
geothermal wells.  Bonneville explored the possibility of selling 
the wells but could not find a qualified purchaser willing to 
assume the liabilities associated with the wells, including the 
ongoing bond premiums and assessments, or the cost of plugging 
the wells.  The Trustee and current management concluded that 
Bonneville should proceed to plug and abandon the wells and 
thereby eliminate the ongoing expenses and potential liabilities associated 
with the wells.  The cost to the Estate to plug and abandon the wells was 
approximately $115,000.00 and that work has now been completed.  As part of 
the settlement with Vulcan, the Trustee retained a claim against Vulcan's 
bankruptcy estate, which is to be paid through issuance of 

                                                         Page 122
<PAGE>

stock in Vulcan, a reorganized company.  The Trustee does not 
believe the claim or the Vulcan stock have any significant value.

     10.  AMERICAN ATLAS PROJECT.  Bonneville's wholly owned 
subsidiary Cogeneration Technology and Development Co. ("CTDC"), 
leased a gas fired cogeneration facility in Rifle, Colorado known 
as "American Atlas # 1".  The project was financed through a 
complex lease arrangement with Westinghouse Credit Corporation.  
The Trustee and current management entered into negotiations 
pursuant to which the Debtor released Bonneville's interest in 
CTDC in return for the release of approximately $50 million in 
claims asserted against the Estate by Westinghouse and  by 
American Atlas # 1 Ltd.  In addition, Bonneville Fuels 
Corporation retained a favorable contract (which ran until March 
31, 1997) for the sale of natural gas to run the facility, which 
contract improved the financial position of Bonneville Fuels 
Corporation.

     11.  SACRAMENTO COGENERATION PROJECT (SMUD).  The Trustee 
and current management resolved a dispute with Siemens Power 
Ventures Inc. ("Siemens"), regarding the right to develop a 
cogeneration facility in Sacramento County, California, 
undertaken initially by Bonneville Sacramento Assoc., a general 
partnership whose general partners included Bonneville and 
Bonneville's wholly owned subsidiary, Bonneville Sacramento Corp. 
 The settlement, which was approved by the Bankruptcy Court in 
June, 1993, provided for an initial payment of $10,000.00 and 
additional payments as the project was developed.  Bonneville and 
BPSC ultimately received a total of $875,000.00 from the 
settlement.

     12.  SANTA MARIA PROJECT.  Bonneville owned a 9 megawatt 
cogeneration facility in Santa Maria, California.  A wholly owned 
subsidiary of Bonneville, Alpac Foods, owned the "thermal host" 

                                                         Page 123
<PAGE>

for that project, which was a frozen vegetable packaging 
facility. In 1994, pursuant to a stipulation with the project 
lender, Fuji Bank Ltd., L.A. Agency ("Fuji"), the cogeneration 
facility was transferred to Fuji's designee in return for Fuji's 
reduction of its $8.5 million claim down to a $4 million deeply 
subordinated Claim (Class 8).  In 1995 the Trustee negotiated a 
three-way settlement with regard to the frozen vegetable 
packaging facility pursuant to which Bonneville's interest in 
that project was sold to United Foods, and, in return:  a) a 
consortium of lenders led by Washington Square, reduced their 
$11.5 million secured and unsecured claim down to a $3.5 million 
"deeply subordinated" claim (Class 8); b) United Foods, which 
had leased the facility, released all claims against Bonneville 
and its estate; and c) Art James, who asserted a claim in the 
amount of $813,000.00, released his claim.

     13.  WESTINGHOUSE FINANCED PROJECTS:  BWETA, DINUBA, 
TAMARACK. Bonneville was the general partner in Bonneville Aero 
Power Plant ("BAPP"), and wholly owned Bonneville Wind 
Corporation, which was a general and limited partner of 
Bonneville Wind Energy Technology Assoc. ("BWETA").  Those 
entities were created to develop a 14 megawatt wind-powered 
electrical generation facility located near Palm Springs, 
California.   Bonneville, both directly and through several 
affiliated entities, also held a small interest in a 6.25 
megawatt wood-fired cogeneration facility near Tamarack, Idaho 
("Tamarack").  Bonneville also owned an interest in an 11.5 
megawatt wood-fired cogeneration facility located near 
Dinuba, California ("Dinuba").  The BWETA, Dinuba and Tamarack 
projects were each financed by Westinghouse Credit Corp. 
("Westinghouse").  In 1994 the Bankruptcy Court approved a 
partial settlement between the Trustee and Westinghouse 
pursuant to which the Trustee transferred to Westinghouse all 
of Bonneville's direct and indirect interests in Dinuba, 
Tamarack and BWETA, and Westinghouse paid Bonneville's Estate 
$950,000.00, waived approximately $47 million 

                                                         Page 124
<PAGE>

in general unsecured claims against the Estate (as reflected in 
proofs of claim which had been filed by Westinghouse) and 
retained a deeply subordinated claim in the amount of $6 million. 
 In a subsequent settlement with the Trustee (in THE SEGAL V. 
PORTLAND GENERAL, ET AL. litigation), Westinghouse released its 
deeply subordinated claim and agreed to pay the Estate an 
additional $6 million.

     14.  WATSONVILLE PROJECT.  Bonneville's wholly owned 
subsidiaries California Industrial Cogen and Watsonville Cogen 
Corp. were the general partners of the Watsonville Cogeneration 
Partnership which held a leasehold interest in a 28.5 megawatt 
gas-fired cogeneration facility in Watsonville, California.  BPSC 
operated the project.  Pursuant to a financing lease, Ford Motor 
Credit Corp. (or its affiliate, State Street Bank), filed two 
proofs of claim in the respective amounts of $79,265,675.00 and 
$15,000,000.00 against Bonneville's Estate.  In July, 1994 the 
Bankruptcy Court approved an agreement pursuant to which 
Bonneville's interest in the Watsonville project was released and 
State Street Bank waived its respective claims except for a 
$1,000,000.00 Allowed Claim (Class 2).

     15.  PIGEON COVE PROJECT.  Bonneville owned a 1% general 
partnership interest in LS-LQ Hydroelectric Partners, which owned 
a hydroelectric project in Twin Falls County, Idaho.  
Bonneville's interest in the project was released by agreement 
approved by the Bankruptcy Court in 1994, pursuant to which the 
secured lender, New England Mutual Life Insurance, waived its 
$2.9 million claim against the Estate.

     16.  RAVENSCROFT PROJECT.  Bonneville was general partner of 
Ravenscroft Partnership, which owned a 1% joint venture interest 
in a hydroelectric project in Gooding County, Idaho.  By agreement 

                                                         Page 125
<PAGE>

approved by the Bankruptcy Court in 1994, the Trustee released 
Bonneville's interest in the project in return for the release of 
claims by Olympus Bank, the secured lender and by Vernon and 
Harriet Ravenscroft, the joint venture partners.

     17.  LONG SAULT PROJECT.  Bonneville owns 50% of the stock 
of Bonneville McKenzie Energy Corporation ("BMEC"); the other 
50% of the stock is owned by Rod McKenzie.  BMEC owned a 50% 
partnership interest in the Long Sault Hydroelectric Partnership 
("LSHP") which owned certain rights to develop a hydroelectric 
project in Ontario, Canada.  In 1993 the Trustee consented to a 
sale by BMEC of its interest in the Long Sault project to Nirabro 
Industries Ltd., the other 50% partnership interest owner in 
LSHP; in consideration, Bonneville received approximately 
$85,000.00 from BMEC which sum reduced an account receivable 
(currently totaling more than $200,000.00) owed by BMEC to 
Bonneville.  As additional consideration, BMEC is entitled to an 
approximately 40% share of any amounts recovered (after payment 
of all costs and attorneys' fees) by LSHP pursuant to litigation 
pending in Canada against Sandwell Inc., ET AL.  The litigation 
is being contested and, therefore, the outcome of the litigation 
is uncertain.  Trial in the litigation has not been scheduled.  

     18.  NCA # 2.  On September 24, 1992 the Trustee, Bonneville 
Nevada Corporation ("BNC"), a wholly owned subsidiary of 
Bonneville, and Texaco Black Mountain Inc., a subsidiary of 
Texaco, entered into a settlement which resolved disputes 
regarding the validity and amount of certain contingent unliquidated 
claims for funds owed to Bonneville and BNC under the sales agreement 
dated November 27, 1991 pursuant to which Texaco Black Mountain Inc. 
purchased BNC's interest in Nevada Cogeneration Association # 2 
("NCA # 2").  As required under the settlement agreement, which 

                                                         Page 126
<PAGE>

was approved by the Bankruptcy Court after hearing held on 
October 15, 1992, Texaco Black Mountain paid BNC an additional $1 
million in satisfaction of the obligations owed for purchase of 
BNC's interest in NCA # 2.  The Settlement proceeds were 
ultimately "upstreamed" to Bonneville.  Also see footnote 36 of 
this Disclosure Statement.

     In summary, by disposing of Bonneville's interests in 
subsidiaries and partnerships which could not be profitably 
operated, the Trustee generated significant cash and obtained 
releases of claims, or potential claims, against Bonneville's 
Estate totaling more than two hundred million dollars 
($200,000,000.00).

F.   DISPOSITION OF OTHER ASSETS.

     While the majority of Bonneville's assets were held in the 
name of subsidiaries and partnerships, Bonneville owned a few 
assets, outright, at the time of the filing of bankruptcy.  The 
Trustee undertook to liquidate such assets where the cost of 
keeping the assets outweighed the possible benefit to the Estate. 
Those transactions include the following:

     1.   The Trustee with the aid of current management sold 
eight (8) 6.415 MW DeLavel Enterprises DSRV-16-4 heavy fuel 
engines, known as the Anamax engines, to Edison Global Electric, 
Ltd for a final purchase price of $7.424 million.  From the 
purchase price, a total of $130,817.32 was paid to the Park 
Corporation, the owner of the real property upon which the 
engines were affixed.  The Trustee also satisfied the claim of 
the LaSal Corp., the secured creditor with a claim of 
$3,183,183.00.  After the payments described above the Estate 
netted in excess of $4 million.

     2.   The Trustee sold miscellaneous personal property of the 
estate, including surplus furniture and equipment, for 
approximately $74,000.00.

                                                         Page 127
<PAGE>

     3.  The Trustee transferred Bonneville's leasehold interest 
in a Westwind aircraft to Barken International, the co-lessee, 
for a release of potential claims totaling up to $1.3 million.

     4.   The Trustee and current management liquidated 
Bonneville Foods Corporation.  After completion of the 
liquidation, Bonneville Foods paid (in the form of a dividend) 
$243,421.22 to Bonneville.

G.   COLLECTION OF MISCELLANEOUS ASSETS.

     During the Trustee's administration of the Estate, the 
Estate also recovered or collected the following assets:

     a.   Various state and federal tax refunds   $2,730,596.42 
     b.   Santa Maria real property tax refund       213,227.00
     c.   Peak Power Note                            100,000.00
     d.   Flax Note                                  100,000.00
                                                     ----------
     TOTAL                                        $3,143,823.42

H.   REMAINING BUSINESSES.

     The Trustee has retained only the Debtor's business assets 
that the Trustee believes have value, and which may be operated 
at a profit to the benefit of the stockholders in the Reorganized 
Debtor.  FOR A DETAILED DISCUSSION OF THESE ASSETS, SEE THE 
"BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT" WHICH IS ATTACHED 
HERETO AS EXHIBIT "3".  FOR AN ESTIMATED VALUATION OF THESE 
ASSETS, SEE SECTION III OF THIS DISCLOSURE STATEMENT. Upon the reasonable 
written request of any party-in-interest and subject to an appropriate 
confidentiality agreement, the Trustee will make available certain 
documents concerning these business assets.  In the opinion of the 
Trustee, Bonneville's current management has, during the Trustee's 
administration of the Estate, performed admirably and should be

                                                         Page 128
<PAGE>

given much of the credit for the value which now exists in the 
Debtor's (or its Subsidiaries') current businesses.  Those 
business assets are summarized as follows:

     1.   Bonneville Fuels, Corp. ("Fuels") (which includes 
Fuels' wholly owned subsidiaries: Colorado Gathering Corp.; 
Bonneville Fuels Marketing Corp.; Bonneville Fuels Management 
Corp.; and Bonneville Fuels Operating Corp.).  Fuels is a wholly 
owned subsidiary of Bonneville engaged, primarily, in natural gas 
and oil production and sales in the Western United States.  
During the period since Bonneville's bankruptcy, Fuels has 
dedicated its cash flow to reducing its debt and more recently 
has been actively acquiring and developing additional oil and gas 
properties.  As of March 31, 1998, Fuels and its subsidiaries had 
15 full-time and four contract and part-time employees, and 
anticipates hiring additional professionals during 1998.

     In the calendar year ending December 31, 1997 Fuels had 
gross revenues of $19.7 million, net operating income before tax 
of $1.0 million and total discretionary cash flow of $3.2 
million.  Based on an independent report prepared by the Ryder 
Scott Company, as of December 31, 1997 Fuels' total proved oil 
and gas reserves had a present value, using SEC (PV10) pricing, 
of approximately $19.6 million.

     BECAUSE THE VALUE OF FUELS' OIL AND NATURAL GAS RESERVES IS 
PRIMARILY DEPENDENT ON THE PRICE OF EACH COMMODITY, SUCH RESERVE 
VALUE CONSTANTLY FLUCTUATES AS THE PRICES OF THESE COMMODITIES 
RISE AND FALL.

     At the time of the filing of Bonneville's bankruptcy 
petition, there was little, if any "net equity" for Bonneville 
in Fuels because Fuels owed secured debt to Chase Manhattan Bank 
("Chase") in the amount of approximately $15.7 million.  The 
Chase debt has now been paid off.  As of December 31, 1997, Fuels 
had outstanding 

                                                         Page 129
<PAGE>

secured debt to Colorado National Bank totaling approximately 
$2.4 million.  Fuels may increase its secured debt in order to 
satisfy (or pay in lieu of) the Discretionary Notes discussed in 
Section IV, N. of this Disclosure Statement.  This would be 
treated on Fuels' books as a loan to Bonneville and would be 
carried at market rates.

     Since the appointment of the Trustee, Fuels has made no 
distributions to Bonneville (i.e., paid no dividends to 
Bonneville) because all of Fuels' cash flow has been used to 
either pay off the above-referenced debt to its lender or to 
acquire and/or develop additional oil and gas properties 
(reserves) for Fuels.  Although the Estate possessed little net 
equity in Fuels at the time of the Trustee's appointment, due to 
the efforts of current management, Fuels has now become a 
valuable asset.  For an estimated valuation of Fuels, see Section 
III of this Disclosure Statement.

     2.   Bonneville Nevada Corporation, a Utah corporation 
("BNC") is a wholly owned subsidiary of the Debtor.  BNC owns a 
50% partnership interest in Nevada Cogeneration Associates #1 
("NCA #1").  NCA # 1 is the owner of an 85 megawatt natural gas 
fired cogeneration project located near Las Vegas, Nevada that 
has been in commercial operation since approximately June of 
1992.  NCA # 1 sells all of its produced power to Nevada Power 
Company ("NPC") which company is listed on the New York Stock 
Exchange under the symbol NVP.(63) Bonneville Pacific Services 
Company, Inc. ("BPSC") provides operating and management 
services to NCA #1.

     The other fifty percent (50%) partnership interest in NCA #1 
is owned by Texaco Clark County Cogeneration Company, a 
subsidiary of Texaco, Inc. ("Texaco").  As a result of agreements between 

- ---------------
(63) NCA # 1 also sells thermal energy in the form of exhaust and 
     chilled water to a subsidiary of Georgia Pacific which utilizes 
     the thermal energy in its manufacturing of gypsum wall board.

                                                         Page 130
<PAGE>

Texaco and BNC, the ability of either Texaco or BNC to sell or 
dispose of their interest in NCA # 1 may be limited.  

     In 1992 Bonneville owed the Bank of Tokyo a $6.6 million 
obligation which was secured by Bonneville's stock in BNC; such 
obligation related to Bonneville's capital investment in NCA # 1. 
 Bank of Tokyo has now been paid in full with interest (for a 
total repayment of $9,069,282.00) from the partnership 
distributions resulting from the operations of the NCA # 1 
project.  

     The original loan to construct the NCA # 1 project totaled 
$111.8 million; that indebtedness, as of December 31, 1997, has 
been reduced to approximately $78.3 million.  The $78.3 million 
in obligations are owed to a consortium of institutions on a 
nonrecourse (to Bonneville) loan and to holders of industrial 
revenue bonds.  Bonneville has guaranteed repayment of the 
industrial revenue bonds, which bond obligation currently totals 
approximately $27.4 million.  As set forth in the Plan, the 
Reorganized Debtor will continue to guarantee repayment of the 
industrial revenue bonds.

     Arbitration regarding curtailment activity (i.e., reduced 
power purchases) by NPC has been concluded with NCA # 1 being 
awarded and paid $829,920.00; that payment was reflected in the 
amounts distributed in 1996 to NCA # 1's partners.   There have 
been no curtailments since October of 1996.  In light of 
curtailment and market risks facing both NCA # 1 and NPC, the 
parties negotiated and reached an agreement pertaining to future 
curtailments.  The agreement, which was executed on October 3, 1997, 
provides for a small reduction in applicable energy rates but eliminates 
the economic risk from future curtailments, except in limited 
circumstances.  The agreement also resolves all remaining litigation 
between the parties and permits the parties to voluntarily reduce 

                                                         Page 131
<PAGE>

(displace) power purchase and sales requirements in response to 
changing market conditions.(64)  This agreement must be approved 
by the Public Utility Commission of Nevada ("PUCN") before it 
becomes effective. A petition for approval of such agreement was 
submitted to the PUCN on November 3, 1997.  A public hearing on 
the petition was held before the PUCN on April 6, 1998.  The 
petition is scheduled to be considered by the PUCN at the PUCN's 
next regularly scheduled meeting.  Management for NCA # 1 
believes that the settlement agreement, if approved by the PUCN, 
will provide NCA # 1 with long term revenue stability and 
additional flexibility in anticipation of market deregulation. 

     On or about September 27, 1996, NCA #1 was served with 
Findings and Notices of Violation issued by Region IX of the 
United States Environmental Protection Agency (the "EPA") for 
alleged violations of the Clean Air Act's Prevention of 
Significant Deterioration program applicable for the State of 
Nevada.  Specifically, the EPA alleges that NCA #1, contrary to 
applicable operating permits, failed to timely install "Best 
Available Control Technology" at the plant in the form of a 
selective catalytic reduction system to control Nox emissions.  
Management of NCA # 1 has disputed the EPA's claims.  
Representatives of both sides of this dispute have reached an 
agreement in principle but a written agreement has not yet been 
executed. Attorneys for both sides are working on a draft of a 
proposed agreement, which the parties anticipate will be 
finalized and signed sometime in 1998.

     The Partners in the NCA #1 Project are BNC and Texaco Clark 
County Cogeneration Company ("TCCCC"), a wholly owned subsidiary 
of Texaco, Inc.  The Partnership Agreement provides that the 

- ---------------
(64) The owners of the NCA #2 Project (which is operated by BPSC) 
     have also entered into a similar agreement with NPC concerning 
     future curtailments.

                                                         Page 132
<PAGE>

partners share equally in the allocation of income (loss), 
depreciation expenses and other tax benefits from the operations 
of the Partnership.  The Agreement further provides that BNC 
receives a disproportionate share of net cash distributions, 
(66_% to BNC and 33_% to TCCCC), until such time as net cash 
distributions from the project equal $18.8 million, at which time 
both partners are to share equally in the net cash distributions.

     During the calendar year ending December 31, 1996, the NCA 
#1 project had a net operating revenue of $6,758,140.00 
(audited).  In accordance with the Partnership Agreement, BNC was 
allocated fifty percent of the net operating income.  
Distributions from project operations for the same period totaled 
$5.1 million.  As a result of an arbitration settlement with 
Nevada Power Company a special distribution of $900,000.00 was 
made in June of 1996.  An additional distribution of 
$4,320,000.00 was available from a decrease in the level of 
funding required in the reserve accounts due to an amendment to 
the Construction Loan, Term Loan and Reimbursement Agreement 
providing financing for the project. The Total Distribution to 
the NCA #1 partners in 1996 was $10,321,000.00.  The 1996 
distribution paid by NCA # 1 to BNC totaled $6,880,000.00.

     During the calendar year ending December 31, 1997, the NCA 
#1 project had a projected net operating revenue of $7,803,559.00 
(audited).  In accordance with the Partnership Agreement, BNC was 
allocated fifty percent of the net operating income.  
Distributions from project operations for the same period totaled 
$6.7 million.  With the distributions from NCA # 1 to BNC in 1997 
the total net cash distributions from the project (since 1992) 
exceeded the $18.8 million level and, therefore, all future 
distributions to BNC and TCCCC will be made on an equal basis. 
The total distribution received by BNC from NCA # 1 in 1997 was 
$3,516,000.00.

                                                         Page 133
<PAGE>

     From the appointment of the Trustee through December 31, 
1997, BNC has paid to Bonneville (in the form of dividends) a 
total of $16,168,762.08, of which $9,069,282.00 was paid to the 
Bank of Tokyo.  BNC is now the Estate's most valuable asset.  For 
an estimated valuation of Bonneville's interest in the NCA # 1 
Project, see Section III of this Disclosure Statement.

     3.   Bonneville Pacific Services Company, Inc., ("BPSC").  
BPSC is a wholly owned subsidiary of Bonneville which is in the 
business of operating power projects.  BPSC currently operates 
both the NCA #1 Project and its "sister" project, the 85 
megawatt NCA # 2 Project.(65) BPSC helped finance and also owns a 
fifty-one percent (51%) interest in a four (4) megawatt power 
project located near Navojoa, Mexico, as discussed in detail in 
the Business Plan Prepared by Current Management (Exhibit "3") 
(the CONAV Project).  BPSC also oversees the operation of, and 
manages, Bonneville's Kyocera Power project, which project is 
discussed below.  

     At the time of the filing of Bonneville's bankruptcy 
petition, BPSC operated a number of other power projects in which 
Bonneville had a direct or indirect interest.  However, at that 
time there was little, if any, "net equity" in BPSC for 
Bonneville because BPSC was likely insolvent since the cost of 
BPSC's operations exceeded the funds generated therefrom; i.e., 
in the opinion of the Trustee, some of the Bonneville Insiders 
had structured some of BPSC's contracts so that the revenues 
generated from operation of the projects did not equal the cost 
to operate the projects.  The Trustee and current management took 
action to eliminate those unprofitable contracts and, therefore, 
made BPSC a solvent, valuable entity.

- ---------------
(65) NCA # 2 also sells all of its produced power to Nevada Power 
     Company.  NCA # 2 also sells thermal energy in the form of 
     exhaust and chilled water to Pabco which utilizes the thermal 
     energy in its manufacturing of gypsum wall board.

                                                         Page 134
<PAGE>

BPSC has been streamlined during the Trustee's tenure.  BPSC now 
employs approximately 38 people.  For the one-year period ending 
December 31, 1997 BPSC had a net operating income of 
approximately $1,140,000.00.  BPSC has no long term or secured 
debt.  

     From the appointment of the Trustee through December 31, 
1997, BPSC has paid to Bonneville (in the form of a dividend in 
December of 1997), a total of $3.9 million.

     For an estimated valuation of BPSC, see Section III of this 
Disclosure Statement.

     4.   Kyocera Project ("Kyocera").  Kyocera is a 3.2 MW gas 
fired cogeneration facility owned directly by Bonneville and 
located in San Diego, California.   Power and chilled water from 
the project is purchased by Kyocera American, Inc. ("KAI").(66) 
At the time of the filing of Bonneville's bankruptcy, the 
contract pursuant to which KAI purchased power from Kyocera 
provided for a purchase price that was a discount rate targeted 
to be a certain percentage below the rates charged by San Diego 
Gas and Electric.  The discount rate began at 8% and pursuant to 
the terms of the contract increased, over a 20 year period, to 
40% below the rates charged by San Diego Gas and Electric.  At 
those discounted prices, Kyocera's operation was not economically 
feasible.  In 1995, the Trustee and KAI entered into an amendment 
of the power purchase contract that, INTER ALIA, capped the 
discount rate for purchase of power at thirteen percent (13 %) 
below the rates charged by San Diego Gas and Electric.  That 
contract remains in place through at least March 31, 1999 and is 
currently being renegotiated.   For the one-year period ending 
December 31, 1997, Kyocera generated a net income of $86,843.00; 
this compares to net income of $234,471.00 for the year ending 

- ---------------
(66) Kyocera American Inc. is a subsidiary of Kyocera Corp., a 
     Japanese company whose American Depository Receipts are traded 
     on the New York Stock Exchange under the symbol KYO.

                                                         Page 135
<PAGE>

December 31, 1996, some of the decrease being attributable to 
higher fuel prices.  If natural gas prices substantially increase 
and remain at a high level, or if Bonneville is not able to 
successfully renegotiate its power purchase contract with KAI, 
then the Kyocera project may not be able to continue to operate 
at a profit.  Kyocera is not subject to any long-term or secured 
debt.  

     For an estimated valuation of this project, see Section III 
of this Disclosure Statement.

I.   LITIGATION: SEGAL (TRUSTEE) V. PORTLAND GENERAL ET. AL. 
(UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CASE NO. 
92-C-364J AND CASES SEVERED THEREFROM OR RELATED THERETO).

     From the time of the Trustee's appointment, the Trustee, 
BG&M, NED and CR&S conducted an in-depth investigation of 
Bonneville's history, including the fictitious "earnings" 
transactions and the parties involved in those transactions.  The 
investigation encompassed tens of thousands of hours of time of 
the various professionals.

     In August, 1993, the Trustee, through BG&M and CR&S, filed 
an Amended Complaint (approximately 600 pages in length) IN SEGAL 
(TRUSTEE) V. PORTLAND GENERAL ET AL, Case No. 92-C-364J ("SEGAL 
(TRUSTEE) V. PORTLAND GENERAL"), the Honorable Bruce S. Jenkins 
presiding.  The Amended Complaint asserted various claims against 
scores of defendants.(67) In a few instances, where the Trustee 
believed that further pre-litigation investigation or negotiation 
was appropriate, parties that were allegedly liable to the Estate 
were not named as defendants in SEGAL (TRUSTEE) V. PORTLAND 
GENERAL, but entered into "tolling" agreements with the Trustee 
(i.e., agreements that "tolled" the running of any statute of 
limitation 

- ---------------
(67) Prior to filing the Amended Complaint, the Trustee reached a 
     settlement with one of the Bonneville Principles, Salt Lake 
     City Mayor, Deedee Corradini, and her now ex-spouse, Yan Ross; 
     pursuant to that settlement, Corradini and Ross paid the Estate 
     more than $800,000.00.

                                                         Page 136
<PAGE>

period); such tolling agreements permitted further investigation 
by the Trustee or continued negotiations for settlement.  The 
Amended Complaint (and the several subsequent amendments thereto) 
must be reviewed in its entirety to determine which causes of 
action were asserted against which defendants; (i.e., some of the 
defendants were accused of intentional, wrongful conduct whereas 
claims against other defendants were only for negligence or for 
recovery of preferential transfers).  All of the defendants and 
all of the persons or entities who reached settlements with the 
Trustee expressly denied (and still deny) all of the Trustee's 
allegations of wrongdoing.

     For almost three years (one year of investigation and two 
years of litigation), i.e., until June, 1995, the Bonneville 
Estate expended approximately $3 million in out-of-pocket costs 
in pursuing the SEGAL (TRUSTEE) V. PORTLAND GENERAL litigation 
and had recovered only slightly in excess of that amount.  At the 
same time, BG&M had expended nearly $10 million in attorneys' 
time and had received no compensation for their services.  At 
times during this three (3) year period the Trustee had concerns 
whether the Estate would have sufficient cash available to it to 
continue to keep administrative expenses current.

     However, beginning in June of 1995 and continuing into 
September of 1997, the Trustee entered into settlements with 
numerous defendants in SEGAL (TRUSTEE) V. PORTLAND GENERAL and 
with other Persons against whom the Trustee held claims.  Those 
settlements generated recoveries totaling $187,122,911.56 as 
detailed below:(68)

- ---------------
(68) Most of the settlements are detailed and complicated.  Each 
     settlement agreement must be reviewed in its entirety for 
     all the terms and conditions of the settlement.  In each 
     settlement, the settling party DENIES all of the Trustee's 
     respective allegations against them and deny all fault or 
     liability.  All of the settlements were approved by the 
     Bankruptcy Court.

     The "Settlement Amounts" include all consideration, from 
     whatever source, received by the Estate related to the named 
     settling party.  In some instances, the amounts include 
     interest which accrued in trust accounts pending approval of 
     the settlement and the ultimate release of the funds to the 
     Trustee.  The amounts reflected include the accounts 
     receivable set forth in Section III, B.3 of this Disclosure 
     Statement.  The amounts reflected do NOT include possible 
     additional recoveries from a few of the settling parties 
     (see Section III, B.5 of this Disclosure Statement).  The 
     stock of Bonneville received by the Trustee from some of the 
     settling parties is set forth in Section VI, D. of this 
     Disclosure Statement; no attempt was made to "value" such 
     returned stock and, therefore, the "value" of such 
     returned stock is NOT included in the "Settlement 
     Amounts."  The amounts do NOT include $290,000.00 paid by 
     the Deseret Trust company to the Hixsons.  The amounts do 
     include payment of accrued interest on L. Wynn Johnson's 
     $1.4 million promissory note (calculated through March 18, 
     1998).  The Carl T. Peterson amount includes $500,000.00 
     paid to the Estate as part of the District Court ordered 
     criminal restitution. The amounts also reflect collections 
     received in connection with an adversary proceeding 
     initiated by the Trustee ENTITLED SEGAL (TRUSTEE) V. SALLAH 
     INTERNATIONAL, A.P. No. 92PA-2561.

                                                         Page 137
<PAGE>

              LITIGATION RECOVERIES (SETTLEMENTS)
<TABLE>
<CAPTION>
Name of Settling Parties   Relationship with       Date of        Settlement Amount 
                           Bonneville              Bankruptcy     Paid or to be Paid
                                                   Court Order    
                                                   Approving       
                                                   Comprehensive   
                                                   Settlement        
<S>                        <C>                     <C>            <C>
Deloitte & Touche, et al.  Accountants/Auditors    5/2/96         $ 65,352,324.64

Mayer, Brown & Platt,      Attorneys               5/28/96          31,932,579.98
et al.    

Kidder Peabody             Consultant/Underwriter  10/29/96         15,000,000.00

Perkins Coie               Attorneys               5/6/96           12,750,000.00

Fraser & Beatty (Bradley)  Attorneys               9/4/96           10,000,000.00

Piper Jaffray              Consultant/Underwriter  9/9/96           10,000,000.00

Westinghouse               Lender                  12/23/96          6,950,000.00

Parsons, Behle & Latimer   Attorneys               7/26/95           6,901,030.21

Norwest Bank               Lender                  5/13/97           5,000,000.00

Yanke/Dinuba Energy        Seller-Dinuba Project   3/18/97           4,500,000.00

Carl T. Peterson           Insider                 2/13/96           4,007,694.07

German Entities            Business Associates     11/18/94          2,100,000.00

L. Wynn Johnson            Insider                 5/15/96           1,927,262.72

Hanifen Imhoff             Underwriter             9/26/95           1,757,197.05

Church Tithing and Trust   None                    7/8/97            1,390,000.00
(recovery of charitable 
donation only)

Robert Wood                Insider                 5/1/96            1,080,975.00

Raymond Hixson             Insider                 7/22/96           1,023,727.00

Coffin Parties             Attorneys               7/1/97              990,511.67

Kruse Parties              Attorneys               11/4/97             900,000.00

Corradini/Ross             Various                 9/16/93             805,006.39

Calpine                    Business Associates     1/28/97             767,500.00

Robert Pratt (preference   Former President        5/15/96             675,000.00
recovery only)

Houlihan-Dorton            Appraiser               12/11/95            533,264.99

Mark Rinehart              Attorney                8/21/96             400,000.00
(National Union)

Stephen Nadauld            Former CFO              11/29/95            260,250.00
(preference 
recovery only)

David Hirschi              Insider                 7/26/95              65,154.59

Gerald C. Monson           Vice President of       7/16/97              30,000.00
                           Accounting

Jack Dunlop                Insider                 1/13/97              13,433.25

Brent Haymond              Business Associate      10/24/94       $     10,000.00

TOTAL                                                             $187,122,911.56
</TABLE>

     The foregoing list does not include any amounts from 
Portland General itself because the Estate received no monetary 
recovery in its settlement with Portland General; however, in the 
September 9, 1996 Settlement Agreement between Portland General 
and the Trustee, which was approved by the Bankruptcy Court, 
Portland General waived its $76 million claim (before trebling) 
against the Estate and transferred 7,842,067 shares of 
Bonneville's Existing Common Stock to the Trustee.  While 
pursuant to such settlement agreement Portland General retained 
two million shares of Bonneville's Existing Common Stock, 
Portland General has agreed to cooperate with the Trustee in the 
reorganization of Bonneville.

     As previously discussed (Section X, D. of this Disclosure 
Statement), from the above-mentioned $187,122,911.56 recovery, 
the Trustee's special litigation counsel, BG&M, is entitled, 
subject to Bankruptcy Court approval, to twenty percent (20%) of 
all amounts 

                                                         Page 140
<PAGE>

recovered before litigation was commenced and thirty-three 
percent (33%) after litigation was filed; costs are deducted 
before the percentages are calculated and CR&S's fees for 
assistance in the litigation are deducted from BG&M's contingent 
fee.(69)  The following settlements were achieved without the 
filing of litigation:  Norwest Bank, Church Tithing and Trust, 
Raymond Hixson, Coffin Parties, Kruse Parties, Gerald Monson and 
part of Corradini/Ross and Jack Dunlop; all of the other 
recoveries related directly or indirectly to litigation matters. 
Accordingly, through December 31, 1997 BG&M has received from 
the Estate, as allowed by the Bankruptcy Court, fees totaling 
$55,471,942.00 and the Trustee anticipates that BG&M may be 
entitled to receive an additional amount of contingent fees 
(primarily from the accounts receivable discussed in Section III, 
B.3 of this Disclosure Statement) of approximately 
$2,000,000.00,(70) subject to review and Allowance by the 
Bankruptcy Court.

     At the present time the Trustee does not anticipate 
asserting other prepetition causes of action against any 
Person.(71)  While the Trustee entered into tolling agreements 
with other Persons, for various reasons (primarily either 
difficulty in proving liability or in recovering upon any 
judgment) the Trustee does not at this 

- ---------------
(69) Through September 30, 1997, litigation costs totaled 
     $6,826,211.11 (of which $5,275,241.81 was paid to BG&M for 
     reimbursement of its costs) and CR&S's fees related to the 
     litigation totaled $722,793.51.  BG&M recently filed its 
     seventeenth and FINAL cost application wherein BG&M sought 
     additional costs of $2,298.05; a hearing on the final cost 
     application was held as scheduled on April 13, 1998 at which 
     time the Bankruptcy Court approved and allowed BG&M's final 
     cost application.

(70) BG&M recently filed its ninth and FINAL fee application wherein 
     BG&M sought additional fees of approximately $1,834,865.09 plus 
     its contingent fee share of any tax refunds received by 
     Bonneville from the tax refunds to the Bonneville Insiders. 
     A hearing on the final fee application was held as scheduled 
     on April 13, 1998 at which time the Bankruptcy Court approved 
     and allowed BG&M's final fee application.

(71) However, the Estate does have a contingent interest in 
     litigation now pending in Canada related to the Long Sault 
     Project; see Section X, E.17 of this Disclosure Statement.

                                                         Page 141
<PAGE>

time intend to pursue claims against any other Persons; such 
tolling agreements will soon expire by their own terms.

     The Estate also has contingent rights to additional funds 
under existing settlements between the Trustee and Peterson, 
Johnson, Wood and Hixson; specifically, if those Bonneville 
Insiders (or their affiliates) obtain certain tax refunds based 
upon monies which they repaid to the Estate, then the Estate will 
receive one-half of the refund after payment of the Bonneville 
Insiders' professionals for fees and costs relating to obtaining 
the refunds.  Each of these Bonneville Insiders have now filed 
tax returns in which they are seeking material refunds.  These 
contingent rights are reflected within the miscellaneous assets 
listed in Section III, B.5 of this Disclosure Statement.  There 
is no assurance that the Estate will recover any additional funds 
from those existing settlements or that the Estate will obtain 
any additional funds from the Long Sault litigation matter.

J.   LITIGATION: OTHER.

     In addition to claims that formed the core OF SEGAL 
(TRUSTEE) V. PORTLAND GENERAL litigation, the Trustee pursued 
numerous claims seeking affirmative recovery for the Estate based 
upon causes of action including, but not limited to, claims 
arising from preferential transfers.  In some instances the 
causes of action were resolved before lawsuits were filed, and in 
other instances the Trustee, through counsel, commenced an 
adversary proceeding in the Bankruptcy Court.  In each instance, 
the Trustee's cause of action has been fully resolved.  The 
following is a list of the recoveries for the Estate generated 
from those claims and adversary proceedings:(72)

- ---------------
(72) Each settlement agreement must be reviewed in its entirety for 
     all the terms and conditions of the settlement.  Pursuant to 
     the terms of respective settlements, Brighton Bank holds a 
     deeply subordinated claim (Class 8) against the Estate in the 
     sum of $295,000.00; AFCO holds a deeply subordinated claim 
     (Class 8) in the amount of $110,000.00; Sea First, as 
     successor-in-interest to Security Pacific, holds a deeply 
     subordinated claim (Class 8) in the amount of $1 million; and 
     Brobeck, Phelger & Harrison holds a deeply subordinated claim 
     (Class 8) in the amount of $40,000.00.

                                                         Page 142
<PAGE>

<TABLE>
<CAPTION>
Name of Settling Party           Nature of Claim            	  Amount Received
<S>                              <C>                           <C>
Central Vermont Public Services  Breach of Contract            $460,000.00

Brighton Bank                    Preferential Transfer          295,000.00

Security Pacific Bank            Preferential Transfer - ESOP   190,000.00

AFCO Financial Services          Preferential Payment and       110,000.00
                                 Post-Petition Transfers

James S. Goff                    Preferential Severance          98,000.00
                                 Payment

Brobeck, Phelger & Harrison      Preferential Transfer           19,000.00

Holme Roberts & Owen             Preferential Transfer           15,000.00

Watkiss & Saperstein             Preferential Transfer            1,924.15
</TABLE>

The above recoveries were not subject to the contingency fee of 
BG&M.  However, in the SEGAL V. CENTRAL VERMONT POWER SERVICES 
adversary proceeding, for which the recovery totaled $460,000.00, 
there was a contingent fee paid to Cheney, Brock & Saudek, the 
Trustee's special counsel, with Bankruptcy Court approval, which 
totaled $154,459.25.  Except as otherwise discussed above, the 
Trustee believes all of the prepetition causes of action that 
Bonneville held for affirmative recovery have been resolved and 
the Trustee does not anticipate further recovery.

K.   COOPERATION WITH FEDERAL PROSECUTORS CONCERNING INSIDERS.

     In conjunction with administration of Bonneville's 
bankruptcy estate, the Trustee, the Trustee's Professionals and 
certain employees of Bonneville fully cooperated with the Federal Bureau of 

                                                         Page 143
<PAGE>

Investigation, the Office of the U.S. Attorney, the Internal 
Revenue Service, the Securities and Exchange Commission and other 
federal governmental entities responsible for investigating 
Bonneville and the Bonneville Insiders.  As a result of those 
investigations and subsequent prosecutions, each of the 
Bonneville Insiders pled guilty to a felony relating directly or 
indirectly to Bonneville.  All of the Bonneville Insiders, with 
the exception of Hixson, spent time in a federal penitentiary as 
a result of those pleas.  In addition, David Hirschi has been 
indicted and that matter is still pending.

L.   FEES AND COSTS PAID TO THE TRUSTEE'S PROFESSIONALS.

     During the period from June 12, 1992 through December 31, 
1997 (for fees and costs generally accrued through September 30, 
1997),(73) Professionals employed by the Trustee have been 
allowed and paid the following fees and costs:

       	AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS
                    	THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
Professional                 	Fees            	Costs         	Total
<S>                           <C>              <C>            <C>
Beus, Gilbert & Morrill(74)   $55,471,942      $5,275,242     $60,747,184
</TABLE>

- ---------------
(73) The last period for which most of these Professionals have 
     been paid ended on September 30, 1997; however, some of 
     these Professional filed interim applications for the period 
     from October 1, 1997 through January 31, 1998.  In their 
     most recent interim fee applications, CR&S sought an 
     additional $157,818.83 in fees and costs; WG&M sought an 
     additional $83,141.46 in fees and costs; and NED sought an 
     additional $21,396.22 in fees and costs.  A hearing on these 
     interim fee applications was held as scheduled before the 
     Bankruptcy Court on April 13, 1998 at which time each 
     application was granted.

(74) For a description of the contingent fee legal services 
     rendered by BG&M, see Section X, I. of this Disclosure 
     Statement.  Also see footnotes 69 and 70 herein for 
     information on BG&M's pending final fee and cost 
     applications.

                                                         Page 144
<PAGE>

            AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS
                     THROUGH DECEMBER 31, 1997 (CONTINUED)
<TABLE>
<CAPTION>
Professional                      Fees          Costs        Total
<S>                               <C>           <C>          <C>
Cohne, Rappaport & Segal(75)      3,490,086     220,562      3,710,648
Neilson, Elggren, Durkin & Co.    2,559,635      24,798      2,584,433
Weil, Gotshal & Manges              212,027      20,783        232,810
Bear Stearns & Co. Inc.             200,000      14,744        214,744
Cheney, Brock & Saudek              154,459                    154,459     
Hein + Associates                    71,152       8,913         80,065
Murphy Weir & Butler                 12,082                     12,082
McEwen, Gisvold, Rankin, 
Carter & Streinz                      5,408         355          5,763
</TABLE>

     For services provided from June 12, 1992 to approximately 
November 30, 1992 the law firm of Snell & Wilmer has sought or 
may seek the allowance of approximately $74,000.00 or more in 
fees and costs related to such firm's services in connection with 
transitioning the Debtor's case from the Debtor-in-possession to 
the Trustee.  The Bankruptcy Court denied allowance of all of the 
requested fees and costs (through October 31, 1992); see 147 B.R. 

- ---------------
(75) Cohne, Rappaport & Segal, P.C. ("CR&S"), the Trustee's 
     general counsel, has undertaken the responsibility for general 
     legal oversight and bankruptcy law administration throughout 
     the Trustee's tenure.    CR&S's duties encompassed supervision 
     of all legal aspects of the bankruptcy case, including but not 
     limited to the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. 
     litigation.  CR&S also held primary responsibility for advising 
     the Trustee on bankruptcy law issues which ranged from issues 
     arising in the context of the SEGAL (TRUSTEE) V. PORTLAND 
     GENERAL, ET AL. litigation to issues involved in administration 
     of estate assets (such as sale or abandonment), resolution of 
     claims disputes and negotiating, and formulating and drafting 
     of the Trustee's Plan and this Disclosure Statement.

                                                         Page 145
<PAGE>

803 (Bankr. D. Utah 1992) and 196 B.R. 868 (Bankr. D. Utah 1996). 
Snell & Wilmer appealed that decision and on appeal the District 
Court indicated in its opinion dated February 12, 1998 and 
entered on February 18, 1998 that while all of the fees and costs 
sought by Snell & Wilmer for the period prior to June 12, 1992 
were properly denied (and should be disgorged), Snell & Wilmer 
might be entitled to some of the post June 12, 1992 fees and 
costs, but remanded the matter to the Bankruptcy Court for 
further consideration of this particular issue.(76)  Also see 
footnote 50 herein.

     Bear, Stearns & Co., Inc. has also been paid by the Estate a 
$100,000.00 retainer in connection with services provided by that 
company to the Trustee; such retainer would be credited against 
any final fee application amounts allowed by the Bankruptcy 
Court.

     From June 12, 1992 through January 31, 1998 the Trustee has 
been allowed and paid, based upon his hourly rate, fees(77) in 
the total sum of $934,472.00 and costs in the total sum of 
$32,010.72.

- ---------------
(76) On March 19, 1998 the Trustee entered into a settlement 
     agreement with Snell & Wilmer which, if approved by the 
     Bankruptcy Court, would result in the Estate paying Snell & 
     Wilmer the sum of $73,915.08 in full satisfaction of Snell & 
     Wilmer's aforesaid post June 12, 1992 Claim.  A hearing on the 
     Trustee's motion for approval of such settlement agreement was 
     scheduled for April 17, 1998 and at that time the Bankruptcy 
     Court approved the Settlement.

(77) See 11 U.S.C. Section 326(a) and footnote 16 of this Disclosure 
     Statement for the limitations on the compensation of a Chapter 
     11 trustee.

                                                         Page 146
<PAGE>

           XI.  FUTURE BUSINESS OF THE REORGANIZED DEBTOR

A.   BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT.(78)

     As set forth in detail in Business Plan Prepared by Current 
Management attached hereto as Exhibit "3", current management of 
the Debtor believes that the Reorganized Debtor can continue to 
be profitably operated for the benefit of the holders of the 
common stock in the Reorganized Debtor.  Specifically, current 
management believes (and the Trustee concurs) that the Debtor's 
present profitable businesses, such as power generation, oil and 
gas production and sale, and power plant operation and 
management, can continue to operate for the benefit of all 
stockholders of the Reorganized Debtor.  For those reasons and 
several others, reorganizing the Debtor as a going concern is 
believed by the Trustee to be significantly more beneficial to 
the Estate's Creditors and Interestholders than liquidating the 
Debtor's assets.

     The Reorganized Debtor intends to take all reasonable 
actions to facilitate the listing of the common stock in the 
Reorganized Debtor (after the Reverse Stock Split) on a publicly 
recognized market such as the NASDAQ National Market System or 
the NASDAQ Small Cap Market.  In order to facilitate such 
listing, the accounting firm of Hein + Associates has been 
retained and is preparing to complete audited financial 
statements for the Debtor and its Affiliates (for the last 
several years).  Most of the audit work in 

- ---------------
(78) The business plan is prepared by the current management of the 
     Debtor or its operating subsidiaries.  The business plan 
     reflects the type of future business for the Reorganized Debtor 
     that would be operated if conditions remained unchanged and if 
     current management were to direct the future business operation 
     of the Reorganized Debtor.  HOWEVER, THE REORGANIZED DEBTOR'S 
     FUTURE BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT 
     BOARD OF DIRECTORS.  Accordingly, such independent board, in 
     the exercise of its business judgment, may choose not to follow 
     the recommendations of current management and, therefore, the 
     future business operations of the Reorganized Debtor may differ 
     significantly from the future business operation discussed in 
     the Business Plan Prepared by Current Management.

                                                         Page 147
<PAGE>

this regard has already been completed by Hein + Associates. 
There is, however, no assurance such listing will be obtained or 
that a publicly recognized market for the trading of the common 
stock of the Reorganized Debtor will be established.(79)  Also 
see Section VI, I. of this Disclosure Statement.

     The Business Plan attached hereto as Exhibit "3" has been 
prepared by the Debtor's current management, not by the Trustee 
or his Professionals.  The Trustee has reviewed the Business Plan 
and believes that it does not contain any material misstatements 
concerning the history of the Debtor or the present business 
status of the Debtor or its Affiliates.  However, the Trustee 
cannot and does not make any representation concerning, verify or 
attest for the accuracy of the contents of the Business Plan or 
the ability of the Reorganized Debtor to achieve the projected 
results.

     THE BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF 
THE DEBTOR OR ITS OPERATING SUBSIDIARIES.  THE BUSINESS PLAN 
REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR 
THAT WOULD BE OPERATED IF CONDITIONS REMAINED UNCHANGED AND IF 
CURRENT 

- ---------------
(79) The valuation of any equity securities such as the Plan Common 
     Stock is subject to uncertainties and contingencies, all of 
     which are difficult to predict.  Actual market prices of the 
     Reorganized Debtor's common stock following the Distribution 
     Date (and after the Reverse Stock Split) will depend upon, 
     among other things, the prices at which shares of companies in 
     the same or similar lines of business then trade relative to 
     the earnings of those companies, conditions in the financial 
     markets, the anticipated initial securities-holding period of 
     creditors, some of whom may prefer to liquidate their 
     investment rather than hold it on a long-term basis, and other 
     factors that generally influence the prices of securities.  
     Actual market prices of the Reorganized Debtor's common stock 
     (after the Reverse Stock Split) may also be affected by the 
     Debtor's history in Chapter 11 and/or by other factors not 
     possible to predict.  Accordingly, the value established by the 
     Bankruptcy Court at the Confirmation Hearing for the Plan 
     Common Stock does not purport to be an estimate of the post-
     reorganization market trading value of the Reorganized Debtor's 
     common stock after the Reverse Stock Split.  Such trading value 
     (after the Reverse Stock Split) may be materially different 
     from the value discussed herein or that established by the 
     Bankruptcy Court at the Confirmation Hearing.

                                                         Page 148
<PAGE>

MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE 
REORGANIZED DEBTOR.  HOWEVER, THE REORGANIZED DEBTOR'S FUTURE 
BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF 
DIRECTORS.  ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE 
OF ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE 
RECOMMENDATIONS OF CURRENT MANAGEMENT AND, THEREFORE, THE FUTURE 
BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR MAY DIFFER 
SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATION DISCUSSED IN THE 
BUSINESS PLAN.

     THE FINANCIAL PROJECTIONS BY MANAGEMENT HAVE NOT BEEN 
EXAMINED OR COMPILED BY THE TRUSTEE'S PROFESSIONALS OR BY 
INDEPENDENT ACCOUNTANTS.  NEITHER THE TRUSTEE'S PROFESSIONALS NOR 
CURRENT MANAGEMENT MAKE ANY REPRESENTATION AS TO THE ACCURACY OF 
THESE PROJECTIONS OR THE ABILITY OF THE REORGANIZED DEBTOR TO 
ACHIEVE THE PROJECTED RESULTS.  MANY OF THE ASSUMPTIONS ON WHICH 
THESE PROJECTIONS ARE BASED ARE SUBJECT TO SIGNIFICANT 
UNCERTAINTIES.  INEVITABLY, SOME ASSUMPTIONS WILL NOT MATERIALIZE 
AND UNANTICIPATED EVENTS AND CIRCUMSTANCES MAY AFFECT THE ACTUAL 
FINANCIAL RESULTS.  THEREFORE, THE ACTUAL RESULTS ACHIEVED 
THROUGHOUT THE PROJECTION PERIODS MAY VARY FROM THE PROJECTED 
RESULTS AND THE VARIATIONS MAY 

                                                         Page 149
<PAGE>

BE MATERIAL.  IT IS URGED THAT ALL OF THE ASSUMPTIONS BE EXAMINED 
CAREFULLY IN EVALUATING THE PLAN. 

     MUCH OF THE INFORMATION CONTAINED IN THE BUSINESS PLAN IS, 
BY ITS NATURE, FORWARD LOOKING AND CONTAINS ESTIMATES, 
ASSUMPTIONS OR PROJECTIONS THAT MAY PROVE TO BE WRONG OR 
MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS ACHIEVED BY THE 
REORGANIZED DEBTOR.  NOTHING IN THE BUSINESS PLAN MAY BE USED FOR 
ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF 
OR AGAINST THE PLAN.

B.   CURRENT MANAGEMENT.

     The current management for the Debtor and some of its 
Affiliates are as follows:

PERSON               TITLE

Clark M. Mower       President of Bonneville Pacific Corporation 
Steven H. Stepanek   President of Bonneville Fuels Corporation
Todd L. Witwer       President of Bonneville Pacific Services Company, Inc.
Steve Blackham       Assistant Controller for Bonneville Pacific Corporation
James Doherty        Plant Manager for Bonneville Pacific Services Co., Inc.
James O. Cable       Vice President of Operations of Bonneville Fuels Corp.
Kurby K. Bender      Controller of Bonneville Fuels Corporation
Roger Swenson        V.P. of Energy Marketing for Bonneville Fuels Corp.

The job descriptions and qualifications for each of the above-
named persons are described in detail in the attached Business 
Plan.  After the Effective Date the above officers or employees 
will continue to so serve until such time as the board of 
directors of the Reorganized Debtor directs otherwise.

                                                         Page 150
<PAGE>

     Compensation (i.e., gross salary and bonus) paid by the 
Debtor or its Affiliates to current management is summarized as 
follows:

<TABLE>
<CAPTION>
PERSON               1993       1994       1995       1996       1997
<S>                  <C>        <C>        <C>        <C>        <C>
Clark M. Mower       $145,000   $155,923   $156,462   $167,133   $172,545
Steven H. Stepanek    110,000    143,933    157,007    153,024    155,152
Todd L. Witwer         94,308    106,616    113,008    121,736    119,578
Steve Blackham         46,000     48,982     62,664     67,300     70,097
James Doherty          95,029     99,560    118,378    107,584    108,716
James O. Cable         82,732     89,997     94,039    100,323    106,484
Kurby K. Bender        75,796     79,194     79,603     85,612     88,892
Roger Swenson          63,713     80,369     84,990     83,511     86,902
</TABLE>

     As authorized by the Bankruptcy Court, certain key employees 
of Bonneville Fuels and BPSC have entered into employment 
contracts with their respective companies.  The contracts, in 
addition to providing for severance benefits, also provide an 
incentive for certain employees to assist in confirming this 
Plan.  If this Plan is confirmed, the following individuals will 
receive the following approximate "confirmation bonus" from 
Bonneville Fuels or BPSC:(80)
                                            APPROXIMATE
               PERSON                   CONFIRMATION BONUS

               Steven H. Stepanek       $152,000.00
               Todd L. Witwer            119,000.00

- ---------------
(80) The confirmation bonus may, at the option of the employee, be 
     taken in the form of either cash or the common stock of the 
     Reorganized Debtor.

                                                         Page 151
<PAGE>

               PERSON                         APPROXIMATE
                                          CONFIRMATION BONUS

               James Doherty              36,000.00
               James O. Cable             70,000.00
               Kurby K. Bender            44,000.00
               Roger Swenson              40,000.00

Bonneville itself (as contrasted with Fuels and BPSC) does not 
have employment contracts with its employees.  The board of 
directors for the Reorganized Debtor may, however, in its 
discretion, enter into employment contracts with the employees of 
the Reorganized Debtor and the board of directors of the 
Reorganized Debtor may elect to give incentives, including stock 
options, to the employees of the Reorganized Debtor or its 
subsidiaries.

C.   MANAGEMENT OF THE REORGANIZED DEBTOR.

     The Reorganized Debtor will have a seven (7) member board of 
directors.  One director may be the Trustee. One director shall 
be Steven H. Stepanek, the current President of Bonneville Fuels 
Corporation.  One director shall be selected by Wellhead Electric 
Company.(81)  All other directors will be selected by the Trustee 
at his sole and exclusive discretion. Not later than ten (10) 
days prior to the commencement of the Confirmation Hearing the 
Trustee will file with the Bankruptcy Court a list (with their 
respective qualifications) of such board members; however, the 
Trustee anticipates that prior to the hearing on the adequacy of 
this Disclosure Statement he may supplement this Section and 
provide 

- ---------------
(81) Pursuant to the December 31, 1997 Conditional Letter Agreement, 
     Wellhead Electric Company ("Wellhead") was given the option 
     of designating one director for the Reorganized Debtor's board. 
     Wellhead, or Persons affiliated with Wellhead, will receive 
     millions of shares of Plan Common Stock (before the Reverse 
     Stock Split) because Wellhead, or Persons affiliated with 
     Wellhead, own several million dollars worth of Claims in 
     Classes 5, 6, and 9, own nearly one-half of the Claims in Class 
     8, own the entire Claim consisting of Class 10, and own several 
     hundred thousand shares of Existing Common Stock.

                                                         Page 152
<PAGE>

further details as to the persons (and their qualifications) whom 
the Trustee has selected.   All officers of the Reorganized 
Debtor will be elected by such board of directors; the board will 
also set the terms and conditions for such management's 
employment.   After the Effective Date, the rights of the 
shareholders in the Reorganized Debtor to elect or remove 
directors, as set forth in Bonneville's by-laws, shall not be 
affected by the Plan.

                     XII.  CERTAIN RISK FACTORS

     OTHER SECTIONS OF THIS DISCLOSURE STATEMENT DISCUSS IN 
DETAIL SOME OF THE RISKS ASSOCIATED WITH THE PLAN OR THE 
REORGANIZED DEBTOR; ACCORDINGLY, THIS DISCLOSURE STATEMENT MUST 
BE READ IN ITS ENTIRETY. ADDITIONALLY, THE BUSINESS PLAN PREPARED 
BY CURRENT MANAGEMENT LISTS  MANY OF THE RISKS INVOLVED IN THE 
BUSINESS OF THE REORGANIZED DEBTOR, AND THOSE RISKS ARE 
INCORPORATED HEREIN.  CERTAIN OF THE INFORMATION CONTAINED IN 
THIS DISCLOSURE STATEMENT IS, BY ITS NATURE, FORWARD LOOKING, 
CONTAINS ESTIMATES AND ASSUMPTIONS AND PROJECTIONS THAT MAY PROVE 
TO BE WRONG OR THAT MAY BE MATERIALLY DIFFERENT FROM THE ACTUAL 
RESULTS ACHIEVED.

     THE BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT (EXHIBIT 
"3" ATTACHED HERETO), THIS DISCLOSURE STATEMENT AND THE PLAN, 
INCLUDING THE INFORMATION INCORPORATED BY REFERENCE THEREIN, 
CONTAIN VARIOUS FORWARD-LOOKING STATEMENTS AND INFORMATION THAT 
ARE BASED ON CURRENT MANAGEMENT'S BELIEFS AND ASSUMPTIONS, AS 
WELL AS INFORMATION NOW 

                                                         Page 153
<PAGE>

AVAILABLE TO CURRENT MANAGEMENT.  WITHOUT LIMITING THE GENERALITY 
OF THE FOREGOING, THE WORDS "BELIEVE," "ANTICIPATE," "ESTIMATE," 
"EXPECT" AND SIMILAR EXPRESSIONS, AS SOMETIMES USED IN THE 
BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE STATEMENT, ARE 
INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.  ALL 
FORWARD-LOOKING STATEMENTS AND INFORMATION IN THE BUSINESS PLAN, 
THIS DISCLOSURE STATEMENT AND THE PLAN ARE FORWARD-LOOKING 
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES 
ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS 
AMENDED (THE "EXCHANGE ACT"), AND ARE INTENDED TO BE COVERED BY 
THE SAFE HARBORS CREATED THEREBY.  CLAIMANTS AND EQUITY HOLDERS 
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS 
AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED 
TO, THE FACTORS SET FORTH UNDER THE CAPTION "RISK  FACTORS" IN 
THIS DISCLOSURE STATEMENT.  ALTHOUGH CURRENT MANAGEMENT BELIEVES 
THAT THE ASSUMP-TIONS UNDERLYING THE FORWARD-LOOKING  STATEMENTS 
CONTAINED IN THE BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE 
STATEMENT ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD BE 
INACCURATE, AND THEREFORE THERE CAN BE NO ASSURANCE THAT SUCH 
FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE.  IN LIGHT 
OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN SUCH FORWARD-LOOKING 
STATEMENTS, THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE 
REGARDED AS A REPRESENTATION BY THE DEBTOR, THE ESTATE, THE TRUSTEE, THE 

                                                         Page 154
<PAGE>

TRUSTEE'S PROFESSIONALS, THE REORGANIZED DEBTOR, CURRENT 
MANAGEMENT OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF 
THE REORGANIZED DEBTOR WILL BE ACHIEVED.

     Additional risk factors (i.e., risk factors in addition to 
those identified and discussed in other Sections of this 
Disclosure Statement or in the Business Plan Prepared by Current 
Management) which should be considered include but are not 
limited to the following: 

     POST-PETITION TAXES.  For a discussion of possible risks 
associated with the Estate's post-petition tax liability, 
especially for the calendar year ending December 31, 1997, see 
Section IV, C. 2 of this Disclosure Statement

     LIMITED WORKING CAPITAL.  The Plan leaves the Reorganized 
Debtor with little working capital and, therefore, if additional 
cash is required the Reorganized Debtor will have to borrow to 
meet those cash requirements; it may or may not be possible for 
the Reorganized Debtor (or its subsidiaries) to obtain sufficient 
amounts of credit for working capital purposes.

     FUTURE CAPITAL REQUIREMENTS.  The Reorganized Debtor's 
future business is likely to be capital intensive.  The long-term 
growth of the Reorganized Debtor, which may involve the 
development and acquisition of additional power generation 
projects and/or oil and/or gas resources, will likely require the 
Reorganized Debtor to seek substantial funds through various 
forms of financing.  There can be no assurance that the 
Reorganized Debtor will be able to arrange the financing needed 
for additional projects.  If the Reorganized Debtor is unable to 
secure such financing, or if the terms of such financing are not 
satisfactory to the Reorganized Debtor, its business could be 
materially adversely affected.

                                                         Page 155
<PAGE>

     NO DIVIDENDS.  It is likely that the Reorganized Debtor will 
retain all earnings for the operation and expansion of its 
business and, therefore, it is not likely that the Reorganized 
Debtor will pay any cash dividends on the common stock of the 
Reorganized Debtor at any time in the foreseeable future.

     UNCERTAINTY AS TO VALUE OF STOCK IN THE REORGANIZED DEBTOR. 
Neither the Trustee, his Professionals, nor the Reorganized 
Debtor know at what price the common stock in the Reorganized 
Debtor (after the Reverse Stock Split) will trade if or when the 
common stock in the Reorganized Debtor trades on a publicly 
recognized market.  The price at which the common stock of the 
Reorganized Debtor will trade in the future will likely be 
greatly affected by the success (or lack thereof) of management 
of the Reorganized Debtor to successfully implement the Business 
Plan or otherwise locate and develop other profitable business 
opportunities; also see footnote 79 herein.

     LIMITED MARKET FOR COMMON STOCK.  The Debtor's Existing 
Common Stock is currently traded on a limited basis on the over-
the-counter market and is quoted in the National Quotation 
Bureau's Pink Sheets.  There can be no assurance that an active 
market will ever develop for the common stock of the Reorganized 
Debtor (after the Reverse Stock Split).  The lack of an active 
market for the common stock of the Reorganized Debtor could have 
an adverse effect on (1) the Reorganized Debtor's plan to obtain 
a NASDAQ Listing; (2) on the ability of holders of the common 
stock of the Reorganized Debtor to liquidate their shares; and 
(3) on the ability of the Reorganized Debtor to raise additional 
capital in the future.

     FUTURE SALE OF COMMON STOCK.  It is expected that the shares 
of common stock of the Reorganized Debtor (after the Reverse 
Stock Split) will be unrestricted securities.  Accordingly, 
following the 

                                                         Page 156
<PAGE>

Distribution Date of the Plan, substantially all of the common 
stock of the Reorganized Debtor then issued and outstanding could 
be resold in market or private transactions.  The sale or 
attempted sale of significant numbers of shares of common stock 
of the Reorganized Debtor would likely have the effect of 
reducing the market price for such stock, adversely affecting a 
possible NASDAQ listing, or even if listed, a continued listing, 
and adversely affecting the ability of the Reorganized Debtor to 
raise additional capital if such additional capital is needed for 
continued operations or growth.

     UNCERTAINTY AS TO NASDAQ LISTING.  The Reorganized Debtor 
will attempt to have its common stock (after the Reverse Stock 
Split) listed on either the NASDAQ National Market System or the 
NASDAQ Small Cap System.  Even if the Reorganized Debtor meets 
all of the financial and market criteria for a NASDAQ listing, 
there can be no assurance that the Reorganized Debtor will ever 
be listed on either NASDAQ system.  Whether a company is listed 
on a NASDAQ system is solely within the discretion of NASDAQ.

     POWER GENERATION RISK FACTORS.  The Business Plan prepared 
by Current Management contains a detailed discussion of power 
generation risk factors, and that discussion is incorporated 
herein.  Such discussions includes risks relating to:  a) power 
project development and acquisition; b) capital requirements; c) 
competition; d) government regulation; e) restructuring of the 
domestic electric utility industry; f) energy price fluctuations 
and natural gas; g) international investments (particularly in 
Mexico); h) start-ups of power generation projects; i) general 
operating and environmental matters; j) impact of curtailment; 
and k) dependence on third parties.

                                                         Page 157
<PAGE>

     OIL AND GAS RISK FACTORS.  The Business Plan Prepared by 
Current Management contains a detailed discussion of oil and gas 
risk factors, and that discussion is incorporated herein.  Such 
discussion includes risks relating to:  a) reserve replacement; 
b) dependence on exploratory drilling activities; c) uncertainty 
of estimates of oil and natural gas reserves; d) marketability of 
production and price volatility; e) operating hazards and 
uninsurability of certain risks; f) competition; g) technological 
changes; and h) governmental regulation and environmental 
matters.

     OTHER RISKS.  Any significant decline in general economic 
conditions could have a material, adverse effect on the 
Reorganized Debtor's business.  If the Reorganized Debtor is not 
able to successfully renegotiate a power purchase agreement with 
KAI concerning the Kyocera Project, then the value of such 
project will be materially diminished.

     BECAUSE OF THESE AND OTHER RISK FACTORS THAT MAY AFFECT THE 
REORGANIZED DEBTOR'S FUTURE OPERATING RESULTS, PAST FINANCIAL 
PERFORMANCE OF THE DEBTOR OR ITS SUBSIDIARIES SHOULD NOT BE 
CONSIDERED AN INDICATOR OF FUTURE PERFORMANCE, AND THE POTENTIAL 
HOLDERS OF THE COMMON STOCK OF THE REORGANIZED DEBTOR SHOULD NOT 
USE THE DEBTOR'S HISTORICAL TRENDS TO ANTICIPATE RESULTS OR 
TRENDS FOR THE REORGANIZED DEBTOR IN FUTURE PERIODS.

                   XIII.  LIQUIDATION ALTERNATIVE

     THE TRUSTEE BELIEVES THAT IT IS IN THE BEST INTEREST OF THE 
ESTATE, ITS CREDITORS AND INTERESTHOLDERS TO REORGANIZE THE 
DEBTOR AS A GOING CONCERN.  

                                                         Page 158
<PAGE>

     At this time, the Trustee does NOT believe that the 
profitable businesses of the Debtor (and its subsidiaries) should 
be liquidated in a Chapter 11 or 7 proceeding.  The Trustee 
believes that if the profitable businesses of the Debtor (and its 
subsidiaries) were now liquidated, holders of Claims or   
Interests in Classes 7, 8, 9, 10 and 11 would likely not receive 
as much present value as they will receive pursuant to the 
Plan.(82)

     Since the majority of the Debtor's assets have now been 
reduced to Cash (or its equivalent), the only assets of the 
Debtor which would likely be affected by a Chapter 7 liquidation 
would be the operating businesses of the Debtor, to wit, the NCA 
# 1 Power Project, Bonneville Fuels (and its subsidiaries), BPSC 
and the Kyocera Project.  Such operating businesses are valued as 
set forth in Section III of this Disclosure Statement in excess 
of $60 million.  If these same assets were liquidated in a 
Chapter 7 proceeding, the Trustee believes that the Estate would 
probably net substantially less than $60 million for the 
following reasons:

     1.   BPSC would lose its operation and maintenance contracts 
("O&M Contracts") on the NCA # 1 and NCA # 2 power facilities, 
resulting in a net loss in value of approximately five to six 
million dollars.  Specifically, by the terms of the O&M 
Contracts, BPSC or its contracts may not be sold apart from 
Bonneville as a going concern. If the Debtor or BPSC are 
liquidated, the O&M Contracts would likely be canceled thereby 
resulting in significant losses to the estate.

- ---------------
(82) It is arguable whether holders of Claims in Classes 1 through 
     6 would receive as much in a liquidation as they will receive 
     pursuant to the Plan.  However, it is likely that the holders 
     of Claims in Classes 1 through 6 will more quickly receive 
     their distributions if the Plan is Confirmed than if the Estate 
     is liquidated.  Additionally, if the Estate is liquidated there 
     is a substantially better chance that competing groups of 
     Creditors will litigate with one another over various Claim 
     Allowance and distribution issues.

                                                         Page 159
<PAGE>

     2.  If the Debtor were to attempt to sell its interest in 
the NCA # 1 Power Project, then the owner of the other one-half 
interest in the Project, a subsidiary of Texaco (TCCCC), may 
argue that it had a right to reasonably approve the buyer of the 
Debtor's interest and that it had a right of first refusal (to 
match any price offered by a potential buyer).  Such assertions 
by the subsidiary of Texaco would likely chill any competitive 
bidding for the project and, therefore, the Trustee believes that 
the liquidation value of the Debtor's interest in the NCA # 1 
Project is significantly less than the value of such interest to 
an operating Reorganized Debtor. 

     3.  The Estate would incur significant liquidation costs to 
sell its business assets.  The Trustee estimates that additional 
attorneys' fees, sales related commissions and other fees or out-
of-pocket costs to liquidate the Debtor's assets would be between 
two million ($2,000,000.00) and six million dollars 
($6,000,000.00).

     Not only would liquidation of the Debtor's business assets 
result in a substantial loss to the Estate, its creditors and 
equity holders, but by liquidating the assets the Estate would 
forego several benefits of maintaining the businesses as a going 
concern.  Such benefits include the following:

     1.  As discussed elsewhere in this Disclosure Statement, the 
Reorganized Debtor probably possesses substantial tax benefits 
(e.g., net operating loss carryforward) which could be used to 
shelter some of the income earned by the Reorganized Debtor.  If 
the assets are liquidated such future tax benefit will be lost.

     2.  The independent power business is in the process of 
consolidating.  The unique blend of the Debtor's operating 
businesses (i.e., a company that develops and operates power 
projects, along with an oil and natural gas producer which could 
supply the fuel to generate the electricity) may be the type of 

                                                         Page 160
<PAGE>

company that a larger, well-capitalized entity might be 
interested in merging with or acquiring.  If such an appropriate 
"strategic partner" were eventually located by the Reorganized 
Debtor then such may benefit the owners of the common stock in 
the Reorganized Debtor.

     3.  Over the last year natural gas prices in the region in 
which Bonneville Fuels produces have risen (approximately 85% of 
BFC's gross production revenue is from natural gas).  This fact, 
combined with BFC's proven ability to locate and develop 
additional natural gas resources, indicates that it is possible 
(if natural gas prices continue to rise) that the future value of 
this part of the Debtor's business will be greater than its 
present value.

     Other factors that would likely result in a significant 
diminution in the value to be realized by certain Creditors and 
by the Interestholders if the Debtor were now to be liquidated 
would include:

     1.   The forced sale ("fire-sale") environment surrounding 
a liquidation;

     2.   Lower employee morale and possible loss of key 
personnel needed to maintain the value of the Debtor's existing 
businesses;

     3.   Additional administrative expenses involved in the 
appointment of a Chapter 7 trustee and other professionals to 
assist such Chapter 7 trustee in connection with the liquidation;

     4.   Additional costs of litigation concerning Claims 
(including their priority or allowance) or the post-petition 
interest issues if the Plan is not adopted;

     5.   In a Chapter 7 case there would be a new claim bar date 
and, therefore, it is possible that new claims could be filed 
against the Estate;

     6.   Possible adverse tax consequences (e.g., gains on the 
sales of the businesses); and

     7.   The substantial time which would elapse before 
Creditors or Interestholders would receive any distributions from the 

                                                         Page 161
<PAGE>

Chapter 7 estate in respect to the Claims or Interests.    Consequently, 
the Trustee believes that the Plan will provide a greater return 
to holders of Allowed Claims in all Classes(83) and to the 
Interestholders than would liquidation.

     For all of these reasons the Trustee believes that it is in 
the best interest of the Estate, its Creditors and its 
Interestholders to reorganize the Debtor's operating businesses 
instead of liquidating them.  Specifically, the Trustee believes 
that the businesses should emerge from under the umbrella of 
bankruptcy as soon as possible so that the Reorganized Debtor, 
with its independent board of directors and the management chosen 
by that board, can take control of the business operations of the 
Reorganized Debtor in order to both maximize the value of the 
Debtor's existing businesses and to pursue future business 
opportunities for the benefit of the holders of the common stock 
of the Reorganized Debtor.

                 XIV. SECURITIES LAW CONSIDERATIONS

     The planned issuance of securities in connection with the 
Plan raises several legal issues under the Bankruptcy Code 
("Code") and securities laws, which are summarized, for 
informational purposes only, in this section. Under Section 1145 
(a) of the Code, the issuance of securities to be distributed 
under the Plan, including the Plan Common Stock (subject to the 
Reverse Stock Split) and the Discretionary Notes, and the 
subsequent resale of such securities by entities that are not 
"underwriters" (as defined in Section 1145(b) of the Code) are 
not subject to the registration requirements of federal and state 
securities laws.

- ---------------
(83) Factor 4 above (litigation costs over Claims and/or post-
     petition interest issues) and factor 7 above (time delay) could 
     negatively affect Creditors in Classes 1 through 4.

                                                         Page 162
<PAGE>

     BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION 
WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE TRUSTEE 
MAKES NO REPRESENTATION CONCERNING THE ABILITY OF ANY PERSON TO 
DISPOSE OF SHARES OF PLAN COMMON STOCK (SUBJECT TO THE REVERSE 
STOCK SPLIT) OR ANY DISCRETIONARY NOTES DISTRIBUTED UNDER THE 
PLAN.  IN ADDITION, THE INSTRUMENT[S] EVIDENCING THE 
DISCRETIONARY NOTES OR THE DOCUMENT THAT ESTABLISHES THE TERMS 
THEREOF MAY CONTAIN PROVISIONS THAT RESTRICT OR INDICATE THE 
EXISTENCE OF RESTRICTIONS ON THE TRANSFERABILITY OF THE 
DISCRETIONARY NOTES.  RECIPIENTS OF SECURITIES UNDER THE PLAN 
MUST CONSULT WITH THEIR OWN LEGAL COUNSEL CONCERNING THE 
LIMITATIONS ON THEIR ABILITY TO DISPOSE OF THOSE SECURITIES.  
FURTHER, RECIPIENTS OF SECURITIES UNDER THE PLAN MUST CONSULT 
WITH THEIR OWN ADVISORS FOR THE FEDERAL, STATE OR LOCAL 
SECURITIES CONSEQUENCES TO THEM UNDER THE PLAN.  NEITHER THE 
DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE TRUSTEE NOR HIS 
PROFESSIONALS ARE PURPORTING IN ANY MANNER TO GIVE SECURITIES LAW 
RELATED ADVICE TO ANY RECIPIENT OF ANY SECURITIES ISSUED OR 
RETAINED PURSUANT TO THE PLAN.  THE DISCUSSION SET FORTH BELOW IS 
INCLUDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED FOR 
ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF 
OR AGAINST THE PLAN.

                                                         Page 163
<PAGE>

A.   THE SECURITIES TO BE ISSUED UNDER THE PLAN.

     1.   INITIAL ISSUANCE OF STOCK TO CREDITORS.  Section 1145 
of the Code provides that the securities registration 
requirements of federal, state and local laws do not apply to the 
offer or sale of securities issued by a debtor (or its successor) 
if (i) the offer or sale occurs under a plan of reorganization 
and (ii) the securities are transferred in exchange (or 
principally in exchange) for a claim against or interest in the 
debtor.  Accordingly, under Section 1145 of the Code, the 
issuance of Plan Common Stock (subject to the Reverse Stock 
Split) and Discretionary Notes under the Plan ("Plan 
Securities") in exchange for a Claim against the Debtor or the 
Estate will be exempt from the registration requirements of 
Section 5 of the Securities Act of 1933, as amended (the "1933 
Act") and from the registration requirements of any state 
securities laws.

     2.   RESALES OR TRANSFERS OF PLAN SECURITIES.  Any person 
who is not an "underwriter" under Section 1145 of the Code or a 
"dealer" under the 1933 Act and who transfers Plan Securities 
received under the Plan need not comply with the registration 
requirements of the 1933 Act or of any state securities laws.  
The term "underwriter", as used in Section 1145, includes four 
categories of persons, which are referred to in this Disclosure 
Statement as "Controlling Persons", "Accumulators", 
"Distributors" and " Syndicators".  "Dealers" and the four 
types of underwriters are discussed below.

          a.   CONTROLLING PERSONS.  "Controlling Persons" are 
     persons who, after the Effective Date, have the power, whether 
     direct or indirect and whether formal or informal, to control 
     the management and policies of the Reorganized Debtor.  Whether 
     a person has such power depends on a number of factors, 
     including the person's equity in the Reorganized Debtor 
     relative to other equity holders, and whether the person, 
     acting alone or in concert with others, has a contractual or 

                                                         Page 164
<PAGE>

     other relationship giving that person power over management 
     policies and decisions.  In order to transfer the Plan 
     Securities without registration, a Controlling Person would be 
     required to comply with the restrictions set forth in SEC Rule 
     144, other than the holding period requirement set forth in 
     that Rule.  The restrictions of Rule 144 are complicated.  In 
     general, in order for the resale of Plan Securities by a 
     Controlling Person to be permissible under Rule 144, the 
     Controlling Person must not sell during any three-month period, 
     more than one percent of the Reorganized Debtor's common stock 
     (or, if greater, the average weekly report volume of trading 
     in such securities).

          b.   ACCUMULATORS AND DISTRIBUTORS.  "Accumulators" are 
     persons who purchase a Claim against or Interest in Bonneville 
     with a view to distribution of any Plan Securities to be 
     received under the Plan in exchange for such Claim or Interest. 
     "Distributors" are persons who offer to sell Plan Securities 
     for the holders of those securities.  In a 1986 SEC No-Action 
     Letter (Manville Corp.), the SEC staff took the position that 
     resales by Accumulators and Distributors of securities 
     distributed under a plan are exempt from the registration 
     requirements of the 1933 Act if made in "ordinary trading 
     transactions".  The SEC staff took the position that a 
     transaction is an ordinary trading transaction if it is made 
     on an exchange or in the over-the-counter market at a time when 
     the issuer is a reporting company under the 1934 Act and does 
     not involve any of the following factors:

               (i)  concerted action by recipients of Plan 
          Securities in connection with the sale of such securities, 
          concerted action by distributors on behalf of one or more 
          such recipients in connection with such sales, or both;

                                                         Page 165
<PAGE>
               (ii) informational documents concerning the offering 
          of the securities prepared or used to assist in the resale 
          of such securities other than this Disclosure Statement 
          and any supplements hereto and documents filed with the 
          SEC by the issuer pursuant to the 1934 Act; or

               (iii)  special compensation to brokers and dealers 
          in connection with the sale of such securities designed 
          as a special incentive to resell such securities, other 
          than compensation that would be paid pursuant to arm's 
          length negotiations between a seller and a broker or 
          dealer, each acting unilaterally, and not greater than the 
          compensation that would be paid for a routine similar-
          sized sale of a similar issue.

          c.   SYNDICATORS.  "Syndicators" are persons who offer 
     to buy Plan Securities from the holders with a view to 
     distribution, under an agreement made in connection with the 
     Plan, with consummation of the Plan or with the offer or sale 
     of securities under the Plan. 

          d.   DEALERS.  "Dealers" are persons who engage either 
     for all or part of their time, directly or indirectly, as 
     agent, broker, or principal, in the business of offering, 
     buying, selling, or otherwise dealing or trading in securities. 
     Section 4(3) of the 1933 Act exempts transactions in the Plan 
     Securities by dealers taking place more than 40 days after the 
     Effective Date.  Within the 40-day period after the Effective 
     Date, transactions by dealers who are stockbrokers are exempt 
     from the 1933 Act pursuant to Section 1145 (a) (4) of the Code, 
     as long as the stockbrokers deliver a copy of this Disclosure 
     Statement (and supplements hereto, if any, as ordered by the 
     Court) at or before the time of delivery of Plan Securities to 
     their customers.  This requirement specifically applies to 
     trading and other after-market transactions in such securities. 

                                                         Page 166
<PAGE>

     In this regard, however, in the 1986 SEC No-Action Letter 
     (Manville Corp.), the staff of the SEC took the position that 
     it would not recommend action if stockbrokers did not comply 
     with the Disclosure Statement delivery requirements of Section 
     1145 (a) (4) as long as the issuer of the securities was a 
     reporting person under the 1934 Act and was current and timely 
     in its reporting obligations.

     The Reorganized Debtor does not intend to request a no-
action letter from the SEC regarding any matter. 

     EACH RECIPIENT OF PLAN SECURITIES SHOULD SATISFY ITSELF 
THROUGH CONSULTATION WITH ITS OWN LEGAL ADVISORS AS TO WHETHER 
ITS RESALES OR OTHER TRANSACTIONS IN PLAN SECURITIES ARE LAWFUL 
UNDER THE FEDERAL AND STATE SECURITIES LAWS.  NEITHER THE 
TRUSTEE, THE TRUSTEE'S PROFESSIONALS, THE ESTATE, THE DEBTOR NOR 
CURRENT MANAGEMENT HAS RECEIVED ADVICE OR APPROVALS FROM THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION WITH RESPECT TO ANY MATTER DISCUSSED HEREIN.  THIS 
DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS 
CONTAINED HEREIN.

B.   SECURITIES REGISTRATION, QUOTATION AND LISTING

     1.   REGISTRATION AND REPORTING.  Bonneville's Existing 
Common Stock is registered under Section 12 of the Securities Exchange Act 

                                                         Page 167
<PAGE>

of 1934, as amended (the "1934 Act") and Bonneville is required 
to file reports with the Securities and Exchange Commission under 
Section 12(g) of the 1934 Act.  During Bonneville's bankruptcy 
proceeding, Bonneville has fulfilled its 1934 reporting 
obligations through the filing of its monthly financial reports 
(as required by the Bankruptcy Court and the United States 
Trustee) on SEC Form 8-K. Subsequent to the Effective Date, the 
Reorganized Debtor will be required to file annual, quarterly, 
current and other reports with the Securities and Exchange 
Commission pursuant to the rules of the Securities and Exchange 
Commission.

     2.   LIMITED MARKET FOR SECURITIES ISSUED UNDER THE PLAN.  
As stated above, the Plan Securities will be issued pursuant to 
Section 1145 of the Bankruptcy Code, which generally provides 
that such securities are potentially transferable without 
registration, by parties other than "underwriters" as such term 
is defined in Section 1145 (b).  Nonetheless, currently there is 
only a limited trading market for Bonneville's Existing Common 
Stock.  Bonneville's Existing Common Stock is currently traded on 
the over-the counter market and quoted in the "Pink Sheets".  
The Reorganized Debtor intends to seek the listing of the 
Reorganized Debtor's common stock on the NASDAQ National Market 
System, or if the Reorganized Debtor's common stock is not 
accepted for listing on the NASDAQ National Market System, then 
the Reorganized Debtor will attempt to have its common stock 
listed on the NASDAQ Small Cap Market.  There can be no assurance 
that the common stock of the Reorganized Debtor will be listed on 
either the NASDAQ National Market System or the NASDAQ Small Cap 
Market.  Any such listing is within the complete discretion of 
NASDAQ.  Also see Section VI, I. of this Disclosure Statement 
concerning the Reverse Stock Split.

                                                         Page 168
<PAGE>

      XV.  CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

     The following discussion is a summary for general 
information purposes only of certain of the possible federal 
income tax consequences of the Plan.  The summary is based on the 
Internal Revenue Code of 1986, as amended (the "Tax Code"), 
Treasury regulations promulgated and proposed thereunder, 
judicial decisions and published administrative rules, and 
pronouncements of the Internal Revenue Service (the "IRS") as in 
effect on the date hereof.  Changes in such rules or new 
interpretations thereof may have retroactive effect and could 
therefore significantly affect the tax consequences described 
below.  No rulings have been requested from the IRS and no legal 
opinions have been requested from counsel with respect to any of 
the tax aspects of the Plan.

     The federal, state, local, and other tax consequences of the 
Plan to the holders of Allowed Claims and the Interestholders may 
vary based upon the individual circumstances of each holder.  In 
addition, this discussion does not address i) the federal income 
tax consequences of the Plan in respect of the CIGNA Claim (Class 
10), ii) each and every aspect of federal income taxation that 
may be relevant to the holders of Allowed Claims or 
Interestholders, or iii) tax issues peculiar to certain types of 
taxpayers (such as traders or dealers in claims, dealers in 
securities, S corporations, life insurance companies, financial 
institutions, tax-exempt organizations and foreign taxpayers).  
No aspect of foreign, state, local, or estate and gift taxation 
is addressed.  THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR 
CAREFUL TAX PLANNING AND IS NOT BASED UPON THE INDIVIDUAL 
CIRCUMSTANCES OF ANY PARTICULAR HOLDER OF AN ALLOWED CLAIM OR 
EQUITY INTEREST.   ALL HOLDERS MUST CONSULT THEIR OWN TAX 
ADVISORS FOR THE FEDERAL, STATE, LOCAL, AND OTHER TAX 

                                                         Page 169
<PAGE>

CONSEQUENCES PECULIAR TO THEM UNDER THE PLAN.  NEITHER THE 
DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE TRUSTEE NOR HIS 
PROFESSIONALS ARE PURPORTING IN ANY MANNER TO GIVE TAX ADVICE OF 
ANY KIND TO THE CLAIMANTS OR INTERESTHOLDERS.  THE DISCUSSION SET 
FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT 
BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE 
IN FAVOR OF OR AGAINST THE PLAN.

A.   CONSEQUENCES TO HOLDERS OF ALLOWED CLAIMS AND INTERESTHOLDERS.

     1.   HOLDERS OF ALLOWED CLAIMS IN CLASSES 1 THROUGH 4 AND 
CLASS 8.  In general, a holder of an Allowed Other Priority 
Claim, Bank Debt Claim, Trade and Other Claim, Debenture Claim, 
or Deeply Subordinated Claim will recognize taxable income or 
loss upon the satisfaction of its Claim in accordance with the 
Plan in an amount equal to the difference between (i) the amount 
of Cash or the fair market value of Plan Common Stock received by 
such holder in respect of its Claim (excluding any Cash or Plan 
Common Stock received in respect of a Claim for accrued but 
unpaid interest), and (ii) the holder's adjusted tax basis in the 
Claim exchanged therefor (other than basis attributable to 
accrued but unpaid interest previously included in the holder's 
taxable income).  See Section XV.A.7 -- Certain Federal Income 
Tax Consequences of the Plan; Treatment of Interest.  The 
determination of the character of such income or loss as capital 
gain or loss or as ordinary income or loss will depend upon a 
number of factors, including, without limitation, the tax status 
of the holder, whether the Claim constitutes a capital asset in 
the hands of the holder, the amount of time the holder has held 

                                                         Page 170
<PAGE>

the Claim, and whether and to what extent the holder has 
previously claimed a loss or bad debt deduction with respect to 
such Claim.

     2.   HOLDERS OF ALLOWED CLAIMS IN CLASSES 5 AND 6. In 
accordance with the Plan, a holder of an Allowed Prepetition 
Selling Debenture Claim or Post-petition Selling Debenture Claim 
is entitled to receive Plan Common Stock in order to compensate 
the holder (in whole or in part, as the case may be) for the 
economic loss previously sustained by such holder upon the sale 
or other disposition of Debentures.  In general, a holder of such 
a Claim will recognize taxable income in an amount equal to the 
fair market value of any Plan Common Stock received in exchange 
for such Claim.  The character of any such income generally will 
be determined by reference to the character of the prior 
allowable tax loss previously claimed by the holder.

     3.   HOLDERS OF ALLOWED CLAIMS IN CLASS 7.  A holder of an 
Allowed Limited Partner Claim is entitled to receive Plan Common 
Stock in satisfaction of such Claim in accordance with the Plan. 
 The federal income tax consequences of the receipt of Plan 
Common Stock by such a holder will depend upon the origin and 
nature of such Claim.  Accordingly, holders of Allowed Limited 
Partner Claims must consult their own tax advisors.

     4.   HOLDERS OF ALLOWED CLAIMS IN CLASS 9.  In accordance 
with the Plan, a holder of an Allowed Section 510(b) Equity Claim 
is entitled to receive Plan Common Stock in order to compensate 
the holder for the economic loss or diminution in value 
previously sustained by such holder in respect of common stock of 
the Debtor.  If a holder of such a Claim previously sold or 
otherwise disposed of the securities that are the basis for the 
holder's Claim, the federal income tax consequences to such 
holder of the receipt of Plan Common Stock in satisfaction of 
such Claim pursuant to the Plan 

                                                         Page 171
<PAGE>

generally should be the same as the consequences (discussed 
above) to a holder of an Allowed Prepetition Selling Debenture 
Claim or Post-petition Selling Debenture Claim upon the receipt 
of Plan Common Stock pursuant to the Plan (see Section XV, A.2 of 
this Disclosure Statement -- Certain Federal Income Tax 
Consequences of the Plan; Holders of Allowed Claims in Classes 5 
and 6).  Although not free from doubt, if a holder of such a 
Claim still owns the securities (Existing Common Stock) that are 
the basis for the holder's Claim, such holder should (i) not 
recognize taxable gain or loss upon the receipt of Plan Common 
Stock in satisfaction of such Claim in accordance with the Plan, 
(ii) be required to reduce its tax basis in the securities that 
are the basis of the holder's Claim by an amount equal to the 
fair market value of the Plan Common Stock received in 
satisfaction thereof on the date of receipt thereof, and (iii) 
have a tax basis in the Plan Common Stock equal to the fair 
market value of such Plan Common Stock received in satisfaction 
thereof on the date of receipt thereof.  Holders of such an 
Allowed Section 510(b) Equity Claim must consult their own tax 
advisors.

     5.   HOLDERS OF ALLOWED CIGNA CLAIM IN CLASS 10.  The holder 
of such Claim must consult with its own tax advisors.

     6.   HOLDERS OF EQUITY INTERESTS IN CLASS 11.  A holder of 
an Equity Interest generally will not recognize taxable gain or 
loss because of the Plan.  The adjusted tax basis and holding 
period of such Existing Common Stock should remain unaffected by 
the Plan.

     7.   TREATMENT OF INTEREST.  In the case of a cash basis 
holder of an Allowed Claim, any Cash or Plan Common Stock 
received by such holder that is allocable to a Claim for accrued but
unpaid interest will be includable in such holder's income as interest 
income.  In the case of an accrual basis holder of an Allowed Claim, any Cash 

                                                         Page 172
<PAGE>

or Plan Common Stock received by such holder that is allocable to 
a Claim for accrued but unpaid interest will, to the extent not 
previously included in income, be includable in such holder's 
income as interest income.  A holder that previously included in 
income accrued but unpaid interest attributable to a Claim, and 
has not subsequently deducted such   interest, will be allowed a 
deduction to the extent such accrued but unpaid interest is not 
satisfied in full.

     8.   DISPUTED CLAIMS RESERVE.  Because the Plan provides 
that any net earnings of the Disputed Claims Reserve will be 
payable to the Reorganized Debtor, any income earned in respect 
of the Disputed Claims Reserve will be reported to the 
Reorganized Debtor.  There is no assurance, however, that the IRS 
will not take a contrary position in respect of the taxation of 
income earned by the Disputed Claims Reserve.   Under section 
468B(g) of the Tax Code, amounts earned by an escrow account, 
settlement fund or similar fund must be subject to current tax.  
The manner by which this is done is to be prescribed in Treasury 
regulations providing for the taxation of such an account or fund 
as a grantor trust or otherwise.  Although certain Treasury 
regulations have been issued under this section of the Tax Code, 
no Treasury regulations have been promulgated to address the tax 
treatment of such an account or fund in the bankruptcy context.  
Thus, depending upon the facts, such an account or fund possibly 
could be treated as a separately taxable trust, as a grantor 
trust, or otherwise.  

B.   BACKUP WITHHOLDING.

     Some distributions under the Plan to holders of Allowed 
Claims may be subject to withholding.  Under the Tax Code, 
reportable payments (e.g., interest payments) may, under certain 
circumstances, 

                                                         Page 173
<PAGE>

be subject to backup withholding at a rate of 31%.  Backup 
withholding may apply if a holder (i) fails to furnish its social 
security number or other taxpayer identification number ("TIN"); 
(ii) furnishes an incorrect TIN; (iii) fails properly to report 
interest and dividends; or (iv) under certain circumstances, 
fails to provide a certified statement, signed under penalty of 
perjury, that the TIN provided is its correct number and that it 
is not subject to backup withholding.  Backup withholding is not 
an additional tax but merely an advance payment, which may be 
refunded to the extent it results in an overpayment of tax.  
Certain persons are exempt from backup withholding, including, in 
certain circumstances, corporations and financial institutions.  
Also see Article 5.5 of the Plan.

C.   CONSEQUENCES TO DEBTOR.

     1.   UTILIZATION OF BUILT-IN LOSSES.  Pursuant to section 
382 of the Tax Code, whenever there is a more than 50% ownership 
change of a corporation during a three-year testing period, the 
ability of the loss corporation to utilize its net operating 
losses generally is limited on an annual basis to the product of 
the fair market value of the corporate equity immediately before 
the ownership change and the "long-term tax-exempt rate," which 
is published monthly by the IRS.  In addition to limiting the 
utilization of net operating losses, the annual limitation 
imposed by section 382 also applies to any built-in loss that is 
recognized (the "recognized built-in loss") during the five-year 
period beginning on the change date (the "recognition period").  
For this purpose, the term recognized built-in loss means any 
loss recognized during the recognition period on the disposition 
of any asset except to the extent that it is established that (i) 
such asset was not held immediately before the change date, or 
(ii) such loss exceeds the excess (if any) of the adjusted basis 
of such asset on the change 

                                                         Page 174
<PAGE>

date, over the fair market value of such asset on such date.  
Moreover, any amount which is allowable as a deduction during the 
recognition period but which is attributable to periods before 
the change date shall be treated as a recognized built-in loss 
for the taxable year for which it is allowable as a deduction.  
The annual limitation on recognized built-in losses for any 
recognition period taxable year shall apply only to the extent 
that such losses do not exceed the "net unrealized built-in loss" 
(as defined in section 382(h) of the Tax Code) immediately before 
the change date, reduced by recognized built-in losses for prior 
taxable years ending in the recognition period.  If the amount of 
the net unrealized built-in loss is not greater than the lesser 
of $10 million or 15% of the fair market value of the corporation 
immediately before the change date, then the net unrealized 
built-in loss of the corporation is presumed to be zero.

     Bonneville may have experienced an ownership change within 
the meaning of section 382 on July 1, 1997.  Although the Debtor 
did not have, or had an insignificant, net operating loss at the 
time of such ownership change, the Debtor did have built-in 
losses at that time.  To the extent such built-in losses are 
recognized during the recognition period, they will be subject to 
the annual limitation imposed by section 382.  In this regard, 
the Trustee believes that certain amounts paid under the Plan to 
the holders of Allowed Claims that otherwise would give rise to a 
tax deduction will be treated as built-in losses subject to the 
annual limitation imposed by section 382.

     In addition to the ownership change that may have occurred 
on July 1, 1997, the Debtor will likely experience a second 
ownership change in connection with the implementation of the 
Plan; however, the second ownership change should not further 
limit the Reorganized Debtor's ability to utilize tax losses or 
deductions.

                                                         Page 175
<PAGE>

     2.   CONSOLIDATED RETURN ITEMS.  The confirmation of the 
Plan may result in the recognition of income or loss attributable 
to the existence of deferred intercompany transactions, excess 
loss accounts or similar items.  The Trustee, however, does not 
believe that the consequences of such items (if any) would have a 
material effect on the Debtor or the Reorganized Debtor.

            XVI.  VOTING PROCEDURES AND REQUIREMENTS

A.   BALLOTS AND VOTING DEADLINES.

     Ballots to be used for voting to accept or reject the Plan, 
together with a return envelope, are enclosed with all copies of 
the Disclosure Statement mailed to Creditors or Interestholders 
who are entitled to vote.  BEFORE COMPLETING YOUR BALLOT, PLEASE 
READ CAREFULLY THE VOTING INSTRUCTION SHEET THAT ACCOMPANIES THE 
BALLOT.   Please use only the Ballot that accompanies this 
Disclosure Statement.

     WHEN YOU VOTE AND RETURN YOUR BALLOT, PLEASE INDICATE THE 
CLASS OR CLASSES IN WHICH YOUR CLAIMS OR INTERESTS ARE CLASSIFIED 
(IF NOT ALREADY SO INDICATED ON THE BALLOT) BY MARKING THE 
APPROPRIATE SPACE PROVIDED ON YOUR BALLOT FOR SUCH PURPOSE.  ALL 
CLASSES ARE ENTITLED TO VOTE.

     The Bankruptcy Court has directed that, in order to be 
counted for voting purposes, Ballots for the acceptance or 
rejection of the Plan must be received by 5:00 p.m. Mountain 
Daylight Savings Time on August 17, 1998.  IF YOU HAVE CLAIMS OR 
INTERESTS IN MORE THAN ONE CLASS (OR SEVERAL CLAIMS IN ONE CLASS) 
YOU SHOULD FILL OUT A SEPARATE BALLOT FOR EACH CLASS OF CLAIM OR 
INTEREST OR EACH CLAIM 

                                                         Page 176
<PAGE>

IN THE CLASS.  ACCORDINGLY, YOU MAY RECEIVE MORE THAN ONE BALLOT, 
EACH OF WHICH SHOULD BE COMPLETED AND RETURNED TO THE TRUSTEE.  
Please vote and return your Ballot(s) to:

                        Roger G. Segal, Trustee
                        Cohne, Rappaport & Segal, P.C.
                        525 East 100 South, Suite 500
                        Salt Lake City, Utah  84102

(or hand-deliver your Ballot to the Trustee at 525 East 100 
South, # 500, Salt Lake City, Utah).  If you mail your Ballot, 
you must mail it several days before the deadline so that it will 
be timely received by the Trustee.

     If you have any questions about the procedure for voting, or 
if you did not receive a Ballot, received a damaged Ballot or 
lost your Ballot, please write to:

                        Vernon L. Hopkinson
                        Cohne Rappaport & Segal, P.C.
                        525 East 100 South, # 500
                        Salt Lake City, Utah  84102

     TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED BY THE TRUSTEE 
BY 5:00 P.M. MOUNTAIN DAYLIGHT SAVINGS TIME ON AUGUST 17, 1998.  
ANY EXECUTED BALLOT WHICH DOES NOT INDICATE AN ACCEPTANCE OR 
REJECTION OF THE PLAN MAY NOT BE COUNTED, BUT YOU MAY BE DEEMED 
TO HAVE ACCEPTED THE PLAN.

     THE TRUSTEE BELIEVES THE PLAN PROVIDES THE BEST POSSIBLE 
RECOVERIES TO BONNEVILLE'S CREDITORS AND INTERESTHOLDERS.  THE 
TRUSTEE BELIEVES THAT THIS PLAN IS IN THE BEST INTERESTS OF EACH 
AND EVERY 

                                                         Page 177
<PAGE>

CLASS OF CREDITORS AND THE INTERESTHOLDERS AND, THEREFORE, THE 
TRUSTEE RECOMMENDS THAT ALL CREDITORS AND INTERESTHOLDERS VOTE TO 
ACCEPT THE PLAN.

     YOUR BALLOT MAY INCORPORATE BY REFERENCE THE CLAIM AMOUNT 
THAT HAS BEEN CALCULATED BY THE TRUSTEE IN ACCORDANCE WITH THE 
CLAIM CALCULATION METHODOLOGY SET FORTH IN THE PLAN;(84) 
SPECIFICALLY, THE BALLOTS INCORPORATE BY REFERENCE THE CLAIM 
AMOUNT SET FORTH ON PLAN EXHIBITS "D", "E", "F", "G", "H" 
AND "I".   EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN 
(OR PLAN EXHIBITS "A" THROUGH "I"), BY INCLUDING SUCH CLAIM 
AMOUNT THE TRUSTEE IS NOT ADMITTING THAT YOU HAVE A CLAIM IN THE 
STATED AMOUNT, AND IS NOT WAIVING THE RIGHT TO OBJECT TO YOUR 
VOTING OF THE CLAIM IN SUCH AMOUNT.

     You may possess Claims or Interests in more than one Class 
or you may possess more than one Claim within a Class; 
accordingly, you may receive more than one Ballot.  In the event 
you receive more than one Ballot, you should complete and return 
EACH Ballot.

     The Indenture Trustee for the Debenture is NOT authorized to 
vote on the Plan and, therefore, each Current Debenture holder 
(Class 4) must submit their own Ballots.  

- ---------------
(84) Any Claimant objecting to the amount or method in which the 
     Claim was calculated must file a timely objection with the 
     Bankruptcy Court, as specified in the Plan and footnotes 18, 
     19, 20 and/or 24 of this Disclosure Statement.

                                                         Page 178
<PAGE>

B.   PARTIES IN INTEREST ENTITLED TO VOTE.

     All Classes are entitled to vote.  Although the Trustee's 
Plan treats Classes 1, 2, 3, 4 and 11 as unimpaired, as set forth 
in Article 10.4 of the Plan each holder of a Claim or Interest on 
the Record Date in CLASSES 1, 2, 3, 4 AND 11 SHALL BE ENTITLED TO 
VOTE in order to, among other things, advise the Bankruptcy Court 
whether the Claimants or Interestholders in each Class support 
(accept) the Plan.  Further, if the Bankruptcy Court determines 
that one or more of Classes 1, 2, 3, 4 or 11 are impaired, then 
the vote of such Class shall be counted to determine if such 
Class has voted to accept or to reject the Plan. 

     It is important that all Creditors and Interestholders 
exercise their right to vote to accept or reject the Plan.  Even 
if Creditors or Interestholders do not vote or vote to reject the 
Plan, Creditors or Interestholders may be bound by the Plan if it 
is accepted by the requisite holders of Claims or Interests in 
that Class; if you do not vote, you may be deemed to have 
accepted the Plan.  Unimpaired Classes are conclusively presumed 
to have accepted the Plan. 

     All holders of Claims  are entitled to vote to accept or 
reject the Plan if such Claim is Allowed as set forth in Article 
1.5 of the Plan.  ANY CLAIM AS TO WHICH AN OBJECTION HAS BEEN 
FILED IS NOT ENTITLED TO VOTE UNLESS THE BANKRUPTCY COURT, UPON 
APPLICATION OF THE CLAIM HOLDER OR THE TRUSTEE, TEMPORARILY 
ALLOWS SUCH CLAIM IN AN AMOUNT THAT THE BANKRUPTCY COURT DEEMS 
PROPER FOR THE PURPOSE OF VOTING ON THE ACCEPTANCE OR REJECTION 
OF THE PLAN.  The Trustee did file a motion pursuant to Rule 3018 
(a) to temporarily allow the contingent and unliquidated claims 
in Classes 5, 6, 7, and 9 so that the Claimants in Classes 5, 6, 
7, and 9 could vote; the Bankruptcy 

                                                         Page 179
<PAGE>

Court granted the motion and therefore such Claimants may vote 
their Claims in an amount that has been calculated by the Trustee 
in accordance with the Claim calculation methodology set forth in 
the Plan.  See the Order of the Bankruptcy Court which is 
attached to this Disclosure Statement as Exhibit 4.  However, if 
any Claimant wishes to seek the temporary allowance of its Claim 
for voting purposes in an amount different than that temporarily 
allowed by the Bankruptcy Court as requested by the Trustee, then 
such Claimant must file its own Rule 3018(a) motion, serve such 
motion (with a notice of hearing thereon) on the Trustee's 
general counsel, the Trustee's special plan counsel and on the 
United States Trustee and have such motion heard by the 
Bankruptcy Court not more than ten (10) days prior to the start 
of the Confirmation Hearing.

     A vote may be disregarded if the Bankruptcy Court 
determines, after notice and a hearing, that such vote was not 
solicited or procured in good faith or in accordance with the 
provisions of the Bankruptcy Code.  CF. 11 U.S.C. Section 
1126(e).

     The allowance of any Claim for purposes of voting on the 
Plan shall not constitute an allowance of the Claim for purposes 
of receiving any distribution pursuant to the Plan.  Similarly, 
unless otherwise expressly provided in the Plan or one of the 
Plan exhibits, any references in the Plan or Disclosure Statement 
to any Claims or Interests shall not constitute an admission of 
the existence, nature, extent or allowableness of any Claims or 
Interests.

     Unless otherwise permitted by the Bankruptcy Court before 
the start of the Confirmation Hearing, if a party required to 
file a Proof of Claim has failed to do so, such Claimant is 
forever barred, estopped and enjoined from asserting a claim 
against Bonneville, its Estate or its property and Bonneville, 
its Estate and the 

                                                         Page 180
<PAGE>

Reorganized Debtor shall be forever discharged from any liability 
with respect to that Claimant and the Claimant shall not be 
permitted to vote on the Plan or participate in any distribution 
under the Plan on account of the Claim.  The Plan provides that 
no filed or scheduled Claim can be amended upwards after the 
Bankruptcy Court's approval of this Disclosure Statement without 
the written consent of the Trustee, and any attempt to so amend a 
Claim shall be null and void.

     The Record Date for determining which holders of the 
Existing Common Stock and which holders of the Current Debenture 
Claims are entitled to vote on the Plan shall be July 2, 1998.  
THE INDENTURE TRUSTEE FOR THE DEBENTURE IS NOT AUTHORIZED TO VOTE 
ON THE PLAN AND, THEREFORE, EACH HOLDER OF A CURRENT DEBENTURE 
CLAIM (CLASS 4) MUST TIMELY SUBMIT THEIR OWN BALLOTS.

C.   VOTE REQUIRED FOR CLASS ACCEPTANCE.

     The Bankruptcy Code requires that each class of claims or 
equity interests that is impaired under a plan accept the plan, 
or that the plan be confirmable over the impaired class' 
rejection pursuant to Section 1129(b) of the Bankruptcy Code.  
The Bankruptcy Code defines acceptance of a plan by a class of 
creditors as acceptance by holders of two-thirds in dollar amount 
and more than one-half in number of the claims in that class.  
Holders of Claims in Classes that fail to vote may be deemed to 
have accepted the Plan.  A vote may be disregarded by the 
Bankruptcy Court if it determines, after notice and a hearing, 
that such acceptance or rejection was not made or not solicited 
or procured in good faith or in accordance with the provisions of 
the Bankruptcy Code.

                                                         Page 181
<PAGE>

          XVII. CONFIRMATION AND CONSUMMATION PROCEDURE

A.   CONFIRMATION HEARING.

     Section 1128(a) of the Bankruptcy Code requires the 
Bankruptcy Court, after notice, to hold a hearing on confirmation 
of a Chapter 11 plan (the "Confirmation Hearing").  Section 
1128(b) provides that any party in interest may object to 
confirmation of a plan.

     The Confirmation Hearing for the Plan has been scheduled for 
August 26, 1998 at 9:00 o'clock a.m. in the Courtroom of the 
Honorable John H. Allen, United States Bankruptcy Court, Frank E. 
Moss Federal Courthouse, 350 South Main Street, Salt Lake City, 
Utah 84101.  The Confirmation Hearing may be adjourned or 
continued from time to time by the Bankruptcy Court without 
further notice except for an announcement at the adjournment of 
the date for the continued Confirmation Hearing.  Any objection 
to Confirmation must be timely made (i.e., by not later than 
August 17, 1998) in writing and specify in detail the name and 
address of the objector, all factual and legal grounds for the 
objection, the amount of the Claim or Interestholder held by the 
objector, and the actual amount paid by the objector for each 
Claim or Interest possessed by the objector.  Any such objection 
must be a) actually filed with the Bankruptcy Court (350 South 
Main Street, Salt Lake City, Utah 84101), and b) actually 
received by i) the Trustee's General Counsel (Vernon L. Hopkinson 
of Cohne, Rappaport & Segal, P.C., 525 East 100 South, # 500, 
Salt Lake City, Utah 84102), ii) the Trustee's Special Plan 
Counsel (Martin J. Bienenstock of Weil, Gotshal & Manges, L.L.P., 
767 Fifth Avenue, New York, New York 10153), and iii) the United 
States Trustee (9 Exchange Place, Salt Lake City, Utah 84111) by 
no later than August 17, 1998.  Objections to Confirmation of the 
Plan are governed by Bankruptcy Rule 9014.  If an objection is filed, the 

                                                         Page 182
<PAGE>

Trustee may request an order from the Bankruptcy Court expediting 
discovery.  UNLESS AN OBJECTION TO CONFIRMATION IS DETAILED AS 
SET FORTH ABOVE AND IS TIMELY SERVED AND FILED, IT MAY NOT BE 
CONSIDERED BY THE BANKRUPTCY COURT.

B.   REQUIREMENTS FOR CONFIRMATION OF THE PLAN.

     At the Confirmation Hearing, the Bankruptcy Court may 
confirm the Plan only if all the applicable requirements of 
Section 1129 of the Bankruptcy Code are met.  Among the 
requirements for confirmation of a plan are that the plan be 
accepted by all impaired classes of claims and equity interests 
or, if rejected by an impaired class, that the plan "does not 
discriminate unfairly" and is "fair and equitable" as to such 
class.  With respect to each impaired class of claimants or 
equity interestholders, confirmation of a plan requires that each 
impaired claimant or interestholder either a) accept the plan or, 
among other things, b) receive or retain under the plan property 
of a value, as of the effective date of the plan, that is not 
less than the value such claimant or interestholder would receive 
or retain if the debtor were liquidated under Chapter 7 of the 
Bankruptcy Code on the effective date of the plan.  See Section 
XIII of this Disclosure Statement for a discussion of  a Chapter 
7 liquidation for the Debtor.  Section 1129 of the Bankruptcy 
Code should be read in its entirety for all issues relating to 
the Confirmation of the Plan.

     If any impaired Class does not accept the Plan, then the 
Trustee may seek confirmation of the Plan notwithstanding such 
non-acceptance pursuant to 11 U.S.C. Section 1129(b), (the 
"cramdown" provision of the Bankruptcy Code).  To obtain such 
Confirmation, it must be demonstrated to the Bankruptcy Court 
that the Plan "does not discriminate unfairly" and is "fair and 
equitable" with respect to 

                                                         Page 183
<PAGE>

such impaired Class. The Bankruptcy Code establishes different 
"fair and equitable" tests for impaired classes of unsecured 
claims and equity interests as follows:

     1.   Unsecured Claims: Either:  a) each holder of an 
impaired unsecured claim receives or retains under the plan 
property of a value equal to the amount of the allowed unsecured 
claim; or b) the holders of claims or interests that are junior to the 
claims of the dissenting class will not receive or retain any property 
under the plan.

     2.   Equity Interests: Either:  a) each holder of an equity 
interest receives or retains under the plan property of a value 
equal to the greater of (i) the fixed liquidation preference or 
redemption price, if any, of such equity interest or ii) the 
value of the equity interest; or b) the holders of interests that 
are junior to such equity interest will not receive any property 
under the plan.

     THE TRUSTEE MAY SEEK CONFIRMATION OF THE PLAN IF ONE OR MORE 
IMPAIRED CLASSES FAIL TO ACCEPT THE PLAN.  

     The Bankruptcy Code also requires that confirmation of a 
plan is not likely to be followed by the liquidation or the need 
for further financial reorganization of the reorganized debtor.  
11 U.S.C. Section 1129(a)(11).  In the Trustee's opinion, this 
criteria is clearly satisfied in that the Plan will leave the 
Reorganized Debtor with sufficient assets, with little if any 
debt, and, as set forth in the Business Plan Prepared by Current 
Management (see Exhibit "3" attached hereto), the Reorganized 
Debtor should be operating at a profit on and after the Effective 
Date. 

- ---------------
(85) These financial projections by management have not been 
     examined or compiled by independent accountants.  NEITHER 
     THE TRUSTEE, HIS PROFESSIONALS, CURRENT MANAGEMENT, THE 
     DEBTOR, THE ESTATE NOR THE REORGANIZED DEBTOR MAKE ANY 
     REPRESENTATION AS TO THE ACCURACY OF THESE PROJECTIONS OR 
     THE ABILITY OF THE REORGANIZED DEBTOR TO ACHIEVE THE 
     PROJECTED RESULTS.  Many of the assumptions on which these 
     projections are based are subject to significant 
     uncertainties.  Inevitably, some assumptions will not 
     materialize and unanticipated events and circumstances may 
     affect the actual financial results.  Therefore, the actual 
     results achieved throughout the projection periods may vary 
     from the projected results and the variations may be  
     material.  It is urged that all of the assumptions be 
     examined carefully in evaluating the Plan.  Neither Neilson, 
     Elggren, Durkin & Co. , the accountants for the Trustee, nor 
     Hein + Associates (auditors), prepared the projected 
     financial statements.

                                                         Page 184
<PAGE>

C.   EFFECT OF CONFIRMATION ORDER.

     Except as provided in the Plan, the Confirmation Order may 
(as detailed in the Plan) be a judicial determination of a full 
and complete discharge of the Debtor and its Estate from all 
debts of any kind whatsoever that arose before the Effective Date 
and any liability on a Claim that is determined under Section 502 
of the Bankruptcy Code as if such Claim had arisen before the 
Effective Date, whether or not a Proof of Claim based on any such 
debt or liability is filed under Section 501 of the Bankruptcy 
Code and whether or not a Claim based on such debt or liability 
is allowed under Section 502 of the Bankruptcy Code.

D.   CONSUMMATION.

     The Plan will be consummated upon completion of the actions 
to be taken by the Trustee, the Estate, the Debtor and the 
Reorganized Debtor as set forth in the Plan.  The "Effective 
Date" of the Plan shall occur on the first Business Day the 
Trustee files with the Bankruptcy Court a declaration that each 
condition precedent to the Effective Date of the Plan (see Plan 
Article IX) has been satisfied or waived by the Trustee.

                        XVIII.  CONCLUSION

     This Disclosure Statement only summarizes some of the terms 
and conditions of the Trustee's Plan; THE PLAN ITSELF (which is 
attached hereto as Exhibit "1") MUST BE READ IN ITS ENTIRETY for 

                                                         Page 185
<PAGE>

all terms and conditions.  If any inconsistencies exist between 
the Plan and this Disclosure Statement, the terms of the Plan 
control.  For a summary of the classification and treatment of 
Claims and Interests under the Plan, see the table at pages 18 
and 19 of this Disclosure Statement.

     The Trustee was appointed SUA SPONTE by the Bankruptcy Court 
almost six (6) years ago.  During that time, with the vigilance 
of the Bankruptcy Court and with the efforts of the Trustee, his 
Professionals and current management, Bonneville has grown from a 
fraud-plagued company with few viable assets and little prospect 
of material distribution to most Creditors, to a legitimate, 
profitable company that can now make very significant 
distributions to its Creditors and retain value for its 
Interestholders.  It is now time for Bonneville to leave Chapter 
11.  

     Accordingly, after many months of negotiation the Trustee 
reached a consensus among a broad spectrum of Creditors (as set 
forth in the December 31, 1997 Conditional Letter Agreement) and, 
therefore, the Trustee has proposed this Plan which he believes 
is fair and equitable to all Creditors and Interestholders. THE 
TRUSTEE BELIEVES THAT THE PLAN IS IN THE BEST INTEREST OF ALL 
CREDITORS AND INTERESTHOLDERS IN THAT THE PLAN WILL MAXIMIZE THE 
ULTIMATE RETURNS FOR ALL PARTIES-IN-INTEREST.  THE TRUSTEE 
THEREFORE URGES ALL CREDITORS AND INTERESTHOLDERS TO VOTE TO 
ACCEPT THE PLAN and return their Ballots on or before the August 
17, 1998 voting deadline.

     DATED this 22nd day of April, 1998, as amended on June 19, 
1998.



                    /s/ Roger G. Segal 
                    ROGER G. SEGAL, Chapter 11 Trustee for
                    the Estate of Bonneville Pacific Corporation 

                                                         Page 186
<PAGE>

COHNE, RAPPAPORT & SEGAL, P.C.



By:  /s/ Vernon L. Hopkinson
     Vernon L. Hopkinson
     Daniel J. Torkelson
     General Counsel for the Trustee

 	 


                  DISCLOSURE STATEMENT (AMENDED) EXHIBIT "1"

              Trustee's Amended Chapter 11 Plan for the Estate
                     of Bonneville Pacific Corporation
                  (with attachments) Dated April 22, 1998
                      (as amended on June 19, 1998)

<PAGE>

Vernon L. Hopkinson (3656)
Daniel J. Torkelson (4426)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
Telephone:  (801) 532-2666
General Counsel for the Trustee

Martin J. Bienenstock
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Special Plan Counsel for the Trustee


              IN THE UNITED STATES BANKRUPTCY COURT

            FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

- ------------------------------------------------------------------
In re:                          )
                                )    Bankruptcy No. 91A-27701
BONNEVILLE PACIFIC CORPORATION, )    (Chapter 11)
                                )
               Debtor.          )    (Honorable John H. Allen)
- -----------------------------------------------------------------

       TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF
                  BONNEVILLE PACIFIC CORPORATION
                       DATED APRIL 22, 1998

     Roger G. Segal, the duly appointed, qualified and acting 
Chapter 11 Trustee for the Estate of Bonneville Pacific 
Corporation, proposes the following Plan pursuant to 11 U.S.C. 
Section 1106(a)(5) and other provisions of the Bankruptcy Code:

<PAGE>

                            ARTICLE I
                           DEFINITIONS

     Unless the context otherwise requires, the following terms 
shall have the following meanings when used in initially 
capitalized form in this Plan.  Such meanings shall be equally 
applicable to both the singular and plural forms of such terms.  
Any term used in this Plan that is not defined herein, but that is 
used in the Bankruptcy Code, shall have the meaning ascribed to 
such term in the Bankruptcy Code.  Additionally, the rules of 
construction contained in Section 102 of the Bankruptcy Code apply 
to the construction of this Plan.

     1.1  "Administrative Claim" means any Claim payable in the 
ordinary course of the Estate's business (including post-petition 
taxes) or any Claim Allowed by the Bankruptcy Court for the payment 
of any administrative cost or expense specified in Section 503(b) 
of the Bankruptcy Code that is entitled to a priority in payment 
under Section 507(a)(1) of the Bankruptcy Code.  Such Claim shall 
also include any fees and costs allowed by the Bankruptcy Court, 
after notice and hearing, for post-petition services provided by 
the Indenture Trustee for services related to the Debtor.

     1.2  "Affiliate" means, with respect to the Debtor, an 
affiliate of the Debtor as the term "Affiliate" is defined in 
Section 101(2) of the Bankruptcy Code.

     1.3  "Aggregate Claims Amount" means, with respect to any 
Class or Classes of Claims, the total amount (including Estimated 
Amounts for distribution purposes of any Contingent, Disputed or 
unliquidated Claims) of Claims, including Disputed Claims (but 
excluding Disallowed Claims), in such Class or Classes.

                                                         Page 2
<PAGE>

     1.4  "Allowed" or "Allowed Amount" means the dollar amount 
of an Allowed Claim  as calculated pursuant to this Plan; provided, 
however, that 1) the Allowed Amount of a Claim shall not exceed the 
Estimated Amount of such Claim  for distribution purposes as 
determined by the Bankruptcy Court or, where required, the District 
Court, pursuant to an Estimation Order and 2) the Allowed Amount 
(i.e., the method for the calculation of the amount of any Allowed 
Claim) of any Claim in any particular Class means the amount 
calculated in accord with the methodology set forth in Article IV 
of this Plan for that particular Class of Claims.

     1.5  "Allowed Claim" means a Claim against the Debtor or the 
Estate allowable under Section 502 of the Bankruptcy Code but only 
to the extent that: 1) such Claim is listed on the Schedules as 
last amended prior to the Confirmation Hearing as liquidated in 
amount and not disputed or contingent and the Trustee has not 
otherwise determined that such Claim has been paid or otherwise 
resolved; 2) such Claim appears as an undisputed Claim on Exhibit 
"A", "B", "C", "D", "E (Column 2)", "F (Column 2)", "G", 
"H" or "I (Column 3)" attached hereto; 3) such Claim  is 
allowed by a Final Order; or 4) such Claim  is otherwise expressly 
provided for in this Plan. 

     1.6  "Appointment Date" means June 12, 1992, the date the 
Trustee was appointed for the Estate of the Debtor.

     1.7  "Bank Debt" means a prepetition debt or other obligation 
of the Debtor arising from money borrowed by the Debtor (or a 
guarantee by the Debtor for money borrowed by an Affiliate) from a 
bank or other financial institution or Person.

                                                         Page 3
<PAGE>

     1.8  "Bank Debt Claim" means a prepetition Claim arising 
under the Bank Debt.  A list of such Bank Debt Claimants and the 
Allowed Amount owed to each such Claimant is attached hereto and 
incorporated herein as Exhibit "B".

     1.9  "Bankruptcy Code" means the former, present, and future 
provisions of Title 11 of the United States Code, to the extent 
applicable to the Debtor's Chapter 11 case.

     1.10  "Bankruptcy Court" means either the United States 
Bankruptcy Court for the District of Utah, Central Division, having 
jurisdiction over the Reorganization Case or, to the extent the 
reference is withdrawn, the District Court sitting as a court of 
bankruptcy.

     1.11  "Bankruptcy Rules" means, collectively, the Rules and 
Forms of Practice and Procedure in Bankruptcy promulgated under 28 
U.S.C. Section 2075, as amended, and the local rules of the 
Bankruptcy Court, as applicable to Chapter 11 cases, together with 
all amendments and modifications to the extent applicable to the 
Debtor's Chapter 11 case.

     1.12  "Business Day" means any day, other than a Saturday, 
Sunday or "legal holiday", as that term is defined in Bankruptcy 
Rule 9006(a).

     1.13  "Cash"  means lawful currency of the United States of 
America and its equivalents.

     1.14  "Cigna Claim" means the Allowed ten million dollar 
($10,000,000.00) Claim which arose by reason of the Trustee's 
settlement agreement dated December 20, 1993 with Cigna, which 
settlement was approved by the Bankruptcy Court on February 1, 
1994.  The Cigna Claim has been assigned to and is owned by a joint 
venture consisting of Wellhead Electric Company, Inc. and Frank A. 
Klepetko.

                                                         Page 4

<PAGE>

     1.15  "Claim" means a) a right of payment from the Debtor or 
the Estate, whether or not such right is reduced to judgment, 
liquidated, unliquidated, fixed, contingent, matured, unmatured, 
disputed, undisputed, legal, equitable, secured, unsecured, known 
or unknown; b) a right to an equitable remedy for breach of 
performance if such breach gives rise to a right of payment from 
the Debtor or the Estate, whether or not such right to an equitable 
remedy is reduced to judgment, fixed, contingent, matured, 
unmatured, disputed, undisputed, secured, or unsecured.

     1.16  "Claimant(s)" means a holder of a Claim against the 
Debtor or the Estate.

     1.17  "Class" means a category of holders of Claims or 
Interests as classified in Article II of this Plan.

     1.18  "Confirmation" or "Confirmation of this Plan" means 
the issuance of the Confirmation Order.

     1.19  "Confirmation Date" means the date on which the 
Confirmation Order is entered on the docket of the Debtor's Chapter 
11 case.

     1.20  "Confirmation Hearing" means the hearing(s) which will 
be held before the Bankruptcy Court in which the Trustee will seek 
Confirmation of this Plan.

     1.21  "Confirmation Order" means the order of the Bankruptcy 
Court confirming this Plan pursuant to Section 1129 of the 
Bankruptcy Code, including any amendments or supplements thereto.

      1.22  "Contingent" means, when used with respect to a Claim, 
a Claim which is dependent upon a future event that has not 
occurred and may never occur.

                                                         Page 5
<PAGE>

     1.23  "Debenture"  or "Debentures" means the Debtor's 7 
3/4% Convertible Subordinated Debentures Due 2009.

     1.24  "Debenture Claim(s)" means the Claim of an owner of a 
Debenture on the  Distribution Date, which Claim will be paid by 
the Trustee's distribution to the Indenture Trustee as set forth in 
this Plan.  Debenture Claim does NOT include a Prepetition Selling 
Debenture Claim or a Post-petition Selling Debenture Claim.

     1.25  "Debtor" means Bonneville Pacific Corporation, a 
Delaware corporation.

     1.26  "Debtor Action Recoveries" means the rights of the 
Estate or the Reorganized Debtor to any and all proceeds or other 
relief from: a) any award, judgment, or relief, or any sanction, 
waiver, or denial (including disgorgement) of fees and expenses, or 
other determination rendered or made as to any Debtor Action and 
payable to the Estate (or the Reorganized Debtor) or b) any 
compromise or settlement of any Debtor Action.

     1.27  "Debtor Actions" means objections to Claims under the 
appropriate provisions of the Bankruptcy Code and applicable law 
incorporated therein and any and all other claims, causes of 
action, demands, and enforceable rights of the Trustee, the Debtor 
or the Estate against any Person, including, but not limited to, 
Claims of the Trustee, the Debtor or the Estate: a) for recovery or 
avoidance, as the case may be, of 1) obligations, transfers of 
property or interests in property, offsets, debt forgiveness, Cash, 
and other types or kinds of property or interests in property (or 
the value thereof), recoverable or avoidable pursuant to Sections 
542, 543, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy 
Code, 2) damages, general or exemplary (or both), or other relief, 
relating to (or based upon) A) indebtedness owing to the Debtor or 

                                                         Page 6
<PAGE>

the Estate, B) fraud, negligence, gross negligence, willful 
misconduct, or any other tort actions, C) breaches of contract, D) 
violations of federal or state securities laws, E) violations of 
applicable corporate laws, F) breaches of fiduciary or agency 
duties, G) aiding and abetting the breach of fiduciary duties, and 
H) causes of action based on disregard of the corporate form or 
piercing the corporate veil or other liability theories, and 3) 
damages or other relief based upon any other claim, cause of 
action, or demand, whether known or unknown, whether matured or 
unmatured, to the extent not specifically compromised or released 
pursuant to this Plan or an agreement referred to, or incorporated 
into, this Plan; and b) for subordination under Sections 509 and 
510 of the Bankruptcy Code or under other applicable laws.  Debtor 
Actions include, but are not limited to, those actions, claims, 
causes of action and other matters (as defined above) regardless of 
whether such actions, claims or causes of action and other matters 
were being pursued (had litigation initiated) at the Effective 
Date.  Debtor Actions also means any and all rights of the Debtor, 
the Estate or the Trustee which were granted by various Persons in 
or which arise pursuant to settlement agreements which were 
approved by the Bankruptcy Court, such settlements having resolved 
litigation (or threatened litigation) initiated by the Trustee on 
behalf of the Estate, including but not limited to settlements 
reached in that certain litigation ENTITLED SEGAL V. PORTLAND 
GENERAL, ET AL., United States District Court for the District of 
Utah, Case No. 92C-364J, and severed cases related thereto.

     1.28  "Deeply Subordinated Claim" means those Claims which 
arose by reason of the Trustee's negotiated settlements with 
certain creditors, which settlements have been approved by the 

                                                         Page 7
<PAGE>

Bankruptcy Court; such Allowed Deeply Subordinated Claims total 
$8,945,000.00 and a list of each such Claimant and the Allowed 
Amount owed to each such Claimant is set forth on Exhibit "G" 
which is attached hereto and incorporated herein.

     1.29  "Disallowed Claim" means any Claim (or any portion 
thereof) which has been disallowed by a Final Order or by the 
Confirmation Order.

     1.30  "Disbursing Agent" means the Reorganized Debtor or any 
Person (including the Indenture Trustee) selected by the Trustee 
pursuant to this Plan to hold and distribute the consideration to 
be distributed to the Claimants holding Allowed Claims under this 
Plan.

     1.31  "Disclosure Statement" means the Disclosure Statement 
under Section 1125 of the Bankruptcy Code for Solicitation of 
Acceptances of the Trustee's Amended Plan of Reorganization of 
Bonneville Pacific Corporation, dated as of April 22, 1998 and 
amended on June 19, 1998, including all annexes, exhibits and 
schedules attached thereto or referenced therein (and the exhibits, 
if any, to any such annexes, exhibits and schedules), prepared by 
the Trustee pursuant to Section 1125 of the Bankruptcy Code and 
approved by the Bankruptcy Court, as such Disclosure Statement may 
be further amended or modified from time to time.

     1.32  "Discretionary Notes" means the two (2) promissory 
notes (in the form set forth in Exhibit "I" attached hereto) in 
the equal amount of up to $1,612,500.00 each (for a total of up to 
$3,250,000.00) which may be issued, at the discretion of the 
Trustee, by the Reorganized Debtor and payable to Halcyon and CoMac 
Partners L.P., as more fully described in Article 4.4 of this Plan.

                                                         Page 8
<PAGE>

     1.33  "Disputed Claim" means any Claim against the Debtor or 
the Estate: a) that is listed in the Schedules as disputed, 
contingent or unliquidated; b) that is listed in the Schedules as 
undisputed, liquidated and not contingent and as to which a Proof 
of Claim or Proof of Interest has been filed with the Bankruptcy 
Court, to the extent that such Proof of Claim or Proof of Interest 
exceeds the amount for such Claims or Interests set forth in such 
Schedules; c) that is not listed in the Schedules, but as to which 
a Proof of Claim or Proof of Interest has been filed with the 
Bankruptcy Court (except as otherwise expressly Allowed in this 
Plan); d) that is not listed as an Allowed Claim  in Exhibits "A", 
"B", "C", "D", "E (Column 2)", "F (Column 2)", "G", "H" 
or "I (Column 3)" which are attached hereto and incorporated 
herein or otherwise treated as an Allowed Claim in this Plan; e) as 
to which an objection has been filed and not yet adjudicated by a 
Final Order; or f) that portion of any filed Proof of Claim seeking 
a Claim amount in excess of the Allowed Amount of such Claim as set 
forth in Exhibits "D", "E (Column 2)", "F (Column 2)", "H" 
and "I (Column 3)".  If there is a dispute as to the 
classification of a Claim, such Claim shall be considered a 
Disputed Claim  in its entirety for the purposes of this Plan.

     1.34  "Distribution Date", when used with respect to each 
Allowed Claim, means, unless otherwise provided for in the Plan or 
as may be ordered by the Bankruptcy Court, a date to make a 
distribution as soon as practicable (as determined by the Trustee) 
after the later of: a) the Effective Date, or b) the first Business 
Day of the calendar quarter commencing after the date upon which 
the Claim becomes an Allowed Claim, unless the Claim becomes an 
Allowed Claim within fifteen (15) days before the first Business 
Day of the next calendar quarter, in which event the Distribution 

                                                         Page 9
<PAGE>

Date shall be the first Business Day of the next succeeding 
calendar quarter.  Notwithstanding the foregoing, distributions to 
be made by the Indenture Trustee as provided in this Plan for Class 
4 herein shall be made by the Indenture Trustee as soon as 
practicable after the Distribution Date.

     1.35  "District Court" means the United States District Court 
for the District of Utah, Central Division, or the Bankruptcy Court 
unit thereof empowered to exercise subject matter jurisdiction over 
the matter in question.

     1.36  "Effective Date" means, and shall occur on, the first 
Business Day following the day in which the Trustee files with the 
Bankruptcy Court a declaration signed by him that each condition 
precedent (Article IX of this Plan) to the Effective Date of this 
Plan is satisfied . 

     1.37  "Estate" means the estate created by Section 541 of the 
Bankruptcy Code upon the commencement of the Debtor's 
Reorganization Case under Chapter 11 of the Bankruptcy Code and 
shall include all assets or property, real or personal, tangible or 
intangible, of any kind whatsoever acquired on or after the 
Petition Date, as it exists on the Effective Date.

     1.38  "Estimated Amount(s)" means, except as otherwise 
expressly provided in this Plan regarding Classes 5, 6, 7 and 9, 
the  amount at which the Bankruptcy Court or, where required by 
applicable law, the District Court, estimates any Claim or Interest 
(or Class of Claims or Interests) under Section 502(c) of the 
Bankruptcy Code which is (or are) contingent, unliquidated or 
disputed, for the purpose of: a) allowance and distribution under 
this Plan; b) assisting the Bankruptcy Court in making the findings 
required for confirmation of this Plan pursuant to Sections 
1129(a)(7)(A)(ii) and (a)(11) and, if necessary, Sections 
1129(b)(1) and (2) of the Bankruptcy Code; or c) temporarily 
allowing a Disputed Claim  SOLELY for the purpose of accepting or 

                                                         Page 10
<PAGE>

rejecting this Plan pursuant to Bankruptcy Rule 3018(a).

     1.39  "Estimation Order" means an order of the Bankruptcy 
Court or the District Court that determines the Estimated Amount of 
any Claim or Interest (or Class of Claims or Interests).

     1.40  "Existing Common Stock" means the shares of the common 
stock of Bonneville Pacific Corporation issued on or prior to the 
Petition Date, including (i) all shares of such common stock 
outstanding on the Effective Date, including shares held by the 
Trustee,  and (ii) all shares held by the Debtor or the Estate as 
treasury stock on the Effective Date.

     1.41  "Existing Securities" means the Existing Common Stock 
and the Debentures.

     1.42  "Final Order" means an order or judgment of a court, 
the implementation or operation or effect of which is not stayed 
and as to which order or judgment (or any revision, modification or 
amendment thereof) the time to appeal or seek review or rehearing 
or writ of certiorari has expired and as to which no appeal or 
petition for review or hearing or certiorari has been taken or is 
pending; provided, however, that (i) pursuant to Article 6.6 of 
this Plan, any order or judgment allowing, disallowing or 
estimating a Claim which is not a Final Order as of the Effective 
Date solely because of a Person's right to move for reconsideration 
of such order or judgment pursuant to Sections 502(e)(2) and/or 
502(j) of the Bankruptcy Code and Bankruptcy Rule 3008 shall 
nevertheless be deemed a Final Order on the Effective Date and (ii) 
the availability of relief not time barred after the ten (10) day 
period set forth in Rules 59 and 60 of the Federal Rules of Civil 

                                                         Page 11
<PAGE>

Procedure made applicable by Rules 9023 and 9024 of the Federal 
Rules of Bankruptcy Procedure shall not preclude an order from 
being a Final Order.

     1.43  "Governmental Unit(s)" means a government unit as that 
term is defined in Section 101(27) of the Bankruptcy Code.

     1.44  "Halcyon" collectively means Halcyon/Alan B. Slifka 
Management Company L.L.C., Halcyon Offshore Management Company 
L.L.C or their affiliates.

     1.45  "Indenture" means the indenture dated as of August 15, 
1989 between the Debtor and the Indenture Trustee relating to the 
Debentures.

     1.46  "Indenture Trustee" means Norwest Bank Minnesota, N.A., 
or its successor-in-interest, as trustee under the Indenture, or 
its duly authorized agents.

     1.47  "Interest", except when used to reflect the time value 
of money, means any equity interest in the Debtor or the Estate 
represented by the Existing Common Stock, and shall NOT include the 
Cigna Claim or any Section 510(b) Equity Claim.

     1.48  "Interestholder(s)" means the holder of an Interest in 
the Debtor or the Estate on the Effective Date.

     1.49  "IRC" means the Internal Revenue Code of 1986, as 
amended, and as set forth in Title 26 of the United States Code, to 
the extent it is applicable to the Reorganization Case or the 
Estate's tax liabilities.

     1.50  "IRS" means the Internal Revenue Service of the United 
States of America.

                                                         Page 12
<PAGE>

     1.51  "Late Claim(s)" means any Claim of any kind not timely 
filed with the Bankruptcy Court, including but not limited to those 
Claims not timely filed in accordance with the Bankruptcy Court's 
"Order Establishing a Supplementary Claim Bar Date" dated 
September 10, 1996 and entered on September 11, 1996, except such 
Claim(s) as to which the Bankruptcy Court has entered a Final Order 
prior to the commencement of the Confirmation Hearing permitting 
such tardily filed Claim to be deemed to be timely filed.

     1.52  "Lien" means, with respect to any asset or property of 
the Debtor or the Estate, any mortgage, lien, pledge, charge, 
security interest, encumbrance, or other security device of any 
kind affecting such asset or property.

     1.53  "Limited Partner Claims" means the prepetition Claim 
of any Person in any way arising from or relating to a limited 
partnership (including but not limited to the Magic Valley 
Hydroelectric Partners, Ltd. 1984) in which the Debtor was a 
general partner.  A list of each such Claimant and the compromised 
Allowed Amount of the Allowed Claim designated for each such 
Claimant (except to the extent the Claim is listed as disputed) is 
set forth in Column 2 of Exhibit "F" which is attached hereto and 
incorporated herein.

     1.54  "Other Priority Claim" means any prepetition Claim 
(other than an Administrative Claim or a Priority Tax Claim) to the 
extent such Claim is entitled to a priority in payment under 
Section 507(a) of the Bankruptcy Code and to the extent the Claim 
has not been previously paid by the Estate; a list of each such 
Claimant and the Allowed Amount owed to each such Claimant is set 
forth on Exhibit "A" which is attached hereto and incorporated 
herein.

                                                         Page 13
<PAGE>

     1.55  "Person(s)" means any individual, firm, corporation, 
association, partnership, joint venture, trust, limited liability 
company or partnership, or other entity.

     1.56  "Petition Date" means December 5, 1991, the date on 
which the petition for relief in the Reorganization Case was filed 
by the Debtor with the Bankruptcy Court.

     1.57  "Plan" means this Chapter 11 Plan for the Estate of 
Bonneville Pacific Corporation under Chapter 11 of the Bankruptcy 
Code, including all exhibits hereto, as amended or modified from 
time to time.

     1.58  "Plan Common Stock" means the authorized (but not 
issued prior to the Effective Date) common stock of Bonneville 
Pacific Corporation and does not include the Existing Common Stock.

     1.59  "Plan Documents" means all other documents and 
exhibits, as the same may be amended, modified, supplemented, or 
restated from time to time, that aid in effectuating this Plan.

     1.60  "Post-petition Selling Debenture Claim" means any Claim 
relating to the Claim of a holder of a Debenture who purchased such 
Debenture before the Petition Date and who sold such Debenture 
after the Petition Date.  A list of each such Claimant and the 
compromised Allowed Amount of the Allowed Claim for each such 
Claimant (except to the extent the Claim is listed as Disputed) is 
set forth in Column 2 of Exhibit "E" which is attached hereto and 
incorporated herein.

     1.61  "Prepetition Selling Debenture Claim" means any Claim 
relating to the Claim of a holder of a Debenture who purchased and 
sold such Debenture on or before the Petition Date.  A list of each 
such Claimant and the compromised Allowed Amount of the Allowed 
Claim for each such Claimant (except to the extent the Claim is 

                                                         Page 14
<PAGE>

listed as Disputed) is set forth on Exhibit "D" which is attached 
hereto and incorporated herein.

     1.62  "Priority Tax Claim" means any prepetition Claim to the 
extent that such Claim is entitled to a priority in payment under 
Section 507(a)(8) of the Bankruptcy Code. 

     1.63  "Pro Rata" means the same proportion an Allowed Claim 
 in a particular Class bears to the aggregate amount of all Allowed 
Claims in such Class.

     1.64  "Proof of Claim" or "Proof of Interest" means any 
proof of claim or proof of interest filed in the Bankruptcy Court 
pursuant to Bankruptcy Rules 3001 and 3002.

     1.65  "Record Date" means the date the order approving the 
Disclosure Statement is entered or such other date as may be 
designated by the Bankruptcy Court.

     1.66  "Reorganization Case" means the above-captioned Chapter 
11 case for the Debtor.

     1.67  "Reorganized Debtor" means Bonneville Pacific 
Corporation on and after the Effective Date.

     1.68  "Reorganized Debtor Assets" means all assets, property, 
interests, and rights of the Estate or the Reorganized Debtor, 
including the Debtor Actions, together with the income, dividends, 
and proceeds, if any, derived from the assets, properties, 
interests, and rights vested in the Estate or the Reorganized 
Debtor.

     1.69  "Reorganized Debtor Corporate Documents" means the 
articles of incorporation and bylaws of the Reorganized Debtor and 
all amendments thereto and all other related documents to be 
executed, delivered and filed with the appropriate governmental 
authorities by the Effective Date, pursuant to this Plan, the Plan 

                                                         Page 15
<PAGE>

Documents or applicable state law, which are necessary or 
appropriate to: a) evidence the existence of the Reorganized 
Debtor; b) authorize the issuance of the Reorganized Debtor's Plan 
Common Stock; and c) reflect the other requirements of this Plan, 
the Plan Documents and applicable state or federal law.

     1.70  "Reverse Stock Split" means the reverse stock split 
(one share of common stock in the Reorganized Debtor for every four 
shares of Existing Common Stock or Plan Common Stock held by, to be 
issued to, or reserved for, Claimants in Classes 5 through 10 and 
the Interestholders in Class 11), which reverse split will occur as 
soon as practicable (as determined by the Trustee) after the 
Effective Date.

     1.71  "Schedules" means the Schedules, Statements and Lists 
filed by the Debtor with the Bankruptcy Court pursuant to 
Bankruptcy Rule 1007, as last amended prior to the Confirmation 
Hearing, pursuant to Bankruptcy Rule 1009.

     1.72  "SEC" means the United States Securities and Exchange 
Commission.

     1.73  "Section (Section) 510(b) Equity Claim" means a Claim 
arising from or in any way related to rescission of a purchase or 
sale of the common stock of the Debtor or a security of an 
Affiliate of the Debtor, for damages arising at any time from or 
related to the purchase or sale of such a security, or for 
reimbursement or contribution allowed under Section 502 on account 
of such a Claim, and shall not include any Limited Partner Claims. 
 A list of each such Claimant and the compromised Allowed Amount of 
the Allowed Claim for each such Claimant (except to the extent that 

                                                         Page 16
<PAGE>

the Claim is listed as Disputed) is set forth on Exhibit "H" and 
in Column 3 of Exhibit "I" both of which are attached hereto and 
incorporated herein.

     1.74  "Secured Claim" means any Claim that is: a) secured as 
of the Confirmation Hearing by a Lien on or against any of the 
assets or property of the Debtor or the Estate which Lien is valid, 
perfected and enforceable under applicable law and is not subject 
to avoidance under the Bankruptcy Code or applicable non-bankruptcy 
law, but only to the extent of the value of such assets or property 
securing any such Claim; or b) Allowed under this Plan as a Secured 
Claim.  The Trustee believes that as of the date of the filing of 
this Plan there are no Secured Claims.

     1.75  "Subsidiary" means any of the subsidiary corporations 
of the Debtor described in the Disclosure Statement.

     1.76  "Trade and Other Claims" means only those prepetition 
general unsecured Claims listed on Exhibit "C" which is attached 
hereto and incorporated herein and any other Claim that is not an 
Administrative Claim, Bank Debt Claim, Debenture Claim, Other 
Priority Claim, Post-petition Selling Debenture Claim, Prepetition 
Selling Debenture Claim, Limited Partner Claim, Deeply Subordinated 
Claim, Section 510(b) Equity Claim, Cigna Claim, Priority Tax Claim 
or a Secured Claim.

     1.77  "Trustee" means Roger G. Segal, as Chapter 11 trustee 
in the Reorganization Case, or any duly appointed successor.

     1.78 "Trustee's Professionals" means those professionals 
retained by the Trustee (if such retention was approved by the 
Bankruptcy Court) during the Reorganization Case pursuant to 
Section 327 of the Bankruptcy Code including the accounting firm of 
Hein + Associates, but excluding the law firm of Snell & Wilmer, a 

                                                         Page 17
<PAGE>

general partnership, and its successor, Snell & Wilmer LLP.

                             ARTICLE II
                CLASSIFICATIONS OF CLAIMS AND INTERESTS

     2.1  Classification.

          (a)  General.  Article 2.2 hereof sets forth a 
designation of Classes of Claims and Interests.  A Claim or 
Interest is classified in a particular Class only to the extent 
that the Claim or Interest qualifies within the description of the 
Class and is classified in a different Class to the extent the 
Claim or Interest qualifies within the description of that 
different Class.

          (b)  Unclassified Claims.  In accordance with Section 
1123(a)(1) of the Bankruptcy Code, Administrative Claims and 
Priority Tax Claims are not classified and are excluded from the 
Classes established in Article 2.2 hereof.

     2.2  Classes.  Claims against or Interests in the Debtor or 
the Estate are grouped in the following Classes in accordance with 
Section 1122(a) of the Bankruptcy Code:

          (a)  Class 1 - Other Priority Claims: All Other Priority 
Claims.

          (b)  Class 2 - Bank Debt Claims: All Bank Debt Claims.

          (c)  Class 3 - Trade and Other Claims: All Trade and 
Other Claims.

          (d)  Class 4 - Debenture Claims: All Debenture Claims.

          (e)  Class 5 - Prepetition Selling Debenture Claims: All 
Prepetition Selling Debenture Claims.

                                                         Page 18
<PAGE>

          (f)  Class 6 - Post-petition Selling Debenture  Claims: 
All Post-petition Debenture  Claims.

          (g)  Class 7 - Limited Partner Claims: All Limited 
Partner Claims.

          (h)  Class 8 - Deeply Subordinated Claims: All Deeply 
Subordinated Claims.

          (i)  Class 9 - Section 510(b) Equity Claims: All Section 
510(b) Equity Claims. 

          (j)  Class 10 - Cigna Claim.

          (k)  Class 11 - Equity Interests: All Interestholders.

                           ARTICLE III  
                IMPAIRMENT OF CLAIMS AND INTERESTS

     3.1  Unimpaired Classes:  Classes 1, 2, 3, 4 and 11; but also 
see Article 10.4 herein.

     3.2  Impaired Classes:  Classes 5, 6, 7, 8, 9 and 10.

                           ARTICLE IV
       PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS

     The Allowed Claims and the Interests, as classified in Article 
II hereof, shall be treated by the Trustee (on behalf of the 
Estate) and the Reorganized Debtor in the manner set forth in this 
Article IV.

     4.1  Administrative Claims and Priority Tax Claims.  

     The Administrative Claims and the Allowed Priority Tax Claims, 
to the extent not previously paid during the Reorganization Case or 
not paid in the ordinary course of the Debtor's business, shall be 
paid in full either 1) in Cash on the Distribution Date or 2) upon 
such other terms agreed to in writing by such Claimant and the 
Trustee; provided, however, that any current trade or accounts

                                                         Page 19
<PAGE>

payable (including wages and related benefits payable to the 
Debtor's employees) incurred after the Petition Date by the  Estate 
in the ordinary course of its business are assumed by the 
Reorganized Debtor and shall be paid by the Reorganized Debtor in 
the ordinary course of its business.

     4.2  Claims and Interests.

     The following constitutes the treatment under this Plan of the 
classified Claims and Interests.   Asserted rights to post-petition 
interest or other charges are treated in Article 4.3 below.  To the 
extent that Claims are paid with the issuance of Plan Common Stock, 
such stock (i.e., the Plan Common Stock issued pursuant to this 
Plan to Classes 5, 6, 7, 8, 9 and 10) shall be deemed for purposes 
of this Plan to have the value per share as determined by the 
Bankruptcy Court at the Confirmation Hearing which value shall take 
into account 11,686,723 shares of Existing Common Stock (Class 11) 
which will also remain issued pursuant to this Plan, subject to the 
Reverse Stock Split.  The Plan Common Stock issued pursuant to this 
Plan is subject to the Reverse Stock Split and is subject to the 
provisions of Article 5.2(d) of this Plan.

          (a)  Class 1 - Other Priority Claims.  All unpaid and 
Allowed Class 1 Claims  (i.e., only those Claims set forth on 
Exhibit "A" attached hereto) shall be paid in full, in Cash, in 
the amounts set forth on Exhibit "A", on the Distribution Date.

          (b)  Class 2 - Bank Debt Claims.  All Allowed Bank Debt 
Claims (i.e., only those Claims set forth on Exhibit "B" attached 
hereto) shall be paid in full, in Cash, in the amount set forth on 
Exhibit "B" on the Distribution Date.  Such Class 2 Claimants 
shall, after receipt of the payment specified in this Plan, have no 
other claims or causes of action against any other Person of any 
kind whatsoever relating to said Bank Debt; specifically, without 

                                                         Page 20
<PAGE>

limitation, the Bank Debt Claimants shall have no claims or causes 
of action of any kind whatsoever against the past or present 
holders of the Debentures (or the Indenture Trustee or its agents) 
or against any property distributed directly or indirectly to the 
past or present holders of the Debentures pursuant to this Plan.

          (c)  Class 3 - Trade and Other Claims.  All Allowed Trade 
and Other Claims (i.e., only those undisputed Claims set forth on 
Exhibit "C" attached hereto or those Claims subsequently Allowed 
by the Bankruptcy Court) shall be paid in full, in Cash, in the 
amount set forth on Exhibit "C" (or as Allowed by the Bankruptcy 
Court) on the Distribution Date.

          (d)  Class 4 -  Debenture Claims.  All Allowed Debenture 
Claims for principal and prepetition interest and miscellaneous 
costs, to wit, only Claim No. 146 in the amount of $64,750,168.95 
filed by the Indenture Trustee on behalf of the current Debenture 
holders, shall be paid in full, in Cash (except as otherwise 
provided in Article 4.4 of this Plan), to the Indenture Trustee on 
the Distribution Date for the benefit of the Class 4 Claimants and 
thereafter remitted by the Indenture Trustee to the holders of the 
Debentures entitled to receive payment in respect to their Allowed 
Debenture Claims as provided in Article 5 of this Plan.  It  shall 
be the Indenture Trustee's duty to ascertain and pay the holders of 
Debenture Claims entitled to receive payments in respect of their 
Allowed Debenture Claims and neither the Debtor, the Reorganized 
Debtor, the Estate nor the Trustee shall have any duties or 
obligation in this regard.  Claims of Persons other than the 
Indenture Trustee asserting Debenture Claims against the Debtor or 
the Estate are disallowed in their entirety. No distributions shall 
be made by the Trustee, the Estate or the Reorganized Debtor 

                                                         Page 21
<PAGE>

directly to the holders of Debenture Claims (other than the 
Indenture Trustee) deemed entitled to payment in respect of their 
Allowed Debenture Claims and confirmation of this Plan shall 
disallow the Claims of any such holders (to the extent the 
Bankruptcy Court has not already disallowed such Claims of such 
holders).  Distributions to be made by the Indenture Trustee as 
provided in this Plan for Class 4 Claimants shall be made by the 
Indenture Trustee as soon as reasonably practicable after the 
Distribution Date.  All Allowed post-petition fees and/or costs of 
the Indenture Trustee shall be paid as an Administrative Claim 
subject to the application by the Indenture Trustee to the 
Bankruptcy Court and Allowance of any such Administrative Claim by 
the Bankruptcy Court after notice and hearing.  All prepetition 
unpaid fees and/or costs of the Indenture Trustee as set forth in 
Claim No. 146, together with interest thereon as provided in 
Article 4.3(c) of this Plan, shall be paid to the Indenture Trustee 
out of the distributions made to the Indenture Trustee pursuant to 
this Article 4.2(d) and pursuant to Article 4.3(c) of this Plan.

          (e)  Class 5 - Prepetition Selling Debenture Claims.  All 
Allowed Prepetition Selling Debenture  Claims shall be paid by the 
issuance and distribution to holders of such Claims shares of Plan 
Common Stock having an aggregate value determined as set forth in 
this Plan equal to the full amount of the Allowed Prepetition 
Selling Debenture  Claims, subject to the Reverse Stock Split.  
Claimants' undisputed Claims in this Class 5 shall be Allowed 
(regardless of the amount of the Claim actually filed by the 
Claimants) ONLY in the amount specified herein (see Exhibit "D" 
attached hereto).  Specifically, the Allowed Claims in Class 5 
shall be in the amount of a) the price paid by the Claimant to 
purchase the Debenture (such price shall not include any additional 
amount paid by the Claimant related to interest which had accrued 

                                                         Page 22
<PAGE>

on the Debenture which was added to the net amount of the purchase 
price when the Debenture was purchased) less b) the amount received 
by the Claimant when the Debenture was sold (for purposes of 
determining the amount received by the Claimant any additional 
amount received by the Claimant for interest which had accrued on 
the Debenture shall not be included in calculating the amount 
received).  Reasonable commissions or other miscellaneous charges, 
if any and only to the extent such were readily determinable from 
the filed Proof of Claim or the supporting documentation attached 
thereto, shall be included when determining the amounts paid and 
received by the Claimants in this Class.  The Allowed Amount of the 
undisputed Claims in this Class 5 set forth on Exhibit "D" 
constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. 
Section 502(c) of a contingent or unliquidated Claim.  Any Claimant 
in this Class 5 who objects to such Estimated Amount must file a 
written objection with the Bankruptcy Court (and serve a copy on 
the Trustee) not later than ten (10) days prior to the start of the 
Confirmation Hearing; failure to timely object to the Estimated 
Amount of the Claim shall result in the Claimant being deemed to 
have accepted the Estimated Claim Amount set forth on Exhibit "D" 
as the Allowed Amount.  If such an objection to the Estimated 
Amount of the Claim is timely filed by a Class 5 Claimant, then the 
Trustee may object to the Claimant's ENTIRE Claim on any basis and 
the Bankruptcy Court shall subsequently determine, in a contested 
matter, the allowable amount, if any, of the Claimant's Class 5 
Claim; if such objecting Claimant obtains in the contested matter 
or a settlement thereof an Allowed Claim, then such Allowed Claim 
will be paid in full by the issuance and distribution to the 

                                                         Page 23
<PAGE>

Claimant of shares of Plan Common Stock (subject to the Reverse 
Stock Split) which are valued as set forth in this Plan.

          (f)  Class 6 - Post-petition Selling Debenture Claims. 
 All Allowed Post-petition Selling Debenture Claims shall be paid 
by the issuance and distribution to holders of such Claims shares 
of Plan Common Stock having an aggregate value determined as set 
forth in this Plan equal to the full amount of the Allowed Post-
petition Selling Debenture Claims (such limited amount being 
defined below), subject to the Reverse Stock Split.  Claimants' 
undisputed Claims in this Class 6 shall be Allowed (regardless of 
the amount of the Claim actually filed by the Claimants) ONLY in 
the amount specified herein (see Column 2 of Exhibit "E" attached 
hereto).  Specifically, the limited amount of the Allowed Claim in 
Class 6 shall only be in the amount of SEVENTY PERCENT (70%) of  
the a) price paid by the Claimant to purchase the Debenture (such 
price shall not include any additional amount paid by the Claimant 
related to interest which had accrued on the Debenture which was 
added to the net amount of the purchase price when the Debenture 
was purchased except that any additional amount paid by the 
Claimant related to interest which had accrued on the Debenture on 
or after August 16, 1991 but prior to December 5, 1991 shall be 
added to the price paid by the Claimant to purchase the Debenture) 
less b) the amount received by the Claimant when the Debenture was 
sold (for purposes of determining the amount received by the 
Claimant any additional amount received by the Claimant for 
interest which had accrued on the Debenture shall be included in 
calculating the amount received).  Reasonable commissions or other 
miscellaneous charges, if any and only to the extent such were 
readily determinable from the filed Proofs of Claim or the 

                                                         Page 24
<PAGE>

supporting documentation attached thereto, shall be included when 
determining the amounts paid and received by the Claimants in this 
Class.  The Allowed Amount of the undisputed Claims in this Class 
6 set forth in Column 2 of Exhibit "E" constitute Estimated 
Amounts pursuant to, inter alia, 11 U.S.C. Section 502(c) of a 
contingent or unliquidated Claim.  Any Claimant in this Class 6 who 
objects to such Estimated Amount must file a written objection with 
the Bankruptcy Court (and serve a copy on the Trustee) not later 
than ten (10) days prior to the start of the Confirmation Hearing; 
failure to timely object to the Estimated Amount of the Claim shall 
result in the Claimant being deemed to have accepted the Estimated 
Amount set forth in Column 2 of Exhibit "E" as the Allowed Amount. 
 If such an objection to the Estimated Amount is timely filed by a 
Class 6 Claimant, then the Trustee may object to the Claimant's 
ENTIRE Claim on any basis and the Bankruptcy Court shall 
subsequently determine in a contested matter the allowable amount, 
if any, of the Claimant's Class 6 Claim; if such objecting Claimant 
obtains in the contested matter or a settlement thereof an Allowed 
Claim, then such Allowed Claim will be paid in full by the issuance 
and distribution to the Claimant of shares of Plan Common Stock 
(subject to the Reverse Stock Split) which are valued as set forth 
in this Plan.

          (g)  Class 7 - Limited Partner Claims.  All Allowed 
Limited Partner Claims shall be paid by the issuance and 
distribution to holders of such Claims shares of Plan Common Stock 
having an aggregate value determined as set forth in this Plan 
equal to the full amount of the Allowed Limited Partner Claims 
(such limited amount being determined as set forth below), subject 
to the Reverse Stock Split.  Claimants' Claims in this Class 7 
shall be Allowed (regardless of the amount of the Claim actually 
filed by the Claimants) ONLY in the amount specified herein (see 
Column 2 of Exhibit "F" attached hereto).  Specifically, the 

                                                         Page 25
<PAGE>

limited amount of the Allowed Claim in Class 7 shall be in the 
amount of TWENTY-FIVE PERCENT (25%) of the original purchase price 
paid by the Claimant to acquire the Claimant's interest in the 
limited partnership.  Commissions and other miscellaneous charges, 
if any, shall not be included in the purchase price when 
calculating the Allowed Claim for Claimants in this Class.  The 
Allowed Amount of the Claims in this Class 7 set forth in Column 2 
of Exhibit "F" constitute Estimated Amounts pursuant to, inter 
alia, 11 U.S.C. Section 502(c) of a contingent or unliquidated 
Claim.  Any Claimant in this Class 7 who objects to such Estimated 
Amount must file a written objection with the Bankruptcy Court (and 
serve a copy on the Trustee) not later than ten (10) days prior to 
the start of the Confirmation Hearing; failure to timely object to 
the Estimated Amount of the Claim shall result in the Claimant 
being deemed to have accepted the Estimated Amount set forth in 
Column 2 of Exhibit "F" as the Allowed Amount.  If such an 
objection to the Estimated Amount is timely filed by a Class 7 
Claimant, then the Trustee may object to the Claimant's ENTIRE 
Claim on any basis and the Bankruptcy Court shall subsequently 
determine in a contested matter the allowable amount, if any, of 
the Claimant's Class 7 Claim; if such objecting Claimant obtains in 
the contested matter or a settlement thereof an Allowed Claim, then 
such Allowed Claim will be paid as an Allowed Class 9 Section 
510(b) Equity Claim.

          (h)  Class 8 - Deeply Subordinated Claims.  As set forth 
on Exhibit "G" attached hereto, the Deeply Subordinated Claims 
total $8,945,000.00.  Such Deeply Subordinated Claims shall be paid 
by the issuance and distribution to holders of such Claims shares 
of Plan Common Stock having an aggregate value determined as set 
forth in this Plan equal to ten percent (10%) of each Claimant's 

                                                         Page 26
<PAGE>

Deeply Subordinated Claim, subject to the Reverse Stock Split.

          (i)  Class 9 - Section 510(b) Equity Claims.  Claimants' 
Claims in this Class 9 shall be Allowed (regardless of the amount 
of the Claim actually filed by the Claimants) ONLY in the amount 
which is listed as undisputed on Exhibit "H" and in Column 3 of 
Exhibit "I" both of which are attached hereto and incorporated 
herein.  Specifically, the Allowed Amount of each such Claim in 
this Class 9 shall be in the amount of a) the price paid by the 
Claimant to purchase the Existing Common Stock which is the subject 
of the Claim less b) the amount received by the Claimant when such 
Existing Common Stock was sold.  Reasonable commissions (and other 
miscellaneous charges), if any and only to the extent such were 
readily determinable from the filed Proofs of Claim or the 
supporting documentation attached thereto, will be a) added to the 
purchase price of the subject Existing Common Stock when 
calculating the price paid by the Claimant to purchase the Existing 
Common Stock, and b) subtracted from the sales price received by 
the Claimant when the Existing Common Stock was sold.  For purposes 
of calculating the above "amount received by the Claimant when 
such Existing Common Stock was sold", if the Claimant was the 
owner of such shares of Existing Common Stock at the time of the 
filing of its Proof of Claim then the "amount received" for 
purposes of determining the Allowed Amount of the Claimant's Class 
9 Claim shall be either a) the sales price (after deducting for 
reasonable commissions and other sale costs if such were readily 
determinable from the sales documentation provided to the Trustee) 
at which the Claimant sold the subject Existing Common Stock 
(provided the Claimant has given the Trustee written evidence of 

                                                         Page 27
<PAGE>

such sales price before the filing of this Plan) or b) if the 
Claimant has not so provided the Trustee with written evidence of 
the sales price (or has not sold the subject stock), then at the 
per share value of the Plan Common Stock as valued pursuant to this 
Plan.  Exhibit "I" reflects the Allowed (unless listed as 
disputed) Section 510(b) Equity Claims in Class 9 where the 
Claimant has NOT provided the Trustee with written evidence of the 
sales price of the Existing Common Stock and Exhibit "H" reflects 
the Allowed (unless listed as disputed) Section 510(b) Equity 
Claims in Class 9 where the Claimant has provided the Trustee with 
such written evidence of the sales price of the Existing Common 
Stock.  All of the Allowed Section 510(b) Equity Claims  (with an 
adequate Reserve for Disputed Claims) will be combined with the 
Class 10 Cigna Claim and such combined Classes (9 and 10) will be 
issued 11,686,723 shares of Plan Common Stock to be Pro Rata 
divided among such Claimants in Classes 9 and 10, subject to the 
Reverse Stock Split.  The undisputed Allowed Amount of the Claims 
in this Class 9 set forth on Exhibit "H" and in Column 3 of 
Exhibit "I" constitute Estimated Amounts pursuant to, inter alia, 
11 U.S.C. Section 502(c) of a contingent or unliquidated Claim.  
Any Claimant in this Class 9 who objects to such Estimated Amount 
must file a written objection with the Bankruptcy Court (and serve 
a copy on the Trustee) not later than ten (10) days prior to the 
start of the Confirmation Hearing; failure to timely object to the 
Estimated Amount of the Claim shall result in the Claimant being 
deemed to have accepted the Estimated Amount set forth on Exhibit 
"H" and in Column 3 of Exhibit "I" as the Allowed Amount.  If 
such an objection to the Estimated  Amount is timely filed by a 
Class 9 Claimant, then the Trustee may object to the Claimant's 
ENTIRE Claim on any basis and the Bankruptcy Court shall 
subsequently determine in a contested matter the allowable amount, 

                                                         Page 28
<PAGE>

if any, of the Claimant's Class 9 Claim; if such objecting Claimant 
obtains in the contested matter or a settlement thereof an Allowed 
Claim, then the Claimant will be paid by distributions (issuance of 
Plan Common Stock as valued pursuant to this Plan, subject to the 
Reverse Stock Split) as set forth in this Article 4.2(i) of this 
Plan.

          (j)  Class 10 - Cigna Claim.  The Allowed Cigna Claim 
will be treated as an Allowed Section 510(b) Equity Claim in the 
amount of eleven million dollars ($11,000,000.00).  Said Class 10 
Cigna Claim shall be combined with the Class 9 Allowed Section 
510(b) Equity Claims (also taking into account any Disputed Claim 
Reserve for Class 9 Claimants) and such combined Classes (9 and 10) 
will receive issued Plan Common Stock (as valued pursuant to this 
Plan, subject to the Reverse Stock Split) in accordance with the 
division formula set forth in Article 4.2(i) of this Plan.

          (k)  Class 11 - Equity Interests.  The holders of the 
Existing Common Stock on the  Effective Date, other than Existing 
Common Stock held by the Trustee or the shares held by the Debtor 
or the Estate as treasury stock, shall retain such Existing Common 
Stock.  As set forth in this Plan, the Interestholders' legal, 
equitable and contractual rights to which such Interest in the 
Reorganized Debtor entitles the holder of such Interest in the 
Reorganized Debtor shall be unaltered.  The Interestholders shall 
retain the 11,686,723 shares of Existing Common Stock, subject to 
the Reverse Stock Split.  The Existing Common Stock held by the 
Trustee or the Existing Common Stock held by the Estate or the 
Debtor as treasury stock shall, upon the Effective Date, be 
delivered to the Reorganized Debtor and canceled; i.e., the 
Reorganized Debtor shall hold such canceled stock as authorized, 
but not issued, common stock of the Reorganized Debtor.

                                                         Page 29
<PAGE>

     4.3  Post-petition Interest, Fees, Costs or Other Charges. 
Post-petition interest shall be paid in Cash to holders of Allowed 
Claims in Classes 1, 2, 3 and 4 but only as expressly provided in 
paragraphs (a), (b) and (c) below.  Except for Classes 1, 2, 3 and 
4 as set forth in this Article 4.3, no other Classes,  Claimants or 
Interestholders shall be paid post-petition interest.

          (a)  Post-petition Interest to Other Priority Claims 
(Class 1) and Trade and Other Claims (Class 3).  Simple interest 
without compounding on Allowed Class 1 Claims and Allowed Class 3 
Claims at the rate of five and one-half percent (5 1/2%) per annum 
from the Petition Date to the Distribution Date.

          (b)  Post-petition Interest to Bank Debt (Class 2).  
Simple interest without compounding on Allowed Bank Debt Claims 
(Class 2) i) at the rate of 8.03% per annum from the later of the 
Petition Date, or such date as the Claimant actually advanced money 
to or for the benefit of  the Debtor or the Estate (as set forth on 
Exhibit "B"), to December 5, 1997, and ii) at the rate of 8.10% 
per annum from December 6, 1997 until the Distribution Date.

          (c)  Post-petition Interest to Debenture Claims (Class 
4).  Simple interest without compounding payable to the Indenture 
Trustee for distribution for the benefit of the Class 4 Claimants 
in accord with Articles 4.2(d) and 5.2 of this Plan on the 
$64,750,168.95 Allowed Debenture Claim at the rate of 7.32% per 
annum from the Petition Date to the Distribution Date.

          (d)  No Post-petition Fees, Costs, Charges or Substantial 
Contribution Claims.  Except as otherwise expressly provided in 
this Plan, no Class, Claimant or Interestholder will receive any 
payment on or be allowed any Claim or Interest of any kind 

                                                         Page 30
<PAGE>

whatsoever for any post-petition costs, late fees, penalties,  
default fees, attorneys' or other professional fees, or other 
charges of any kind whatsoever.  No Class, Claimant or 
Interestholder may seek or request the allowance or payment of or 
have any Allowed Claim for any "substantial contribution" or 
similar Claim under Sections 503(b)(3) or (4) of the Bankruptcy 
Code.

     4.4  Discretionary Notes and Halcyon Payment.  Claimants 
Halcyon and CoMac Partners L.P. (or affiliates of CoMac Partners 
L.P., collectively "CoMac") possess large Allowed Claims in 
several Classes, including but not limited to Allowed Claims in 
Class 4.  In lieu of a portion of the Cash distributions to which 
said Claimants are entitled as set forth in Article 4.2(d) of this 
Plan, said Claimants have agreed to, as permitted by Section 
1123(a)(4) of the Bankruptcy Code, and shall accept promissory 
notes, in the form set forth on Exhibit "J" which is attached 
hereto and incorporated herein, in equal amounts totaling an amount 
up to $3.25 million (up to $1,612,500.00 each).  It shall be in the 
Trustee's sole and absolute discretion to determine, at the 
Distribution Date, whether to pay said Claimants' Class 4 Claims 
wholly in Cash or to pay said Claimants' Class 4 Claims partly in 
Cash and partly with the Discretionary Notes (which notes shall 
collectively total not less than $500,000.00 and not more than 
$3,250,000.00).  If the Trustee does elect to pay said Claimants' 
Class 4 Claims in part with the Discretionary Notes, then i) 
Halcyon will receive one of the Discretionary Notes and the Cash to 
which Halcyon would have otherwise been entitled pursuant to 
Article 4.2(d) of this Plan will be proportionately reduced and ii) 
CoMac will receive one of the Discretionary Notes and the Cash to 
which CoMac would have otherwise been entitled pursuant to Article 
4.2(d) of this Plan will be proportionately reduced.  The 
Discretionary Notes, if issued, will be delivered by the Trustee to 
the Indenture Trustee and the Indenture Trustee will then deliver 
the Discretionary Notes to Halcyon and CoMac in partial 

                                                         Page 31
<PAGE>

satisfaction of the Cash payment to which Halcyon and CoMac would 
have otherwise been entitled pursuant to Article 4.2(d) of this 
Plan.  The Discretionary Notes will bear simple interest at the 
rate of ten percent (10%) per annum from the Distribution Date 
until they are paid in full.  The Discretionary Notes, with all 
accrued interest thereon, will be payable in full in one lump sum 
one (1) year after the Distribution Date.  The Discretionary Notes 
may be prepaid, in whole or in part, at any time without penalty, 
with any payments first being applied to accrued interest and the 
balance to the reduction of principal.  All payments on the 
Discretionary Notes shall be made by the Reorganized Debtor 
directly to the holders of the Discretionary Notes.  Until the 
Discretionary Notes are paid in full, the Reorganized Debtor may 
not incur debt other than trade debt in the ordinary course of 
business; this limitation applies only to the Reorganized Debtor 
and does not apply to any of the Reorganized Debtor's Subsidiaries. 
In addition to all other distributions to which Halcyon is 
entitled pursuant to this Plan, at the Distribution Date the 
Trustee shall pay to Halcyon the sum of four hundred thousand 
dollars ($400,000.00) in Cash as a settlement of Halcyon's Claim, 
pursuant to its loan documents, for post-petition attorneys' fees. 
No other Claim by any Claimant or Interestholder for post-petition 
attorneys' fees shall be Allowed in respect of Classes 1 through 
11.

                            ARTICLE V
                      IMPLEMENTATION OF PLAN

     5.1  The Reorganized Debtor.

          (a)  Management of Reorganized Debtor.  The Reorganized 

                                                         Page 32
<PAGE>

Debtor will have a seven (7) member board of directors.  One 
director may be the Trustee. One director shall be Steven H. 
Stepanek, the current President of Bonneville Fuels Corporation. 
One director shall be selected by Wellhead Electric Company.  All 
other  directors will be selected by the Trustee at his sole and 
exclusive discretion.  All officers of the Reorganized Debtor will 
remain the same as the Debtor until the first meeting of the board 
of directors of the Reorganized Debtor at which time the board will 
elect the officers of the Reorganized Debtor; the board shall also 
set the terms and conditions of employment for the Reorganized 
Debtor's officers and other employees.  This Plan shall not alter 
or affect the rights of the holders of the common stock of the 
Reorganized Debtor to elect or remove directors, as set forth in 
Bonneville's by-laws.

          (b)  The Reorganized Debtor Corporate Documents. To the 
extent that amendments to the Debtor's articles of incorporation 
and/or by-laws are i) required by law, ii) provided for in this 
Plan, or iii) deemed appropriate by the Trustee in order to 
implement this Plan, such amendments will be effectuated by no 
later than the Effective Date in accordance with the Reorganized 
Debtor's Corporate Documents and Delaware corporate law.  The 
Reorganized Debtor Corporate Documents shall, among other matters, 
provide 1) that the Reorganized Debtor shall be prohibited pursuant 
to Section 1123(a)(6) of the Bankruptcy Code from issuing non-
voting equity securities and 2) for the satisfaction of the other 
terms and provisions of this Plan which are required to be 
reflected therein. 

     5.2  Provisions Concerning Plan Distributions.

          a)  Disbursing Agents.  The Trustee, or such Disbursing 

                                                         Page 33
<PAGE>

Agent (or Agents) as the Trustee, in his sole discretion, employs, 
shall make all distributions and deliveries required under this 
Plan.  For purposes of distributions to Class 4 Claimants 
(including payment of post-petition interest as specified in 
Article 4.3(c) of this Plan to Class 4 Claimants), such 
distributions shall be made by the Trustee to the Indenture Trustee 
and remitted by the Indenture Trustee to the Class 4 Claimants in 
accordance with their interests as provided in Articles 4.2(d) and 
4.4 of this Plan.

          (b)  Surrender of Debentures or Instruments.  As a 
condition to the receipt of any distribution under this Plan by any 
Claimant holding an Allowed Claim against the Debtor or the Estate, 
such Claimant shall be required to surrender to the Trustee or the 
Disbursing Agent, as the case may be, the Debenture or other 
instruments (e.g., promissory notes or other negotiable 
instruments), if any, evidencing the indebtedness or Debenture 
giving rise to such Claimant's Allowed Claim, and the Trustee or 
the Disbursing Agent shall mark the Debenture or instrument so 
surrendered as "canceled" or "paid in full".  In the event of 
any lost or destroyed Debenture or instruments, the putative holder 
thereof shall be required to deliver to the Trustee or the 
Disbursing Agent an affidavit of loss or destruction, as well as an 
agreement to indemnify the Estate, the Debtor, the Trustee, the 
Reorganized Debtor and the Disbursing Agent, such agreement to be 
in a form and substance reasonably acceptable to the Trustee, the 
Reorganized Debtor, and the Disbursing Agent, and to include, if 
requested by the Trustee or the Disbursing Agent, an appropriate 
bond or other surety.  Notwithstanding the foregoing, the Trustee 
shall make distributions to the Indenture Trustee without receiving 
the instruments evidencing the Debentures; provided, however, that 
the Indenture Trustee shall not remit any part of the fund so 
distributed to any Class 4 Claimant unless such Claimant surrenders 
the instruments evidencing the Debentures giving rise to such 

                                                         Page 34
<PAGE>

Claimant's Allowed Class 4 Claim or provides such affidavit of 
loss, indemnity agreement and bonds or other surety as required by 
the Trustee or the Indenture Trustee.

         (c)  Unsurrendered Debentures or Other Instruments.  Two 
(2) years after the Effective Date, any Claimant holding an Allowed 
Claim against the Debtor or the Estate who has not surrendered the 
Debenture or other instruments evidencing such Claimant's Claim, as 
set forth in Article 5.2(b) of this Plan, will forfeit such 
Claimant's right to receive any distribution under this Plan in 
respect of such Debenture or other instrument, and any and all 
Claims possessed by the Claimant against the Trustee, the Debtor, 
the Estate, the Reorganized Debtor or the Disbursing Agent in 
respect of such Debenture or other instrument which were not 
earlier discharged shall be discharged and forever barred.  Upon 
the expiration of two (2) years after the Effective Date, the 
Indenture Trustee shall deliver to the Reorganized Debtor (or its 
successor-in-interest, if any) all Cash not claimed by a Claimant 
possessing an Allowed Debenture Claim with all interest earned 
thereon by the Indenture Trustee, and such Debenture Claimant will 
forfeit its right to receive any distribution under this Plan and 
any and all claims under this Plan or otherwise possessed by such 
Debenture Claimant against the Trustee, the Debtor, the Estate, the 
Reorganized Debtor or the Indenture Trustee which were not earlier 
discharged shall be discharged and forever barred.

          (d)  Whole Shares of Plan Common Stock.  The Plan Common 
Stock shall be distributed only in whole share numbers which when 
divided by four equal integers.  No fractional shares and no whole 
shares which when divided by four does not equal an integer shall 
be distributed to the Claimants holding Allowed Claims.  Each time 
a distribution of the Plan Common Stock is to be made under this 

                                                         Page 35
<PAGE>

Plan to a Claimant holding an Allowed Claim and such distribution 
would include a fractional share or would include whole shares 
which when divided by four would not equal an integer, then the 
distribution of such Plan Common Shares shall be rounded, either 
upwards or downwards (as the case may be), to the nearest whole 
share amount which when divided by four would equal an integer.  
For example, if a Claimant were entitled pursuant to this Plan to 
receive between 100.01 shares and 101.99 shares of Plan Common 
Stock, then the distribution would be rounded down and such 
Claimant would receive 100 shares of Plan Common Stock; if a 
Claimant were entitled pursuant to this Plan to receive between 
102.00 and 103.99 shares of Plan Common Stock, then the 
distribution would be rounded up and such Claimant would receive 
104 shares of Plan Common Stock.  Notwithstanding anything to the 
contrary contained in this Article 5.2(d), the Trustee may, at his 
sole election, settle any such fractional share or shares not 
yielding an integer when divided by four in Cash (calculated at the 
per-share value of the Plan Common Stock as established by the 
Bankruptcy Court at the Confirmation Hearing).  Also see Article 
5.2(e) of this Plan.

          (e)  Cash in Lieu of Small Stock Distribution.  At the 
sole and exclusive election of the Trustee, the Trustee may 
distribute to any Claimant in Classes 5 through 9, inclusive, who 
otherwise would be entitled under this Plan to receive four hundred 
(400) or fewer shares of Plan Common Stock before the Reverse Stock 
Split, Cash in lieu of such shares.  The amount of Cash to be paid 
to any such Claimant pursuant to this Article 5.2(e) is the per 
share value of the Plan Common Stock (before the Reverse Stock 

                                                         Page 36
<PAGE>

Split) as established by the Bankruptcy Court at the Confirmation 
Hearing.

     5.3  Transactions on Business Days.  If the Effective Date, or 
any other date on which a transaction may occur under this Plan, 
shall occur on a day that is not a Business Day, the transactions 
contemplated by this Plan to occur on such day shall occur instead 
on the next succeeding Business Day.

     5.4  Disputed Claims .

          (a)  Objection Deadline.  Except as otherwise provided in 
this Plan, as soon as practicable, but in no event later than six 
(6) months after the latter of 1) the Effective Date, or 2) the 
date a Proof of Claim is filed, unless otherwise ordered by the 
Bankruptcy Court, objections to Claims shall be filed with the 
Bankruptcy Court and served only upon the Claimants holding such 
Claims  to which objections are made and served upon the Trustee 
and the United States Trustee.  Once a Final Confirmation Order is 
effective, no objection may be filed or prosecuted relating to a 
Claim which is Allowed as set forth in this Plan, including but not 
limited to those Allowed Claims specified on Exhibits "A" through 
"I", inclusive.

          (b)  No Interest.  Holders of Disputed Claims that 
become, in whole or in part, Allowed Claims and holders of Allowed 
Claims described in the last sentence of Article 11.3 of this Plan 
shall not receive interest (i.e., interest accruing after the 
Distribution Date) on the Disputed or subsequently Allowed Claim or 
on funds reserved for such Claims unless otherwise ordered by the 
Bankruptcy Court.  Any interest which is paid or accrued after the 
Distribution Date relating to any Disputed Claim (or a reserve for 

                                                         Page 37
<PAGE>

a Disputed Claim) or an Allowed Claim described in the last 
sentence of Article 11.3 will be paid to or accrued for the benefit 
of the Reorganized Debtor unless otherwise ordered by the 
Bankruptcy Court or required by law in which case only the interest 
actually earned shall be paid to the Claimant whose Claim was 
Disputed.  After the Distribution Date, no interest shall accrue on 
any Claim, regardless of any interest which may have been actually 
paid to (or accrued for the benefit of) the Reorganized Debtor on 
any funds which will be used to pay such Claim.

          (c)  Prosecution of Objections and Compromises of Claims. 
After the start of the Confirmation Hearing, only the Trustee  
shall have authority to file objections, litigate to judgment, 
settle, or withdraw objections to Disputed Claims unless the 
Trustee, in his sole and absolute discretion, authorizes, in 
writing, other parties-in-interest to do so.  After the Effective 
Date, the Trustee, or the Reorganized Debtor (but only with a 
unanimous resolution by its board of directors), may compromise or 
settle any Disputed Claim in which less than $100,000.00 in Cash or 
Plan Common Stock (as valued in this Plan, subject to the Reverse 
Stock Split), would be paid or distributed to settle the dispute 
without notice to other parties-in-interest and without approval of 
the Bankruptcy Court.  If the amount to be paid or distributed to 
settle the dispute is equal to or greater than $100,000.00, then 
such settlement or compromise shall require Bankruptcy Court 
approval upon ten (10) days notice by mail with notice to only 
those parties-in-interest which have filed after the Confirmation 
Hearing a notice with the Bankruptcy Court (and served a copy on 
both the Trustee and his general counsel) specifically requesting 

                                                         Page 38
<PAGE>

notification of such post-Effective Date settlements and to the 
United States Trustee.

          (d)  Establishment of Disputed Claims Reserve.  
Notwithstanding any other provision of this Plan, no assets or 
property shall be distributed under this Plan on account of any 
Disputed Claim.  For all Disputed Claims the Trustee shall 
establish and hold, in trust, reserves (each such reserve being 
herein called a "Disputed Claims Reserve") with respect to each 
Class of Claims (and Administrative Claims) in which there exists 
a Disputed Claim and place in each Disputed Claims Reserve the 
assets and property (including Cash or issued Plan Common Stock, as 
the case may be) to be distributed on account of such Disputed 
Claims pursuant to Article IV hereof, to the extent such Disputed 
Claims become Allowed.  

          (e)  Determination of Disputed Claims Reserve.  The 
Trustee shall determine for each Class of Claims (and 
Administrative Claims) the amount of the respective Class 
allocation, and other assets and property (including Cash or issued 
Plan Common Stock, as the case may be) sufficient to fund each 
Disputed Claims Reserve established with respect to any Class of 
Claims.   No reserves shall be created for any Late Claims and no 
Late Claims shall be Allowed for any reason. Upon request of the 
Trustee, the Bankruptcy Court may estimate and determine by an 
Estimation Order the Estimated Amount of Claims in each Class (and 
Administrative Claims) for which a Disputed Claims Reserve has been 
established and the Trustee shall then include within the 
applicable Disputed Claim Reserve the Amount (in the form of Cash 
or issued Plan Common Stock, as the case may be) so Estimated by 
the Bankruptcy Court.  If the Trustee elects not to request such an 

                                                         Page 39
<PAGE>

Estimation Order from the Bankruptcy Court with respect to any 
Disputed Claim, then the Trustee will include within the applicable 
Disputed Claims Reserve, the amount the holder of such Disputed 
Claim would be entitled to receive under this Plan if such Claim 
were Allowed in the full amount asserted by such holder.  Any 
Claimant holding a Disputed Claim Estimated by the Bankruptcy Court 
will have recourse only to undistributed assets and property in the 
Disputed Claims Reserve for the Class in which such Disputed Claim 
has been placed and such Claimant will have no recourse of any kind 
to the Trustee, the Debtor, or the Reorganized Debtor should the 
Allowed Claim of such Claimant, as finally determined by a Final 
Order, exceed such Estimated Amount.  Any hearing on any motion by 
the Trustee for an Estimation Order may be held on ten (10) days 
notice by mail only to the Claimant which is the subject of the 
Estimation Order, the United States Trustee, and those Claimants, 
Interestholders or other parties-in-interest who have filed after 
the Confirmation Hearing a notice with the Bankruptcy Court (and 
served a copy on both the Trustee and his general counsel) 
specifically requesting notice of any hearing on a motion by the 
Trustee for an Estimation Order.

          (f)  Distribution of Disputed Claims Reserve.  The assets 
and property held in each Disputed Claims Reserve will be 
distributed in accordance with Article 1.34 of this Plan by the 
Trustee to Claimants holding Disputed Claims as such Claims become 
Allowed by Final Order or as such Claims are settled by the 
Trustee; provided, however, that in accord with Article 5.4(b) of 
this Plan no Disputed Claim which later becomes an Allowed Claim 
will receive interest accruing after the Distribution Date; 
further, no holder of a Disputed Claim which becomes an Allowed 
Claim will receive any proceeds of redemption or regular or special 

                                                         Page 40
<PAGE>

dividends on the Plan Common Stock which had been reserved for such 
Claimant in the Disputed Claim Reserve.

          (g)  Unused Disputed Claims Reserve.  Unused portions of 
any Disputed Claims Reserve (with all interest paid or accrued 
thereon or any other proceeds) for Classes 1 through 7 shall be 
distributed to the Reorganized Debtor (or its successor-in-
interest); to the extent any such Disputed Claim Reserve for 
Classes 1 through 7 consists of issued Plan Common Stock, any 
unused or undistributed issued Plan Common Stock shall be returned 
to the Reorganized Debtor and held as treasury stock.   For Class 
9, if the total unused or undistributed shares of issued Plan 
Common Stock (before the Reverse Stock Split) is less than 200,000 
shares, then any unused or undistributed issued Plan Common Stock 
shall be returned to the Reorganized Debtor who will hold such 
returned Plan Common Stock as authorized but unissued common stock 
of the Reorganized Debtor; if the unused or undistributed shares of 
issued Plan Common Stock (before the Reverse Stock Split) exceeds 
200,000 shares, then the Trustee shall distribute, subject to the 
provisions of Article 5.2(d) and 5.2(e) of this Plan, such unused 
or undistributed shares of issued Plan Common Stock on a Pro Rata 
basis to the Allowed Class 9 and 10 Claimants who had previously 
received distributions of Plan Common Stock pursuant to this Plan.

     5.5  Withholding of Taxes and Tax Reporting Requirements.  The 
Trustee, the Indenture Trustee, the Debtor and the Reorganized 
Debtor shall, but only to the extent expressly required by 
applicable law, withhold federal, state, local or foreign taxes 
from any distributions made pursuant to this Plan.  Each Claimant 
and Interestholder shall be solely responsible for paying all 

                                                         Page 41
<PAGE>

applicable taxes attributable to the distributions received by the 
Claimant or the Existing Common Stock retained by the 
Interestholder pursuant to this Plan.  Upon request from the 
Trustee, the Indenture Trustee, the Debtor or the Reorganized 
Debtor, the Claimant or Interestholder shall promptly provide all 
data required to compute any withholding amounts or to permit 
proper reporting to the respective taxing authorities.   Failure to 
timely provide all data requested shall also entitle the Trustee, 
the Indenture Trustee, the Debtor or the Reorganized Debtor to 
withhold for tax purposes amounts as may be authorized by law from 
distributions to such Claimants without further notice or order.

     5.6  Stock Held by the Trustee or the Debtor.  Each share of 
Existing Common Stock held in treasury by the Debtor or the Estate 
and each share of Existing Common Stock held by the Trustee 
immediately before the Effective Date shall be delivered to the 
Reorganized Debtor and canceled; i.e., the Reorganized Debtor shall 
hold such canceled stock as authorized, but not issued, common 
stock of the Reorganized Debtor.

     5.7  Cancellation of Debentures.  Notwithstanding the 
cancellation of the Debentures on the Effective Date, the rights of 
holders of Allowed Debenture Claims to receive distributions on 
account of such Claims pursuant to this Plan shall not be impaired 
except as otherwise expressly provided in this Plan.  The 
Debentures shall not be canceled other than pursuant to the 
provisions of this Plan and, until such cancellation, the writing 
evidencing a Debenture shall be evidence of the entitlement of the 
holder of a Claim in respect thereof (Class 4) to receive 
distributions (through the Indenture Trustee) pursuant to this 
Plan.  The cancellation of the Debentures pursuant to the Plan 

                                                         Page 42
<PAGE>

shall not affect the rights, duties and obligations of the 
Indenture Trustee under the Indenture except as otherwise expressly 
provided in this Plan.

     5.8  Section 345 Compliance.  While the provisions of Section 
345(a) of the Bankruptcy Code will remain applicable to the Debtor, 
the Reorganized Debtor and the Trustee, upon entry of the 
Confirmation Order, neither the Debtor, the Reorganized Debtor, nor 
the Trustee shall be required to comply with the provisions of 
Section 345(b) of the Bankruptcy Code.  The United States Trustee 
will no longer be required to be a joint signatory on any account 
maintained by the Trustee.  Except as may be otherwise determined 
by the Trustee in his sole and absolute discretion, the Trustee 
shall remain in control of all Cash of the Estate until all 
distributions (including funding of Disputed Claim Reserves) as 
required by this Plan have been made.

     5.9  Unclaimed Property.  Any Plan Common Stock, Cash, or 
other assets and property to be distributed at any time under this 
Plan (including any distributions held by the Indenture Trustee) 
which remain unclaimed or otherwise not deliverable to the Person 
entitled thereto before the later of a) two (2) years after the 
Effective Date or b) sixty (60) calendar days after an Order 
allowing such Person's Claim has become a Final Order, shall become 
vested in, and shall be transferred and delivered to, the 
Reorganized Debtor (or its successor-in-interest, if any), with 
such unclaimed Plan Common Stock to be held by the Reorganized 
Debtor as treasury stock.  In such event, such Person's Claim shall 
no longer be deemed to be "Allowed" and such Person shall be 
deemed to have no further Claim in respect of such distribution and 
shall not participate in any further distributions under this Plan, 
and such Person shall have no claims of any kind against the 

                                                         Page 43
<PAGE>

Trustee, the Estate, the Debtor, the Reorganized Debtor, the 
Disbursing Agent or the Indenture Trustee and such claim shall be 
discharged and forever barred.  In such event, if the Indenture 
Trustee is in possession of any Cash which has not been claimed by 
a Claimant possessing an Allowed Debenture Claim, then the 
Indenture Trustee shall then deliver to the Reorganized Debtor (or 
its successor-in-interest, if any) any such Cash (with all accrued 
interest thereon) still held by the Indenture Trustee.

     5.10  Exoneration and Release.  Provided that the Debtor, 
current management, the Reorganized Debtor, the Trustee, or the 
Trustee's Professionals are not found by Final Order to have 
intentionally and materially harmed the Estate by willful 
misconduct resulting in personal gain other than Allowed fees for 
services rendered, they and each of them shall not be liable to any 
Claimant, Interestholder or other party with respect to any action, 
forbearance from action, decision, or exercise of discretion taken 
at any time on or after the Petition Date in connection with:  a) 
the administration or operation of the Debtor, the Debtor's 
Subsidiaries, or the Estate; b) the implementation of any of the 
transactions provided for, or contemplated in, this Plan or the 
Plan Documents; or c) the negotiation, drafting and implementation 
of the Plan and all Plan Documents, and the administration of this 
Plan or the assets and property (including any Cash to be 
distributed pursuant to this Plan and the Plan Documents).  The 
Debtor, current management, the Reorganized Debtor, the Trustee, 
and the Trustee's Professionals may rely upon the opinions of 
counsel, certified public accountants, and other experts or 
professionals employed by the Debtor, the Reorganized Debtor, or 
the Trustee, and such reliance shall conclusively establish they 
each did not willfully, intentionally and materially harm the 

                                                         Page 44
<PAGE>

Estate for personal gain.  All actions, suits or proceedings by any 
Claimant, Interestholder or other party in interest contesting any 
action by, or non-action of, the Debtor, current management, the 
Reorganized Debtor, the Trustee, or the Trustee's Professionals 
shall be brought solely in the Bankruptcy Court and the Estate and 
the Reorganized Debtor shall pay for the defense of, and adverse 
judgments suffered by, and settlements of, the Trustee and the 
Trustee's Professionals and current management as invoices are 
furnished to them; provided, however, that all funds advanced 
pursuant to this provision shall be returned by each defendant 
finally determined by Final Order to have willfully, intentionally 
and materially harmed the Estate for personal gain. 

     5.11  Form of Payments.  Payment to be made by the Trustee or 
the Disbursing Agent pursuant to this Plan shall be made by check 
drawn on a domestic bank or, in the discretion of the Trustee or 
the Disbursing Agent, by wire transfer from a domestic bank.

      5.12  Further Authorizations.  The Trustee and the 
Reorganized Debtor, if and to the extent necessary, may seek such 
orders, judgments, injunctions, and rulings that may be required to 
carry out further the intentions and purposes, and give full effect 
to the provisions, of this Plan.

     5.13  Plan Documents.  On or before the tenth day before the 
first scheduled Confirmation Hearing the Trustee shall file with 
the Bankruptcy Court unexecuted copies of Plan Documents known to 
be necessary at that time, together with all necessary exhibits or 
schedules thereto, as may be necessary or appropriate to effectuate 
the terms and conditions of this Plan.  Nothing herein shall 
preclude the Trustee from entering into additional Plan Documents 
as necessary or desirable, after confirmation of the Plan.

                                                         Page 45
<PAGE>

     5.14  Transfer Taxes.  The issuance, transfer or exchange of 
any of the Plan Common Stock issued under, or the transfer of any 
other assets or property pursuant to, this Plan or the Plan 
Documents, or the making or delivery of an instrument of transfer 
under this Plan or the Plan Documents, shall not (and the 
Confirmation Order may so order), be taxed under any law imposing 
a stamp tax, transfer tax or other similar tax.

     5.15  Recordable Order.  The Confirmation Order may be 
declared to be in recordable form, and shall be accepted by any 
recording officer for filing and recording purposes without further 
or additional orders, certifications, or other supporting 
documents.

      5.16  Claim Amendment and Late Claims.  No filed or scheduled 
Claim can be amended upwards after the Bankruptcy Court's approval 
of the Disclosure Statement without the written consent of the 
Trustee, and any such attempt to so amend a Claim shall be null and 
void.  No Late Claims or additional Claims of any kind whatsoever 
may be filed after the commencement of the Confirmation Hearing, 
and any such attempt to do so shall be null and void.  No Late 
Claims shall be Allowed for any reason unless such Late Claims are 
listed as Disputed on the Exhibits attached hereto in which event 
such Late Claims shall be Allowed only if so ordered by the 
Bankruptcy Court.  No reserves shall be created or held for 
unlisted Late Claims.  This Plan shall not alter, amend or affect 
the effectiveness of the Bankruptcy Court's previously entered 
"Order Establishing a Supplementary Claims Bar Date" dated 
September 10, 1996 and entered on September 11, 1996.

     5.17  Effectuating Documents; Further Transactions.  The 
Trustee shall be authorized to execute, deliver, file, or record 
such contracts, instruments, releases and other agreements or 

                                                         Page 46
<PAGE>

documents and take such actions as may be necessary or appropriate 
to effectuate and further evidence the terms and conditions of this 
Plan, and shall be authorized to certify or attest to any of the 
foregoing actions, without further notice, hearing or order.

     5.18  Corporate Action.  All matters provided for under this 
Plan and under the Plan Documents involving the corporate structure 
of the Debtor or the Reorganized Debtor or corporate action to be 
taken by, or required of the Trustee, the Debtor, or the 
Reorganized Debtor (including all previous post-petition actions 
taken by the Debtor or the Trustee) shall be deemed to have 
occurred and be effective as provided herein, and shall be 
authorized and approved in all respects without any requirement for 
further action by the stockholders or directors of the Debtor or 
the Reorganized Debtor.

     5.19  Time Bar to Cash Payments.  Checks issued by the 
Trustee, the Reorganized Debtor or by a disbursing agent in respect 
of Allowed Claims shall be null and void if not cashed within 
ninety (90) days of the date of issuance thereof.  Any amounts paid 
to a disbursing agent in respect of such a check shall be promptly 
returned to the Trustee by such disbursing agent upon the written 
request of the Trustee.  Requests for reissuance of any check shall 
be made in writing directly to the Trustee by the holder of the 
Allowed Claim with respect to which such check originally was 
issued.  Any claim in respect of such a voided check shall be made 
on or before the later of a) two (2) years after the Effective Date 
or b) ninety days after the date of issuance of such check.  After 
such date, all claims under the Plan in respect of void checks 
shall be discharged and forever barred.  After the Distribution 
Date, no interest shall accrue on any Claim (including any Claim 
which is entitled pursuant to this Plan to a Cash payment), 

                                                         Page 47
<PAGE>

regardless of any post-Distribution Date interest actually earned 
by the Trustee or the Reorganized Debtor on any funds which will be 
used to pay such Claim.

     5.20  United States Trustee Fees; 28 U.S.C. Section 
1930(a)(6).  All accrued and unpaid quarterly fees due to the 
United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) 
through the Confirmation Date shall be paid on the Effective Date. 
 Fees payable to the office of the United States Trustee pursuant 
to 28 U.S.C. Section 1930(a)(6) after the Confirmation Date shall 
be paid by the Reorganized Debtor to the extent required by 28 
U.S.C. Section 1930(a)(6) until entry of the final decree.

                           ARTICLE VI
                  EFFECTS OF PLAN CONFIRMATION

     6.1  Debtor Actions.  Except for those Debtor Actions which 
may be compromised and settled pursuant to this Plan, the Debtor 
Actions shall be preserved and retained by the Reorganized Debtor 
for enforcement subsequent to the Confirmation of this Plan, and on 
the Effective Date, such actions shall be assigned to and be vested 
in the Reorganized Debtor, as a "representative" of the Estate, 
appointed by the Bankruptcy Court for such purposes within the 
meaning of Section 1123(b)(3)(B) of the Bankruptcy Code.  Such 
Debtor Actions shall be so vested free and clear of all liens, 
security interests and other claims or causes of action.

     6.2  Discharge and Release of Claims.  Except as otherwise 
provided in this Plan, the entry of the Confirmation Order, as of 
the Effective Date, will act as a full and complete discharge of 
all Claims against the Debtor, the Estate, the Reorganized Debtor, 
current management, the Trustee and his Professionals of any nature 
whatsoever that arose, or has been asserted against, the Debtor or 
Estate at any time before the entry of the Confirmation Order or 
that arises from any pre-Confirmation conduct of the Debtor or the 

                                                         Page 48
<PAGE>

Estate whether or not the Claim is known to or knowable by the 
Claimant or Interestholder.  The discharge will become effective as 
to each Claim, whether or not the Claim constituted an Allowed 
Claim, whether or not the holder of the Claim voted to accept this 
Plan and whether or not the Claim was classified or treated in this 
Plan. The Confirmation Order shall be a judicial determination of 
discharge of all Claims against or liabilities of the Debtor and 
the Estate, and all successors thereto.  In addition, the 
Confirmation Order will operate as a general adjudication with 
prejudice, as of the Effective Date, of all pending legal 
proceedings against the Debtor or the Estate and its assets and 
properties as well as any proceedings not yet instituted against 
the Debtor or the Estate or its assets and properties, except as 
otherwise provided in this Plan.  Pursuant to Section 524 of the 
Bankruptcy Code, the discharge herein provided shall operate as an 
injunction against the prosecution of any Claim so discharged.  
This Plan shall not alter, amend or affect the effectiveness of the 
Bankruptcy Court's previously entered "Order Establishing a 
Supplementary Claims Bar Date" dated September 10, 1996 and 
entered on September 11, 1996.

     6.3  No Liability for Tax Claims.  Except for the Allowed 
Priority Tax Claims, no federal, state, local or foreign taxing 
entity or authority shall have any Allowed Claim of any kind 
against the Debtor, the Estate, the Trustee or the Reorganized 
Debtor for taxes, penalties or interest, if any, for any filed or 
amended income tax return or franchise tax return which was filed 
by Bonneville Pacific Corporation, the Debtor or the Estate (such 
returns having been filed on a consolidated basis) any time on or 
before sixty (60) days prior to the Effective Date. Section 505 of 
the Bankruptcy Code shall continue to be applicable for tax matters 

                                                         Page 49
<PAGE>

relating to the Debtor or the Reorganized Debtor for all tax 
periods during the Reorganization Case and during the consummation 
of this Plan.

     6.4  Revesting.  Except as otherwise expressly provided in 
this Plan (e.g., Disputed Claim Reserves, Cash retained by the 
Trustee in order to make distributions pursuant to this Plan, 
etc.), on the Effective Date, the Reorganized Debtor will be vested 
with all of the assets and property of its Estate, free and clear 
of all claims, liens, encumbrances, charges, and other interests of 
Claimants or Interestholders, and may operate its business free of 
any restrictions imposed by the Bankruptcy Code or by the 
Bankruptcy Court.  Such assets and property of the Estate include 
any and all rights of the Debtor or the Trustee which were granted 
by various Persons in settlement agreements which were approved by 
the Bankruptcy Court, such settlements having resolved litigation 
(or threatened litigation) initiated by the Trustee on behalf of 
the Estate, including but not limited to settlements reached in 
that certain litigation entitled SEGAL V. PORTLAND GENERAL, ET AL., 
United States District Court for the District of Utah, Case No. 
92C-364J, and severed cases related thereto.

     6.5  Permanent Injunction.  Except as otherwise expressly 
provided in this Plan, all Persons who have held, hold or may hold 
Claims or Interests are permanently enjoined on and after the 
Confirmation Date from: a) commencing or continuing in any manner 
any action or other proceeding of any kind with respect to any such 
Claim or Interest against the Debtor, the Estate, the Reorganized 
Debtor, the Trustee, the Trustee's Professionals, Affiliates, 
Subsidiaries, or any of their respective officers, directors, 
employees with respect to any such Claim or Interest; b) the 
enforcement, attachment, collection or recovery by any manner or 
means of any judgment, award, decree, or order against the Estate, 

                                                         Page 50
<PAGE>

the Debtor, the Reorganized Debtor, the Trustee, the Trustee's 
Professionals, Affiliates, Subsidiaries, or any of their respective 
officers, directors, employees with respect to any such Claim or 
Interest; c) creating, perfecting or enforcing any encumbrance of 
any kind against the Estate, the Debtor, the Reorganized Debtor, 
the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, 
or any of their respective officers, directors, employees or 
against the property of the Debtor, the Estate, the Reorganized 
Debtor, the Trustee, the Trustee's Professionals, Affiliates, 
Subsidiaries, or any of their respective officers, directors, 
employees with respect to any such Claim or Interest; d) asserting 
any setoff, right of subrogation, or recoupment of any kind against 
any obligation due the Debtor, the Estate, the Reorganized Debtor, 
the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, 
or any of their respective officers, directors, employees or 
against the property of the Debtor, the Estate, the Reorganized 
Debtor, the Trustee, the Trustee's Professionals, Affiliates, 
Subsidiaries, or any of their respective officers, directors, 
employees with respect to any such Claim or Interest; and e) any 
act, in any manner, in any place whatsoever, that does not conform 
to, or comply with, the provisions of this Plan or the Plan 
Documents; provided, however, that such permanent injunction shall 
not impair the rights of the Reorganized Debtor to prosecute any 
Debtor Action.  Further, this Plan shall not alter, amend or affect 
the effectiveness of the Bankruptcy Court's previously entered 
"Order Establishing a Supplementary Claims Bar Date" dated 
September 10, 1996 and entered on September 11, 1996.

     6.6  Disallowed Claims.  The filing of this Plan and its 
submission to Claimants holding all Claims against  the Estate 
shall constitute an objection to all Claims that are not Allowed as 

                                                         Page 51
<PAGE>

set forth in this Plan.  On and after the Effective Date, the 
Debtor and the Estate will be fully and finally discharged of any 
obligation on a Disallowed Claim, and any order or judgment 
creating a Disallowed Claim which is not a Final Order as of the 
Effective Date solely because of a Person's right to move for 
reconsideration of such Order or judgment pursuant to Sections 
502(e)(2) and/or 502(j) of the Bankruptcy Code and Bankruptcy Rule 
3008 shall nevertheless become and be deemed a Final Order on the 
Effective Date.  The Confirmation Order, except as otherwise 
expressly provided in this Plan, shall constitute a Final Order 
disallowing all Claims to the extent such Claims  are not Allowed 
as set forth in this Plan or are not expressly designated as  
Disputed Claims in this Plan, including, but not limited to, 
disallowing all time-barred Claims, Claims for unmatured interest 
and any Claims for penalties or punitive damages.

                          ARTICLE VII
      TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     7.1  Rejection of Executory Contracts.  This Plan constitutes 
and incorporates a motion by the Trustee, pursuant to Section 365 
of the Bankruptcy Code, to reject any and all executory contracts 
and unexpired leases of the Debtor, except:  a) those which, before 
the Confirmation Date, have been rejected or assumed pursuant to an 
Order of the Bankruptcy Court or be the subject of pending motions 
by the Trustee to reject or assume pursuant to Section 365 of the 
Bankruptcy Code; b) those executory contracts and unexpired leases 
specifically designated on the schedule attached as Exhibit "J" 
hereto which are to be assumed, or assumed and assigned where 
applicable, by the Trustee (which list may be further amended or 
supplemented prior to the Confirmation of this Plan); and c) those 
which are specifically treated otherwise in this Plan.  Executory 
contracts (in addition to those which appear on Exhibit "K", if 

                                                         Page 52
<PAGE>

any) which are hereby expressly assumed in this Plan by the Debtor 
(and assigned to the Reorganized Debtor) are: 1) the "Office 
Building Lease" agreement between KTR/Dorn, LLC as successor in 
interest to 50 West Broadway Associates as landlord and Bonneville 
Pacific Corporation as tenant, dated February 14, 1996, and any 
extensions thereof, concerning the Debtor's lease of its Salt Lake 
office space; 2) the 1992 Legal Representation Agreement between 
the Trustee and the law firm of Beus, Gilbert & Morrill; and 3) 
those contracts in any way related to a) the NCA # 1 power project 
located near Las Vegas, Nevada (including the Debtor's guarantee of 
the tax exempt financing relating to such project); b) Bonneville 
Pacific Services Company, Inc.; c) Bonneville Fuels Corporation or 
its affiliates or subsidiaries; and d) the Kyocera power project 
located near San Diego, California.  All of the aforesaid executory 
contracts expressly assumed in the Plan are current and, therefore, 
there are no defaults to be cured.  The Trustee on behalf of the 
Debtor hereby expressly rejects any and all prepetition contracts 
related to stock options (relating to the Existing Common Stock) 
previously granted to the Debtor's officers, directors or employees 
or to any other Person.

     7.2  Damages Upon Rejection.  The Bankruptcy Court shall 
determine the dollar amount, if any, of the Claim of any Claimant 
seeking damages by reason of the rejection of any such executory 
contract or unexpired lease; provided such Claimant files a Proof 
of Claim in the Bankruptcy Court before thirty (30) calendar days 
following the Confirmation Date; if no proof of claim is timely 
filed then the Claimant will have no Claim of any kind against the 
Estate, the Debtor or the Reorganized Debtor and shall have no 
claim of any kind under the Plan.  To the extent such damages are 

                                                         Page 53
<PAGE>

finally Allowed by the Bankruptcy Court, such Claimants shall 
thereafter become Claimants holding Class 3 Claims, and shall 
receive distributions as Claimants holding Allowed Claims in such 
Class pursuant to this Plan.  This Plan shall constitute notice to 
Persons who may assert a Claim for damages for the rejection of an 
executory contract or unexpired lease by reason of this Article 7 
of this Plan of the bar date for filing a Proof of Claim in 
connection therewith; provided, however, that the Trustee shall 
have no obligation to notify such Persons that the Confirmation 
Date has occurred.

                          ARTICLE VIII
                    RETENTION OF JURISDICTION

     8.1  Jurisdiction.  The Bankruptcy Court shall retain the 
fullest and most extensive subject matter jurisdiction permissible, 
including that necessary to ensure that the purposes and intent of 
this Plan are carried out, and to hear and determine all Claims 
provided for in this Plan and all Claims that were or could have 
been brought against the Estate, the Debtor or the Reorganized 
Debtor.  Except as otherwise provided in this Plan, the Bankruptcy 
Court shall retain subject matter jurisdiction to the fullest 
extent permitted by law to hear and determine all Claims against 
the Debtor or the Estate and to adjudicate and enforce the Debtor 
Actions and all other causes of action which may exist on behalf of 
the Debtor or the Reorganized Debtor.  Such subject-matter 
jurisdiction shall continue even if a final decree has been entered 
by the Bankruptcy Court.  Nothing herein contained shall prevent 
the Reorganized Debtor from taking such action as may be necessary 
in the enforcement of any Debtor Action or other cause of action 
which may exist on behalf of the Estate or the Debtor and which may 
not have been enforced or prosecuted by the Debtor or the Trustee, 

                                                         Page 54
<PAGE>

which Debtor Action or other causes of action shall survive 
Confirmation and consummation of this Plan and shall not be 
affected thereby except as specifically provided herein.

     8.2  General Retention.  Following the Confirmation of this 
Plan, the Bankruptcy Court shall further retain subject matter 
jurisdiction for the purpose of classification of any Claim of any 
Claimant and the re-examination of Claims which have been Allowed 
for purposes of voting, and the determination of such objections as 
may be filed with the Bankruptcy Court against any Claim of any 
Claimant.  The failure by the Trustee to object to, or examine, any 
Claim for the purposes of voting, shall not be deemed a waiver of 
the right of the Trustee to object to, or re-examine, or 
reconsider, such Claim, in whole or part.

     8.3  Specific Purposes.  In addition to the foregoing, the 
Bankruptcy Court shall, without limitation, retain subject-matter 
jurisdiction (and exclusive jurisdiction where applicable) for the 
following specific purposes after the Confirmation of this Plan:

          (a)  to modify this Plan or any of the Plan Documents 
after Confirmation pursuant to the Bankruptcy Rules and the 
Bankruptcy Code;

          (b)  to assure the performance by the Trustee, the 
Reorganized Debtor or the Indenture Trustee of their obligations to 
make distributions under this Plan and the Plan Documents;

          (c)  to enforce and interpret the discharge, the terms 
and conditions of this Plan,  the Plan Documents and the 
Confirmation Order;

          (d)  to enter such Orders, including injunctions, as are 
necessary to enforce the title, rights, and powers of the Trustee 
or the Reorganized Debtor, including, without limitation, Orders 

                                                         Page 55
<PAGE>

authorizing or directing amendments to the articles of 
incorporation and bylaws of the Reorganized Debtor and Orders 
authorizing or directing amendments, extensions or waivers of the 
terms of the Plan Documents, and to impose such limitations, 
restrictions, terms, and conditions on such title, rights, and 
powers as the Bankruptcy Court may deem necessary;

          (e)  to enter an Order closing the Reorganization Case;

          (f)  to enter such Orders as may be necessary to 
facilitate and effect the liquidation and disposition by the 
Reorganized Debtor of any of the Reorganized Debtor's Assets;

          (g)  to correct any defect, cure any omission, or reconcile 
any inconsistency in this Plan, the Plan Documents, or the 
Confirmation Order as may be necessary to carry out the purposes 
and intent of this Plan, including the adjustment of the date(s) of 
performance under this Plan, the Plan Documents, and any other 
documents related thereto in the event the Effective Date does not 
occur as provided herein, so that the intended effect of this Plan, 
the Plan Documents, and such other documents may be substantially 
realized thereby;

           (h)  to decide issues concerning federal, state or local 
tax reporting, withholding and payment matters which arise in 
connection with the Confirmation or consummation of this Plan or 
arise for any tax period on or before the Effective Date (with 
Section 505 of the Bankruptcy Code to be applicable);

          (i)  to hear and determine all Debtor Actions and 
collect, compromise, discharge, and/or release all Debtor Action 
Recoveries and grant such other relief as may be appropriate 
thereto;

                                                         Page 56
<PAGE>

          (j)  to hear and approve all professional fees, including 
those of the Indenture Trustee unless otherwise provided in the 
Plan;

          (k)  to hear and determine any causes of action arising 
during the period from the Petition Date through the consummation 
of this Plan or in any way related to this Plan or the transactions 
contemplated hereby against the Debtor, the Estate, the Reorganized 
Debtor, the Trustee, the Trustee's Professionals, Affiliates, 
Subsidiaries, and their respective officers, directors, 
shareholders, members, attorneys, financial advisors, 
representatives, and agents;

          (l)  to determine any and all issues concerning the 
rejection, assumption or assignment of executory contracts or 
unexpired leases and the allowance of any Claim resulting 
therefrom;

          (m)  to determine such other matters and for such other 
purposes as may be provided in the Confirmation Order;

          (n)  to consider and act on the compromise and settlement 
of any Claim against or Interest in the Debtor or its Estate as set 
forth in this Plan;

          (o)  to determine all questions and disputes regarding 
title to the assets of the Debtor,  its Estate or the Reorganized 
Debtor;

          (p)  to construe, enforce and resolve all questions and 
disputes relating to employment agreements of the Debtor, if any, 
existing or approved by the Bankruptcy Court at or before 
Confirmation; 

                                                         Page 57
<PAGE>

          (q)  to determine all matters relating to or affecting 
the administration of the Estate, the adjustment of the 
relationship between the Claimants and the Debtor or the 
Reorganized Debtor, and the Existing and Plan Common Stock;

          (r)  to construe, resolve or enforce all settlement 
agreements entered into by the Trustee which were approved by the 
Bankruptcy Court; and

           (s)  to reopen the case for cause.

     8.4.  Venue.  Venue for all matters relating to the Plan and 
the Plan Documents, Claims, Interests, the Debtor, the Reorganized 
Debtor, the Trustee, the Estate, the Debtor Actions, and for all 
matters for which exclusive jurisdiction is retained by the 
Bankruptcy Court under this Plan shall be in the District of Utah, 
Central Division.

                           ARTICLE IX  
    CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVE DATE

     9.1  Conditions to Confirmation.  Confirmation of this Plan 
shall not occur unless each of the following conditions precedent 
has occurred:

          (a)  Disclosure Statement.  The Bankruptcy Court shall 
have approved the Disclosure Statement.

          (b)  Confirmation Order.  The Confirmation Order, in form 
and substance acceptable to the Trustee, shall have been entered by 
the Bankruptcy Court.

     9.2  Conditions to Effective Date.  Notwithstanding any other 
provision of this Plan or the Confirmation Order, the Effective 
Date of this Plan shall not occur unless and until each of the 
following conditions precedent has occurred:

                                                         Page 58
<PAGE>

          (a)  Confirmation Order.  The Confirmation Order shall 
have been entered by the Bankruptcy Court for at least ten (10) 
days and the operation or effectiveness of that order has not been 
stayed.

          (b)  Corporate Documents.  The Reorganized Debtor 
Corporate Documents and the other applicable corporate documents 
necessary or appropriate to the implementation of this Plan (in the 
sole discretion of the Trustee) shall have been executed, 
delivered, and, where applicable, filed with the appropriate 
governmental authorities.

          (c)  United States Trustee's Fees.  The Allowed fees of 
the United States Trustee then owing by the Debtor, including those 
pursuant to 28 U.S.C. Section 1930(c)(6), shall have been paid in 
full. 

          (d)  IRS Ruling.  The Trustee shall have obtained, in his 
sole discretion, a private letter ruling (or rulings) from the IRS, 
satisfactory to the Trustee with respect to such federal income tax 
issues as may be necessary or appropriate to implement this Plan.

          (e)  Trustee's Notice.  The Trustee has filed with the 
Bankruptcy Court a notice that he is prepared for the Plan to 
become effective.

     9.3  Annulment of Confirmation Order.  Notwithstanding any 
other provision of this Plan or the Confirmation Order, this Plan 
shall not be binding on any party-in-interest unless and until each 
of the foregoing conditions to Confirmation and the Effective Date 
have occurred pursuant to Article 9.2 of this Plan, and the 
Confirmation Order shall be deemed annulled when the Trustee files 

                                                         Page 59
<PAGE>

with the Bankruptcy Court a pleading notifying the Court and 
parties-in-interest that a condition to the Effective Date has not 
occurred.

                            ARTICLE X
                 ACCEPTANCE OR REJECTION OF PLAN

     10.1  Classes Entitled to Vote. Each impaired Class of Claims 
 (i.e., Classes 5, 6, 7, 8, 9 and 10) shall be entitled to vote 
separately to accept or reject this Plan.  Any unimpaired Class of 
Claims or Interests (i.e., Classes 1, 2, 3, 4 and 11), and each 
holder of a Claim or Interest in such Class, are conclusively 
presumed to have accepted the Plan; however, see the voting 
requirement set forth in Article 10.4 below for such unimpaired 
classes.  If a dispute arises as to whether a Claim or Interest or 
any Class of Claims or Interests is impaired under this Plan, the 
Bankruptcy Court shall, at or prior to the Confirmation Hearing, 
determine such dispute.  Nothing contained in this Plan shall in 
any way limit the right of the Trustee to request the Bankruptcy 
Court to designate, pursuant to Section 1126(e) of the Bankruptcy 
Code, any Claimant as an entity whose acceptance or rejection of 
this Plan was not in good faith or was not solicited or procured in 
good faith or in accordance with the provisions of Chapter 11 of 
the Bankruptcy Code.

     10.2  Class Acceptance Requirement.  An impaired Class of 
Claims shall have accepted this Plan if it is accepted by at least 
two-thirds (2/3) in amount and more than one-half (1/2) in number of 
the Allowed Claims of such Class.  A Class of Interests, if 
impaired, shall have accepted this Plan if it is accepted by 
Interestholders holding two-thirds (2/3) in amount of the Allowed 
Interests in such Class.  If an impaired Claimant or Interestholder 
fails to vote, then the Claimant or Interestholder may be deemed to 
have accepted the Plan and also may be deemed to have voted to 
accept the Plan.

                                                         Page 60
<PAGE>

     10.3  Cramdown.  If any impaired Class of Claims or Interests 
fail to accept this Plan by the requisite majority or if the 
Bankruptcy Court determines that one or more of the unimpaired 
Classes is in fact impaired, then the Trustee reserves the right to 
request that the Bankruptcy Court confirm this Plan in accordance 
with Section 1129(b) of the Bankruptcy Code.

     10.4  Advisory Vote.  Although Classes 1, 2, 3, 4 and 11 are 
not treated under this Plan as impaired Classes, each holder of a 
Claim or Interest on the Record Date in such Classes shall be 
entitled to vote in order to, among other things, advise the 
Bankruptcy Court whether the Claimants or Interestholders in each 
Class support (accept) the Plan.  If the Bankruptcy Court 
determines that any of such Classes are impaired, then the vote of 
such Class shall be counted, in accordance with Article 10.2 of 
this Plan, to determine if such Class has voted to accept or to 
reject the Plan.

                            ARTICLE XI
                     MISCELLANEOUS PROVISIONS

     11.1  Revocation of Plan.  The Trustee reserves the right in 
his sole and absolute discretion to revoke and withdraw this Plan 
at any time before the Effective Date.  If the Trustee revokes or 
withdraws this Plan, or if the Effective Date for this Plan does 
not occur, then this Plan shall be deemed null and void and nothing 
contained herein or in any pleading related in any way to the Plan, 
including the Disclosure Statement, shall be deemed to constitute 
a waiver or release of any Claims by or against the Estate, or any 
other Person, or to prejudice in any manner or to be used against 
the Trustee, the Debtor or the Estate in any proceedings of any 
kind involving the Trustee, the Estate or the Debtor.

                                                         Page 61
<PAGE>

     11.2  Headings.  Headings are utilized in this Plan for 
convenience and reference only, and shall not constitute a part of 
this Plan for any other purpose.

     11.3  Due Authorization by Claimants.  In making the 
distributions required by this Plan, the Trustee may rely for all 
purposes on the records of the Clerk of the Bankruptcy Court as to 
whether a Claim has been transferred in strict compliance with Rule 
3001(e) of the Bankruptcy Rules.  Each and every Claimant who 
participates in the distributions provided for herein warrants to 
the Trustee, the Debtor, the Estate and the Reorganized Debtor that 
such Claimant is authorized to receive and accept, in consideration 
of its Claim against the Debtor or the Estate, the distributions 
provided for in this Plan, and that there are no executory or 
consummated commitments, agreements, assignments, or 
understandings, express or implied, that may or can in any way 
defeat or modify the rights conveyed, or obligations undertaken, by 
such Claimant under this Plan.  By accepting any distribution 
provided for by the Plan, the Claimant is representing and 
warranting to the Trustee, the Estate, the Debtor and the 
Reorganized Debtor that the Claimant is legally entitled to the 
distribution and the Claimant has not sold, conveyed, transferred 
or assigned its rights to the distribution to another Person.  
Breach of this warranty by the Claimant will result in the Claimant 
being liable to the Trustee, the Estate, the Debtor or the 
Reorganized Debtor, as the case may be, for all damages directly or 
indirectly caused by such breach.  If the Claimant has transferred 
or assigned its Claim but the Claimant nonetheless received a 
distribution under this Plan, then the assignor shall immediately 
transfer the distribution to the assignee; however, if the assignor 
fails to so transfer such distribution, the assignee of the 
Claimant or Interestholder shall possess no claim, cause of action 

                                                         Page 62
<PAGE>

or recourse of any kind whatsoever against the Estate, the Trustee, 
the Debtor or the Reorganized Debtor (or their respective agents) 
and the assignees' sole and exclusive remedy and recourse shall be 
against the assignor of the Claim who actually received the 
distribution.  If, at the Distribution Date, the Trustee has not 
been able to ascertain to his satisfaction who is the Person 
entitled to a distribution as set forth in this Plan, then the 
Trustee may a) refrain from making such distribution until such 
time as the Trustee is satisfied as to which Person is entitled to 
the distribution or b) file an interpleader action with the 
Bankruptcy Court so that the various Claimants to the subject 
distribution can adjudicate their respective Claims; in an 
interpleader action, the prevailing Person shall pay the Trustee's 
(and his Professionals') reasonable fees and costs incurred in 
connection with the interpleader action.

     11.4  Payment or Distribution Dates.  Whenever any payment or 
distribution to be made under this Plan shall be due on a day other 
than a Business Day, such payment or distribution shall, instead, 
be made, without interest, on the next Business Day thereafter.

     11.5  Modification of Payment Terms.  The Trustee reserves the 
right to modify the treatment of any Allowed Claim, as provided in 
Section 1123(a)(4) of the Bankruptcy Code, at any time after the 
Effective Date upon the consent of the Claimant whose Allowed Claim 
treatment is being modified.

     11.6  Entire Agreement.  This Plan and the Exhibits hereto, 
along with the Confirmation Order, sets forth the entire agreement 
and understanding among the parties hereto relating to the subject 
matter hereof and supersedes all prior discussions and documents. 
 No party hereto shall be bound by any terms, conditions, 

                                                         Page 63
<PAGE>

definitions, warranties, understandings, or representations with 
respect to the subject matter hereof, other than as expressly 
provided for in the documents referred to in the preceding sentence 
or as may hereafter be agreed to by the parties in writing.  
Provided, however, nothing contained herein shall in any way alter, 
amend or affect any Bankruptcy Court approved settlement agreement 
between the Trustee and any Person.

     11.7  Administrative Claims Bar Date.  Except as otherwise 
expressly provided in this Plan or unless otherwise ordered by the 
Bankruptcy Court, the Confirmation Order will operate to set a bar 
date for Administrative Claims, including but not limited to claims 
for "substantial contribution" pursuant to Section 503(b) of the 
Bankruptcy Code (but see Article 4.3(d) of this Plan), for all 
Administrative Claims not previously barred, which bar date shall 
be sixty (60) days after the Effective Date.  Neither the Debtor, 
the Estate, the Reorganized Debtor nor the Trustee shall have any 
obligation to notify any potential Administrative Claim Claimant 
that the Effective Date has occurred.  Except as otherwise 
expressly provided in this Plan, Claimants holding any 
Administrative Claims against the Estate not paid on the Effective 
Date must file with the Bankruptcy Court a request for payment or 
a verified fee and cost applications on or before such bar date. 
 If such requests or applications have not been timely filed, such 
Claims will be disallowed, discharged and forever barred and such 
Claimants shall have no claims of any kind under this Plan.  
Provided, however, this Plan shall not alter, amend or affect the 
effectiveness of the Bankruptcy Court's previously entered "Order 
Establishing a Supplementary Claims Bar Date" dated September 10, 
1996 and entered on September 11, 1996.

                                                         Page 64
<PAGE>

     11.8  Post-Effective Date Fees of the Trustee or the Trustee's 
Professionals.  After the Effective Date the Bankruptcy Court may 
enter an order pursuant to Section 330 of the Bankruptcy Code 
approving as final fees and costs (as contrasted to interim fees 
and costs) all fees and costs paid or authorized to be paid to the 
Trustee or the Trustee's Professionals from the Petition Date to 
the Effective Date.  For periods after the Effective Date, the 
Trustee and his Professionals a) shall perform their respective 
obligations as set forth in this Plan and b) may provide other 
services to the Reorganized Debtor as requested by the Reorganized 
Debtor.  After the Effective Date the Trustee may seek compensation 
from the Reorganized Debtor for post Effective Date services 
rendered by the Trustee in connection with this Plan at  the usual 
hourly rate then charged by him.  Invoices for fees and costs for 
the Trustee or his Professionals for periods after the Effective 
Date may be submitted by the Trustee or his Professionals to the 
Reorganized Debtor every thirty (30) days; copies of such invoices 
shall also be filed with the Bankruptcy Court and served upon the 
United States Trustee and all other parties-in-interest who have 
filed after the Confirmation Hearing a notice with the Bankruptcy 
Court (and served a copy on both the Trustee and his general 
counsel) specifically requesting a copy of such invoices.  If no 
such notified party-in-interest objects in writing to such invoices 
within fifteen (15) days after the filing and mailing of the copies 
of the invoices, then the Reorganized Debtor shall promptly pay 
such invoices.  If any party-in-interest, including the Reorganized 
Debtor, timely objects to paying all or part of such invoices, then 
upon fifteen (15) days notice by mail to the objecting party the 
Trustee or his Professionals may schedule a hearing before the 
Bankruptcy Court concerning the payment of the invoice(s) and the 
Bankruptcy Court shall then determine what portion of the 
invoice(s), if any, shall be paid by the Reorganized Debtor.  After 

                                                         Page 65
<PAGE>

the Effective Date the Reorganized Debtor may retain and pay 
professionals (other than the Trustee and his Professionals) 
without Bankruptcy Court approval.

     11.9  Confirmation Order.  In addition to the requirements set 
forth in this Plan, the Confirmation Order may also ratify all 
actions taken by the Debtor, the Estate and the Trustee during the 
period commencing on the Appointment Date and ending on the 
Effective Date.

     11.10  Dissolution of the Official Committees.  Unless 
otherwise provided in the Confirmation Order or as subsequently 
ordered by the Bankruptcy Court, on the Effective Date, all 
statutory creditors' or equity holders' committees appointed in the 
Reorganization Case, if any, will be dissolved and the members 
thereof released and discharged of and from all further authority, 
duties, responsibilities, and obligations related to, or arising 
from, the Reorganization Case. 

     11.11  Discharge of the Trustee.  Following substantial 
consummation of the Plan and upon motion by the Trustee, the 
Bankruptcy Court may enter an order releasing and discharging the 
Trustee from any and all further authority, duties, 
responsibilities and obligations related to, or arising from, the 
Reorganization Case or this Plan.  After the Effective Date, the 
Trustee shall have no further obligation to post fidelity or other 
bonds unless otherwise directed by the Bankruptcy Court.  After the 
Effective Date, neither the Trustee nor the Reorganized Debtor 
shall be required to file monthly financial statements with the 
Bankruptcy Court.

     11.12  Governing Law.  Except to the extent that Federal law 
(including, without limitation, the Bankruptcy Code and the 
Bankruptcy Rules) is applicable, the rights and obligations arising 

                                                         Page 66
<PAGE>

under this Plan shall be governed by, and construed and enforced in 
accordance with, the laws of the State of Utah, without giving 
effect to the principles of conflicts of law thereof.

     11.13  Severability.  Should the Bankruptcy Court determine, 
prior to the Confirmation Date, that any provision in this Plan is 
either illegal on its face or illegal as applied to any Claim or 
Interest, such provision shall be unenforceable either as to all 
Claimants holding Claims or Interestholders holding Interests or as 
to the Claimant or Interestholder holding such Claim or Interest as 
to which the provision is illegal, respectively.  Such a 
determination of unenforceability shall in no way limit or affect 
the enforceability and operative effect of any other provision of 
this Plan unless the Trustee concludes, in his sole and absolute 
discretion, that the determination of unenforceability changes the 
economics of the Plan in a manner he does not support in which case 
the Trustee may amend or revoke the Plan.

     11.14  Time.  In computing any period of time prescribed or 
allowed by this Plan, the day of the act, event, or default from 
which the designated period of time begins to run shall not be 
included.  The last day of the period so computed shall be 
included, unless it is not a Business Day, in which event the 
period runs until the end of the next day which is a Business Day. 
 When the period of time prescribed or allowed is less than eleven 
(11) days, intermediate days that are not Business Days shall be 
excluded in the computation.

     11.15  No Interest.  Except as expressly stated in this Plan, 
no interest, penalty or late charge, fees or costs arising or 
accruing after the Petition Date are to be allowed on any Claim.

                                                         Page 67
<PAGE>

     11.16  No Attorneys' Fees. No attorneys' fees shall be paid 
with respect to any Claim (except an Allowed Administrative Claim 
for attorneys' fees) or Interest except as specified herein or as 
Allowed by a Final Order of the Bankruptcy Court.

     11.17  Addresses for Distributions to Claimants Holding 
Allowed Claims.  Unless otherwise provided in this Plan, the Plan 
Documents, or a Final Order of the Bankruptcy Court, distributions 
and payments to be made under this Plan shall be made by first 
class United States mail, postage pre-paid to:  a) the latest 
mailing address set forth in a Proof of Claim timely filed with the 
Bankruptcy Court by or on behalf of such Claimant; b) if no such 
Proof of Claim has been timely filed, then the mailing address set 
forth in the Schedules, as amended; or c) such other address as the 
Claimant has, in writing, given to the Trustee.  Neither the 
Trustee, his Professionals nor the Reorganized Debtor shall be 
required to make any other effort to locate or ascertain the 
address of the holder of any Claim.

     11.18  Consent to Jurisdiction.  The Reorganized Debtor and 
each of the Claimants or Interestholders who are entitled to 
receive distributions or retain the Existing Common Stock pursuant 
to the terms of this Plan consent to the jurisdiction of Bankruptcy 
Court, or any successor thereto, and agrees that it shall be the 
preferred forum for all proceedings relating to this Plan.  By 
accepting any distribution under the Plan or retaining the Existing 
Common Stock, each Claimant or Interestholder (or their respective 
assignee) consents to the jurisdiction and venue of the Bankruptcy 
Court for all matters concerning this Plan and the distributions 
hereunder, all matters set forth in Article VIII herein, and 
enforcement by the Trustee, the Debtor or the Reorganized Debtor of 

                                                         Page 68
<PAGE>

their respective rights set forth in Article 11.3 of this Plan, and 
agrees that the Bankruptcy Court shall be the preferred forum for 
all proceedings related to such matters.

     11.19  Setoffs.  Subject to the limitations provided in 
Section 553 of the Bankruptcy Code, the Trustee may, but shall not 
be required to, set off against any Claim or Interest and the 
payments or other distributions to be made pursuant to this Plan in 
respect of such Claim, claims of any nature whatsoever the Estate, 
the Debtor or Reorganized Debtor may have against the Claimant or 
Interestholder holding such Claim or Interest, but neither the 
failure to do so nor the allowance of any Claim  hereunder shall 
constitute a waiver or release by the Trustee of any asserted or 
unasserted claim that the Debtor or the Estate may have against 
such Claimant or Interestholder.  This provision does not alter, 
amend or affect Section 502(d) of the Bankruptcy Code as it may be 
applicable to this Plan, any Claim to be paid pursuant to this 
Plan, or any claim arising pursuant to this Plan.

     11.20  Debtor's Business Records and Other Documents.  After 
the Effective Date the Trustee or the Reorganized Debtor may 
dispose of (destroy) such prepetition or post-petition business 
records or other documents of the Estate, the Debtor or the 
Debtor's Affiliates as the Trustee or the Reorganized Debtor, in 
their sole business judgment, deem appropriate without further 
notice.

     11.21  ERISA Compliance.  The Trustee, the Estate, the Debtor 
and the Reorganized Debtor may take all appropriate actions, 
including the expenditure of Cash, to comply with all of the 
Debtor's, the Estate's, the Reorganized Debtor's or their 
respective Affiliates' legal requirements mandated by ERISA or 
similar state or federal laws including, but not limited to, 
matters related to the Debtor's (and its Affiliates') Section 

                                                         Page 69
<PAGE>

401(K) plan and the Debtor's (and its Affiliates') ESOP plan.

     11.22  Claim Estimation.  The Bankruptcy Court may estimate a 
Disputed Claim for purposes of distribution under this Plan or for 
any other purpose pursuant to, inter alia, Section 502(c) of the 
Bankruptcy Code.

     11.23  Motion to Estimate Claims or Approve Settlements.  To 
the extent this Plan proposes to Estimate or settle Claims 
(including Claims objected to in this Plan by the Trustee), e.g., 
see Article IV of this Plan, then this Plan constitutes and 
incorporates a motion (or motions) by the Trustee to so Estimate 
Claims or approve the settlement of Claims, all as set forth in 
this Plan.  The Confirmation Order may provide for i) such 
Estimation of Claims, ii) sustaining the Trustee's objection to 
Claims, and/or iii) approving the settlement of Claims, as set 
forth in this Plan.

     11.24  Successors and Assigns.  The rights, duties and 
obligations of any Person named or referred to in this Plan shall 
be binding upon, and shall inure to the benefit of, the successors 
and assigns of such Person.

                           ARTICLE XII
                      MODIFICATION OF PLAN

     The Trustee may modify this Plan under Section 1127 of the 
Bankruptcy Code at any time prior to the Confirmation Date.  After 
the Confirmation Date, the Trustee may remedy any defects or 
omissions or reconcile any inconsistencies in this Plan, in the 
Plan Documents, or the Confirmation Order or any other Order 
entered for the purpose of implementing this Plan in such manner as 

                                                         Page 70
<PAGE>

may be necessary to carry out the purposes and intent of this Plan 
so long as the interests of Claimants or Interestholders are not 
materially and adversely affected. 

     DATED this 22nd day of April, 1998 as amended on June 19, 
1998.



                   /s/ Roger G. Segal
                   ROGER G. SEGAL, Chapter 11 Trustee
                   for the Estate of Bonneville Pacific Corporation 


COHNE, RAPPAPORT & SEGAL, P.C.


/s/ Vernon L. Hopkinson
Vernon L. Hopkinson
Daniel J. Torkelson
General Counsel for the Trustee




                         PLAN (AMENDED) EXHIBIT "A"

             List of Allowed Other Priority Claims (Class 1)

<PAGE>

                            EXHIBIT "A"

                             LIST OF
               ALLOWED OTHER PRIORITY CLAIMS (CLASS 1)

<TABLE>
<CAPTION>
CLAIM NO.       CLAIMANT                       CLAIM AMOUNT
<S>             <C>                            <C> 
44              Anderson, Martin C.T.          $2,000.00
220             Gardner, Ronald L.             $2,000.00
35              Wisner, Michelle M.              $366.43

                TOTAL:                         $4,366.43
</TABLE>


                        PLAN (AMENDED) EXHIBIT "B"

               List of Allowed Bank Debt Claims (Class 2)

<PAGE>
 
                             EXHIBIT " B"

                               LIST OF
                  ALLOWED BANK DEBT CLAIMS (CLASS 2)

<TABLE>
<CAPTION>
CLAIM NO.   CLAIMANT                       EXPLANATION NOTES   CLAIM AMOUNT
<S>         <C>                            <C>                 <C>
260         Chase Manhattan Bank                    A          $20,290,376.70
186         Commerzbank                             B           $2,250,000.00
145         First Security Bank                     C             $800,000.00
123         State Street Bank                                   $1,000,000.00
1           Valley Bank/Bank One                    D           $5,058,459.00
252         Bank Hapoalim B.M.                                      $5,817.50
246         Caisse Nationale De                    
            Credit Agricole                         E           $2,107,686.96

            TOTAL:                                             $31,512,340.16
</TABLE>

- ---------------
A    Claim has been assigned (35%) ($7,080,355.99) to Halcyon 
     Distressed Securities, L.P., Halcyon Private Paper, L.P. Gryphon 
     Hidden Values Limited and Gryphon Hidden Values II Limited and 
     (65%) ($13,210,020.72) to Merrill Lynch Pierce Fenner & Smith 
     Incorporated.

B    Claim has been assigned to Comac Partners L.P.

C    Claim has been assigned and is owned 50% ($400,000.00) by KCB 
     Service Company fbo Argo Partners and 50% ($400,000.00) by Comac 
     International NV.

D    Claim has been assigned and is owned by Halcyon Distressed 
     Securities, L.P., Halcyon Private Paper, L.P., Halcyon Alchemy 
     Fund, L.P., Gryphon Hidden Values Limited and Gryphon Hidden 
     Values II Limited.

E    Claim amount resolved pursuant to letter agreement dated February 
     23, 1996.  Claim consists of $1,026,293.86 of advances and fees 
     on UPL LOC which accrues interest from December 20, 1991, and 
     $1,081,393.10 of advances and fees on ANB LOC which accrues 
     interest from September 23, 1992.


                          PLAN (AMENDED) EXHIBIT "C"

              List of Allowed Trade and Other Claims (Class 3)

<PAGE>

                               EXHIBIT " C"

                                 LIST OF
                  ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)

<TABLE>
<CAPTION>
CLAIM NO.   CLAIMANT                               EXPLANATION   CLAIM AMOUNT
                                                   NOTES
<S>         <C>                                    <C>           <C> 
NONE        Advance Capital Markets, Inc.               B           $11,919.39
NONE        Allied Oregon Investors                                     $34.50
NONE        American Binding Company                                    $82.88
255         American Express Travel Related Ser.                       $365.63
NONE        American Hose & Coupling                                    $46.01
274         Anderson, Lynn E.                           C           $90,100.00
44          Anderson, Martin C.T. (#2)                              $12,086.20
NONE        Apple Spice Junction                                       $101.86
NONE        ARA Cory Refreshment                                        $26.44
NONE        Arrowhead Drinking Water Co.                               $806.95
54          Askew, John D.                              C           $43,000.00
NONE        Associated Business Products                D              $321.94
104         AT&T                                                     $2,930.84
NONE        Atkinson McMahon                            D              $772.81
NONE        Atlas Chemical                                             $340.90
NONE        Atlas Performance Industries, Inc.          A            $1,422.74
1706        Automated Office Systems                                 $6,438.21
NONE        Baltimore Aircoil                                        $6,839.97
NONE        Bankers Trust Company                                       $75.00
NONE        Barksdale Controls Division                                $422.12
180         Barnett Intermountain Water Cons.           F            $2,507.40
NONE        Basin Valve Company                                      $1,121.68
NONE        Bedford Enterprises, Inc.                                  $543.71
95          Betz Entec                                  D            $6,501.05
262         BH Mortgage Corporation                     E          $450,240.47
NONE        Big Wood Canal Company                                   $1,388.49
9           Blosil, Mark W.                             B            $2,329.00
NONE        BMC Industries                                           $4,940.29
NONE        Bonded Bicycle Couriers                                     $75.29
NONE        Bonneville Associates, Inc.                              $4,141.38
NONE        Bonneville Limousine Service                D              $243.00
NONE        Boyd & Associates                           D              $453.60
NONE        Broadway Tower                                           $1,200.00
NONE        Bureau of Reclamation                                    $2,134.08
240         Business Wire                                              $550.00
NONE        BusinessLand, Inc.                                       $1,068.47
NONE        Byte                                                        $19.97
NONE        California Chamber of Commerce                             $325.00
20          California Electric Supply                               $1,026.36
NONE        Caltrol, Inc.                                              $358.23
NONE        Capital Connection, Inc.                                   $230.45
NONE        Central Coast Water Treatment               F            $5,482.00
NONE        Chemical Bank Proxy Dept.                                   $56.00
NONE        Chemtreat, Inc.                                         $15,644.76
NONE        CIMA & RDO Associates                       D            $9,276.75
NONE        Cirrus Environmental, Inc                                  $184.00
60          City of Santa Maria                                         $15.69
NONE        Clark Boardman Co., Ltd.                                   $124.64
NONE        Clark County                                                $15.00
NONE        Clearfield City Corporation                                 $16.00
94          Clements, Orlin V.                          B           $24,215.02
75          Cleveland Cotton Products                                  $820.70
238         Coast Rock Products                                        $937.37
NONE        Coast Welding Supply                                     $9,234.09
NONE        Coffeeman                                   D              $313.18
NONE        Cogeneration                                                $48.00
NONE        Commerce Clearing House, Inc.                              $143.33
NONE        Con-Way Western Express                                     $57.46
NONE        Conney Safety Products                                     $516.87
NONE        Controlco                                   D              $159.51
256         Cooper Energy Services                      B           $33,649.88
NONE        Corporate Board, The                                        $56.25
NONE        Cox, Ralph F.                                            $9,166.77
NONE        Cox, Ralph F.                                              $929.89
NONE        Cross Consulting Engineers                                 $133.87
NONE        Cuesta Equipment                                         $5,156.10
NONE        Culligan                                                   $113.79
NONE        Custom Computer                             A            $3,929.07
NONE        Cyprus Sierrita Corporation                                $240.00
NONE        D.L.S. Energy, Inc.                                        $960.25
96          Dames & Moore                                            $7,998.37
80          Davis Printing                                             $536.64
NONE        Day Timers, Inc.                                            $80.03
NONE        Depository Trust Co., The                                   $60.00
NONE        Dexter                                                     $343.07
NONE        Duckor & Spradling                          D            $2,829.31
NONE        Ebasco Services, Inc.                       D           $45,063.15
NONE        ECO-Air Products, Inc.                                     $294.62
51          Ecosystems Research Institute                            $8,828.47
NONE        Electric Power Alert                                       $395.00
NONE        Electrical Energy Systems Ana.              D              $813.75
26          EMED Company, Inc.                                         $113.32
NONE        Emery Worldwide, a CF Company                               $66.56
249         Employers Insurance of Wausau               C           $29,256.00
NONE        Energy & Business Newsletter                             $1,190.00
NONE        ENR McGraw-Hill                                             $49.00
11          Entek Research, Inc.                        B           $11,125.00
NONE        Excel Trane                                              $2,562.50
NONE        Excelsior Legal Southwest                                   $52.50
NONE        Express Vending                                             $60.00
NONE        Farm Supply Co.                                             $35.80
NONE        Federal Energy Regulatory Comm.                             $59.40
19          Federal Express                                          $9,472.61
NONE        Fidelity Transfer                                           $70.00
NONE        Fiesta Travel                                            $2,539.00
NONE        Film Factory, The                                          $147.61
233         First Security Bank of Utah, N.A.                        $7,532.40
NONE        Fischer & Porter                                           $351.01
NONE        Fisheries West                              D            $1,661.07
NONE        Frandzel & Share                                         $1,920.20
NONE        Franklin International Institute            D              $368.31
191         Frazee Industries, Inc.                                    $264.26
120         Fred H. Schott & Associates                              $3,925.00
NONE        Freeport Center                                             $91.51
220         Gardner, Ronald                                          $6,522.00
NONE        Gersemann, Dieter                                       $27,906.00
NONE        Gottschall Printing                                        $524.80
NONE        Government Data Publications                                $96.75
201         GTE California Incorporated                                $928.55
NONE        GTE Leasing Corporation                                     $10.00
NONE        Guarantee Mutual Life Co                                 $3,618.87
NONE        H.F. Pearson & Company, Inc.                               $845.50
41          Harcourt Brace Jovanovich, Inc.                            $159.38
3599        Harry Clayson U Rent Inc.                   F            $5,595.80
NONE        Hatch, Paul D., Esq.                                       $375.00
NONE        Hawthorne Power Systems                                    $129.68
257         Haynes Corporation                          D            $8,376.03
NONE        Hemming Morse, Inc.                                     $12,050.00
116         Henderson Petroleum Corp.                                  $744.15
210         Hopkins, French, Crocett, Springe                        $1,642.41
16          Huddart Floral                              D              $192.95
NONE        Hydro Energy Development Corp.                           $2,114.00
97          I.C.M.                                                   $3,488.14
NONE        IC Security Printers                        D              $269.60
NONE        Intermountain Plant Works                   D              $441.45
NONE        IT Corporation                              F            $1,089.00
NONE        Jamieson & Gutierrez                        D            $4,212.64
NONE        Jardine, Emett & Chandler                                  $784.00
14          Jarolimek, Lubos                                         $9,221.05
NONE        Johnson Higgins of California                           $16,847.00
NONE        Kaizen, Inc.                                               $150.00
NONE        Kaman Bearing & Supply Corporation                          $14.69
99          Kaman Industrial Technologies                              $294.81
253         Keegan, Robert A.                           B          $180,000.00
NONE        Kelly Company                               D              $559.91
188         Kelly Services, Inc.                                       $170.40
5           Kesler & Rust                                            $1,440.99
NONE        Keye Productivity Center                                   $196.00
17          Kinko's of Salt Lake, Inc.                                 $500.82
92          Kraft & McManimon                           B            $9,952.14
39          Krass, Jacobson & Gussak                    D              $381.70
185         Kyocera America, Inc.                                    $4,166.66
NONE        Laser Tone                                  D              $312.38
8           Latham & Watkins                                         $2,283.01
25          Les Olsen Company                           D              $976.45
NONE        LewisEnergy Systems, Inc.                                $1,740.72
NONE        Librizzi, Charles                                        $1,541.72
NONE        Lillick & Charles                           D            $6,188.57
57          Liquid Carbonic Specialty Gas Corp.         B            $3,486.92
NONE        Little America                                           $1,015.88
NONE        MacMillan Bloedel Ltd.                      D              $758.96
NONE        MacWorld                                                    $39.90
NONE        Mail Boxes Etc. USA                                         $23.32
NONE        Manufacturer's Hanover Trust                                 $8.70
NONE        Marsh, Gary L. Esq.                                      $1,914.50
155         Matheson, James                                         $10,729.20
NONE        McClenachan, Robert                                      $9,340.00
62          MCI Telecommunications                                   $6,114.23
259         McTear, John A.                             C          $104,700.00
NONE        MD Gilliss & Associates                                 $15,372.53
NONE        Mellon Bank                                                $100.00
NONE        Memmott, JoAnn                              D              $607.04
NONE        Mesa Moving & Storage                     D, F             $953.00
NONE        Metromedia Paging                                           $92.75
27          Miller, Karp & Grattan                      B           $15,468.38
275         Mistletoe Financial Company                 B           $52,698.55
117         Molloy Jones & Donahue, P.C.                D              $669.47
NONE        Monterey Peninsula Airport Dis.                             $14.00
NONE        Mount Olympus Waters, Inc.                                  $99.20
NONE        N.A.C.C.                                                   $103.32
NONE        N.S.B.C.M.A.                                                $50.00
NONE        NALA Headquarters                           D              $275.00
272         National Union Fire Ins. Co.                            $32,185.00
NONE        National Westminster Bank - NJ                              $99.25
NONE        Natkin Service Company                                   $1,197.50
NONE        Nels Consulting Services, Inc.                          $49,753.42
23          Nelson, Terry L.                            B            $5,788.37
98          New Pig Corporation                                      $1,388.60
NONE        Newman, Elmer                                           $13,181.97
NONE        Newspaper Agency Corporation                               $102.96
NONE        NG Chemical, Inc.                           A            $4,571.41
115         Nikkel Family Living Trust/Mary Nikkel      B          $250,000.00
NONE        Northeast Power Report                                     $426.25
NONE        Northshore                                               $1,498.00
45          OCM                                         B           $18,200.00
NONE        Office Mart, The                                           $738.61
NONE        On-Site Management, Inc.                    D              $367.17
NONE        Orchard Supply Hardware                     D              $625.00
205         Ormat, Inc.                                 E          $365,000.00
NONE        P. Gerald White, Inc.                                    $2,410.00
58          Partlow Corporation, The                    D              $771.94
NONE        Penetone Corporation                                       $883.44
NONE        PG&E                                                     $3,298.62
NONE        Pitney Bowes, Inc.                          D              $576.48
NONE        Pony Express Courier Corporation                             $8.15
NONE        Port of Bellingham                                          $12.00
NONE        Prentice Hall Law & Business                               $108.54
203         Prentice-Hall, Inc.                                        $600.00
NONE        Prentice Hall Corp.                                        $444.64
NONE        Pressure Vessel Service, Inc.               D            $1,846.40
NONE        Preston, Thorgrimson, Ellis & Holm          D            $1,089.30
31          Proffit, Michael (#2)                                    $3,115.49
110         Quiter, George W. III                       B          $250,000.00
NONE        R.T.L. Office Products                                     $103.78
NONE        Rampton, Calvin, Esq.                                    $9,166.67
182         Ray Quinney & Nebeker                                   $97,726.74
NONE        Receiver General For Canada                                 $53.39
NONE        Record Reporter, The                                       $319.25
NONE        Reed Bingham Company                                       $772.00
NONE        Reed, William J.                                        $12,849.82
NONE        Reese-Chambers Systems Cons.                            $14,204.95
NONE        Reno Drain Oil Service                                     $738.00
NONE        Resource Systems Group                                      $21.44
49          Roberts & Kerner                                         $1,590.30
NONE        Robinson-Conner                                         $24,684.68
NONE        Salt Lake Blue Print & Supply                               $28.53
65          Salt Lake Stamp Company                                    $157.75
NONE        San Diego Gas & Electric                                   $171.13
NONE        Santa Barbara - County APCD                              $1,265.00
NONE        Santa Barbara - County of EHA                              $739.57
81          Santa Maria Supply                                       $4,849.81
NONE        Scott Specialty Gases                                       $13.42
NONE        Skool Lunch                                                $282.03
NONE        Smart & Final Iris Co.                                     $458.02
NONE        Smith-Mabry Co.                             D            $2,082.45
86          Solar Turbines Incorporated                 B              $995.45
87          Solar Turbines Incorporated                 B            $1,094.84
88          Solar Turbines Incorporated                 B            $1,105.51
89          Solar Turbines Incorporated                 B            $1,104.60
90          Solar Turbines Incorporated                 B            $3,081.69
91          Solar Turbines Incorporated                 B            $1,705.55
195         Southern California Edison Company                      $49,964.31
207         Southern California Gas Co.                            $285,409.63
NONE        Southern Electric International                            $600.00
NONE        Sports Mall Metro                                          $120.00
NONE        Sprint                                                     $283.20
NONE        Stapleton International Airport                             $17.74
NONE        State of Utah                                               $60.00
125         Staub, Vernon                                            $8,914.08
NONE        Steiner Environmental, Inc.                 D            $4,700.25
48          STM Associates                                          $11,250.00
NONE        Stone & Webster Engineering                 D            $1,188.44
73          Stone, Marjorie Hanson                                 $221,682.39
NONE        Sunrise Energy Company                                  $11,978.17
7           Systemax                                                    $37.69
NONE        Temporary Resources                                        $176.00
NONE        Thermal Products, Inc.                                      $58.32
NONE        Thermo Environmental Inst.                  D              $389.41
12          TIE Systems, Inc.                           D              $302.83
33          Triad Engineering                           B            $3,290.89
NONE        Turbine Generator Service, Inc.                          $4,285.92
37          Turbine Specialties, Inc.                               $42,118.05
254         Twombly, Greg                               E          $100,000.00
112         U.S. West Communications                    D            $1,582.60
NONE        Uinta Business Systems                      D            $1,012.93
NONE        United Parcel Service                                    $1,695.25
NONE        United States Banknote Co.                  B              $860.00
NONE        Utah State Bar                                              $23.00
47          Vallen Safety Supply Company                               $124.55
30          Vanier Graphics Corp.                                      $289.01
NONE        Vermont Power Exchange                      D            $2,756.00
NONE        Viking Freight Systems, Inc.                               $138.79
144         Voith Hydro, Inc.                                      $226,517.94
NONE        W.A. Hammond Drierite Co.                                  $129.10
NONE        Warren, Gorham & Lamont, Inc.                              $437.18
3           Weesner, John (CONTINGENT AND DISPUTED)                      $0.00
NONE        Welch Vacuum Technology                                    $298.49
NONE        Welch, David                                             $2,830.00
NONE        West Publishing Company                                     $33.25
NONE        Western Regional Counsel                    D            $2,222.00
NONE        Western Turbine Users, Inc.                                $400.00
NONE        Westover, Choules & Shadle                                  $32.50
NONE        Whitting Associates                                      $1,100.00
71          Williams & Rockwood                         B           $12,018.16
59          Yellow Freight System, Inc.                                $564.36
NONE        Young Presidents' Organization                           $1,750.00
NONE        Zions Furniture Upholstering                                $31.88
 
            TOTAL:                                               $3,660,303.78
</TABLE>

- ---------------
A   	Claim has been assigned to Access Capital.
B	   Claim has been assigned to Argo Partners.
C   	Claim has been assigned to Comac International NV
D   	Claim has been assigned to Debt Acquisition Company of America
E	   Claim has been assigned to Comac Partners LP
F	   Claim has been assigned to Riverside Contracting Corporation



                        PLAN (AMENDED) EXHIBIT "D"

             List of Allowed Prepetition Selling Debenture Claims
               as Uniformly Calculated by the Trustee in the
                         Amended Plan (Class 5)

<PAGE>

                                EXHIBIT "D"

                                 LIST OF
         ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
           CALCULATED BY THE TRUSTEE IN THE AMENDED PLAN (CLASS 5)

*  Unless indicated as disputed

<TABLE>
<CAPTION>
CLAIMANT                                     CLAIM #   EXPLAN.   CLAIM AMOUNT
                                                       NOTES
<S>                                          <C>       <C>       <C>
Alaska Teamsters Employees Pension Plan      3320                   $94,900.00
Alvarez, James                               3537         I          $3,862.50
Anchor National Life Insurance Co            4548                  $128,500.00
Anderson, Sarah Ann Watson                   2820                   $11,250.00
Andrews, Dean C.                             2391                    $2,600.00
Arum, Barbara (b)                            1564                    $1,875.00
Associated Bank FBO Anton G. Stepanek                     
   Revocable Trust                           2198                    $7,500.00
Astor, Michael a/c Fund Micky (b)            2423                    $6,450.00
Ball, George J. (profit sharing trust)       0940                    $9,300.00
Bank of America NT and SA *DISPUTED*         3329                   $31,500.00 *DISPUTED*
Barnes Lee M. & James A.                     0446                    $7,796.58
Beazley, James W & Patricia Ann (b)          1791                        $0.00
Begley, Sarah (a)                            2910                   $19,000.00
Bielun, John                                 2144         B          $9,700.00
Bingham, Carlton Reed TTEE Living 
   Trust (B-1)                               2068                    $1,127.77
Bird, Ronald J.                              3481                    $1,300.00
Boeselagez, August C Von (b)                 4385                    $2,225.00
Bosworth, Charles F. Trust                   2821                   $22,000.00
Byrn, Jane M                                 3754                        $0.00
Byrn, Jane M.                                4481         B          $2,025.00
Carter, Carla J.                             1335                    $1,050.00
Case Pomeroy & Co Pension Trust (b)          2806                    $6,400.00
Cashman, Jim Co. Pension Plan (b)            1716                    $4,200.00
Cashman, Jim Co. Profit Sharing Plan (a)     1716                    $4,200.00
Charles Cole Memorial Hospital               2901                   $13,000.00
Chestter & Robbins Money Purchase Pens Plan  3336                    $7,000.00
Cincinnati Insurance Company                 1698                  $288,750.00
Conley, Jeannine W. (b)                      2446                      $440.00
Currier, Lavinia M. (b)                      3472                  $121,562.50
Currier, Michael S. (b)                      3602                  $112,125.00
Dablam Fund A. (b)                           2784                    $8,400.00
Dodge Corp                                   3335                    $7,000.00
Douglas, Richard (b)                         2430                    $2,150.00
Ducommun, Wayne W. & Geraldine R. (d)        0554                    $1,857.00
Ely, Elizabeth T.                            2895                   $10,000.00
Farrell Dist. Corp. Pension Plan a/c F8 (b)  2432                    $8,600.00
Farrell Profit Sharing Plan a/c FA (b)       2431                    $2,150.00
Fick, A. Wayne                               1969                    $4,854.10
First Hawaiian Bank                          1067                   $83,950.00
First Presbyterian Church of Stamford        2847                    $1,800.00
Foster & Foster                              1047                    $4,464.50
Foster, Lawrence T. (b)                      0893         B          $6,710.00
Franklin Convertible Sec Fund                3364                   $25,500.00
Fry, Eric J. (b)                             2456                    $2,205.00
Fry, Robert P. IRA (b)                       2482                        $0.00
Fuelship & Co., nom Zeneca Holdings 
   Pens Trust                                3061         B        $111,938.00
Gannett Retirement Master Tr                 3326                   $80,770.00
Genasci, Donald B. Trust                     2822                    $9,500.00
Gerald Stein IRA                             3331                    $3,500.00
Goodman, John B. Jr.                         4303                        $0.00
Goodman Trust Fund                           3342                    $8,100.00
Grace Brothers, Ltd                          3111                   $42,443.00
Green, Melvin C. & Eleanor                   2189                    $6,150.00
Guy Warner Vaughan Rev. Liv TR               3330                    $7,000.00
Hardy, Charles R.                            1504                    $1,075.00
Harper, Prudence O.                          2800                   $10,000.00
Haviland, Theodore 2nd Trust                 2801                    $9,500.00
Hedgepeth, Paul L. & Donna J.                3076                      $975.00
Hemingway, Henry S.                          1353                    $5,362.50
Hennings, Donald A. Trustee (b)              0799                   $66,000.00
Hensel, Margery F. Trust                     2814                    $3,395.00
Hexon Financial Services                     3328                   $73,500.00
Hibben Corp                                  3334                    $3,500.00
Hilden, Kenneth & Isabel                     1040                        $0.00
ICI Amercas Pension Tr                       3324                  $128,000.00
Ingber, Howard L                             2412                    $6,549.50
Jensen, Brent I (b)                          2256                    $1,045.06
Jeude, William W. Guardian FBO                              
   Arthur R. Nelson                          2467                    $6,500.00
Jeude, William W. Profit Sharing (b)         2475                      $825.00
Johnson, Rollie                              3555                      $225.00
Kelleher, Dennis J                           1803                    $2,406.00
Key Trust Co. of Ohio, N.A. (b)              None                   $30,987.00
Kilborn, Peter T.                            2881                    $6,000.00
Langren, Donald E. & Jacqueline              1337                    $3,650.00
Li-Cor, Inc.                                 0883         I          $5,115.00
Lince Tr for Kathryn                         2874                    $6,150.00
Lince Trust for Sarah                        2873                    $6,150.00
Lince, Jean W.                               2802                   $14,600.00
Mandelbaum, Jill B. (b)                      1926                      $825.00
Marfuel, S. A.                               2872                   $10,000.00
Margol, Wilbur & Marilyn                     3333                    $3,500.00
Martin, Benjamin O. (b)                      4118                   $13,800.00 
Martin, Eleanor L.                           1143                    $2,350.00
McDonald, Willis IV.                         2869                    $9,625.00
Meyer, Sharon A (b)                          1770                    $9,725.00
Mitchell, Margaret & Thomas                  2791                    $4,000.00
Morgan, Saul                                 3332                    $3,500.00
National Gardening Assoc. a/c NGA(b)         2429                    $2,150.00
Nelson, Garnold S. & Margaret R              1027                   $23,000.00
New Cycle Foundation (b)                     3601                  $156,500.00
Nutt, Paul R.                                0513                    $5,605.00
Oliver, Andrew Jr.                           2803                   $10,000.00
Oliver, Louise V. Trust                      2785                    $9,500.00
Oregon Equity Fund                           3321                  $510,250.00
Peragrine Financial (b)                      2428                    $2,150.00
Peterson, Nancy                              3544                    $1,975.00
Pletscher, John N. & Jeanne G.               1033                        $0.00
Pletscher, John N. & Jeanne G. (b)           3110                    $2,700.00
Pletscher, Robert D.                         0331                    $1,946.92
Putney School (b)                            4606                   $26,187.50
Sacharuna Foundation (b)                     3603                  $156,500.00
Sage, Donald A.                              1058                    $2,850.00
Saif Corporation                             3322                  $528,000.00
Sawyer, Frank D. (Family Trust) (a)          0836         I          $3,155.00
School, Potney (b)                           2427                   $26,187.50
Skowhegan School General Funds               1830                   $33,250.00
Spelker, Steven W.                           1678                    $1,050.00
State of Delaware - Pecks Management         4408                  $360,843.75
State of Delaware Retirement                 3323         B        $128,000.00
Steele, Helen L.                             2778                   $10,250.00
Stiffel, Jules N. (b)                        2812                    $4,200.00
Stout, C. Fred, Jr. & Elizabeth F. (b)       1049                      $700.00
Stout, C. Fred, Jr. & Elizabeth                           
   F. (b)  *DISPUTED*                        4066                        $0.00  *DISPUTED*
Straley, Kathy A. (b)                        0911                      $941.72
Stransky, John P. & JoAnn                    2217         B            $750.00
Sutherland, John C. (b)                      0334                   $10,650.00
Tapper, Mayer S.                             0947                   $11,000.00
Taylor, Russell C.                           2039                   $10,250.00
Thomas, Norman C.                            4446                      $955.13
Thompson, Elizabeth W.                       2776                   $16,400.00
Thomson, Elizabeth cust James L. Thomson     2775                    $6,150.00
Thone, Harlan                                4110                    $1,470.00
Tubis, Harry & Celia (b)                     2196                      $825.00
U.S. Bank of Oregon Trustee Edna M. Avio     3613                    $6,897.50
U.S. Bank of Oregon Trustee Walter A. Hummel 3616                    $2,187.50
U.S. Bank of Oregon Trustee Gran                             
   Center for Study/Research                 3622         B          $2,777.50
U.S. Bank of Oregon Trustee                                
   Custodian for Corp. Catholic              3623                    $3,157.50
U.S. Bank of Oregon Trustee                                
   Blount Retirement Plan                    3624                    $1,015.00
U.S. Bank of Oregon Trustee Omark                         
   Indust. Retirement Fund                   3625                    $1,960.00
U.S. Bank of Oregon Trustee 
   Willamette University                     3627         H          $7,521.25
U.S. Bank of Oregon in its Capacity as                     
   Trustee for its Collective Small                        
   Funds - Small Comp. Value Retirement                      
   Fund (a)                                  3607                    $2,365.00
U.S. Bank of Oregon Trustee Oregon Comm. (a) 3611                    $1,335.00
U.S. Bank of Oregon  Trustee                               
   Funds Foundation Equity Trust (a)         3615                    $5,590.00
U.S. Bank of Oregon, Trustee W. Hawkins,                       
   M. Jones et al, Jones Fd.                 3631                   $10,300.00
Van Fossen, James W.                         3034                        $0.00
Van Fossen & Clough, Inc.                    4112                      $975.00
Wachovia Bank of Georgia - Colonial                       
   Pipeline Company Retirement Plan          2335         B        $102,600.00
Wachovia Bank of North Carolina - 
   Blue Bell Salaried Pension Plan           2337                   $74,500.00
Wachovia Bank of North Carolina -                            
   Blue Bell Savings                         2339                   $74,500.00
Warburg Pincus                               2030                   $53,900.00
Warburg Pincus                               2031                    $8,800.00
Warburg Pincus                               2032                   $18,800.00
Warburg Pincus                               2033                  $159,375.00
Warburg Pincus                               2029                    $7,800.00
Warner, Virginia a/c 27706 (b)               2424                   $21,500.00
Watson, Gavin W.                             2805                   $10,000.00
Watson, Richard                              2804                   $10,000.00
Whitehouse, Carol C.                         1957                    $8,854.00
Willtrust, a partnership                     2978                   $34,243.96
Wilmington Trust Company (Trustee) (c)       4515                    $2,150.00
Wilmington Trust Company, Custodian for                  
   A.B. Currier, L & M Currier and                           
   B. Bergen (c)                             4516                   $14,275.00
Winner, Jacqueline A.                        3548                      $200.00
Woodrow, Mary                                3036                    $2,120.00
Woody, Bernard L. (b)                        2723                      $654.00
Woolstoncroft, Dean C. & Jeanette (b)        2586                      $617.50
Wright, Catherine D. (b)                     0487                    $7,927.25
Yale Converts/Froley Revy (a)                3327                  $792,500.00
Yoder, Earl M. (a)                           3135                        $0.00
Yoder, Earl M. (a)                           4582                   $13,000.00
Young, James F. & Susan A.                   1237                    $1,320.00
Youngman, Bruce (b)                          0909                   $17,300.00

                     TOTAL:                                      $5,358,876.49
</TABLE>

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

A    Claim has been assigned to Access Capital.
B    Claim has been assigned to Argo Partners.
C    Claim has been assigned to Comac International NV
D    Claim has been assigned to Debt Acquisition Company of America
E    Claim has been assigned to Comac Partners LP
F    Claim has been assigned to Riverside Contracting Corporation
G    Claim has been assigned to Credit Research
H    Claim has been assigned to KIA Factors
I    Claim has been assigned to BP Investment Recovery Partners
J    Claim has been assigned to NationsBanc Montgomery Securities






                          PLAN (AMENDED) EXHIBIT "E"

             List of Allowed Post-petition Selling Debenture Claims
              As Uniformly Calculated by the Trustee and Allowed
                  (Limited) (Class 6) in the Amended Plan

<PAGE>

                                 EXHIBIT "E"

                                   LIST OF
         ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE AMENDED PLAN

*  Unless indicated as disputed

<TABLE>
<CAPTION>
CLAIMANT                                     CLAIM NO.   EXPLAN.  COLUMN 1        COLUMN 2
                                                         NOTES    ORIGINAL CLAIM  ALLOWED
                                                                  AMOUNT AS       CLAIM AMOUNT
                                                                  UNIFORMLY       (70% OF
                                                                  CALCULATED      ORIGINAL
                                                                  BY TRUSTEE      CLAIM AMOUNT
<S>                                          <C>         <C>      <C>             <C>
Adair County Mutual Insurance Assoc.         0964                     $6,740.00       $4,718.00
Adams, Florence (Trust) (b)                  2898                    $17,925.00      $12,547.50
Adams, Florence T. (Trust) Byron Taggert     2914                    $28,725.00      $20,107.50
Adams, Thomas S. (b)                         2913                     $9,550.00       $6,685.00
Aggressive Industries, Inc.                  0900                    $37,762.00      $26,433.40
AIM - Risk Retention                         3443                         $0.00           $0.00
Akins, Donovan C.                            1007                     $7,727.00       $5,408.90
Akins, James E. (b)                          0844                    $22,802.00      $15,961.40
Akins, Thomas A. (b)                         0840                    $26,107.00      $18,274.90
Aldrich (Marvin), Nancy K.                   0988                    $31,850.00      $22,295.00
Alterman, Sharen C/F Alterman, Aaron R.      3054          I          $7,937.50       $5,556.25
Alterman, Sharen C/F Alterman, Edward P.     3055          I          $7,937.50       $5,556.25
Anderson, C. David                           2583          I          $2,830.00       $1,981.00
Anderson, Ellwood C.                         2088                         $0.00           $0.00
Anderson, Frank Dr.                          1177                     $8,812.50       $6,168.75
Anderson, G.W. (b)                           0867                    $91,125.00      $63,787.50
Anderson, Julianne F                         1811                    $17,915.96      $12,541.17
Anderson, Natalie                            1528                     $6,005.70       $4,203.99
Arnold, Svetlana S. & Edward                 2595                     $4,262.50       $2,983.75
Arthur, David L.                             2727                     $3,592.35       $2,514.65
Arthurs, Dana L.                             0879                    $18,882.50      $13,217.75
Astel, William J. & Jean M.                  1889                     $4,383.38       $3,068.37
Atkinson, James F.                           1088                    $14,025.00       $9,817.50
Atkinson, Joyce E.                           0880                    $77,125.00      $53,987.50
Atkinson, Linda J. (Family Trust)            1086                    $14,025.00       $9,817.50
Austin, Glen                                 2109                       $965.00         $675.50
Bacher, Constance                            4082                     $2,403.00       $1,682.10
Bahlman, Jean                                2912                    $11,325.00       $7,927.50
Bailey Family TR G William Bailey            3790          H          $6,067.13       $4,246.99
Bailey, William A                            1581                     $9,662.50       $6,763.75
Baker, Joseph (b)                            2194                     $2,225.00       $1,557.50
Balch, Henry H                               2911                    $13,775.00       $9,642.50
Bamat, William N. & Barbara L.               3026                     $4,262.50       $2,983.75
Barth, Theodore H Foundation a/c #7214       3265                    $13,812.50       $9,668.75
Beasley, Robin E.                            3250                         $0.00           $0.00
Beavers, Judith S.                           2461                     $8,254.50       $5,778.15
Beavers, Judith Sperry                       2460                    $13,827.00       $9,678.90
Begley, Sarah (b)                            2910                    $14,375.00      $10,062.50
Bender, Robert B.                            3851          I         $20,700.00      $14,490.00
Biederman, Fred                              3998                     $3,720.00       $2,604.00
Biederman, Lois                              3997                     $4,960.00       $3,472.00
Bingham, Carlton Reed IRA (b)                2069                    $64,764.89      $45,335.42
Bingham, Carlton Reed TTEE Living 
   Trust (B-2)                               2068                   $134,491.30      $94,143.91
Blackburn, Ronald D.                         1642                     $3,020.00       $2,114.00
Blanchard, Robert L. & Beth                  0937                     $8,739.00       $6,117.30
Blessed Trinity Generalate                   2909                    $23,875.00      $16,712.50 
Bohemian Mutual Ins. Ass'n.                  0927                     $4,400.00       $3,080.00
Bolten, Marjorie R.                          0508                     $2,730.00       $1,911.00
Bolten, Marjorie R. (b)                      0504                     $2,778.00       $1,944.60
Bolten, Marjorie (b)                         0507                     $2,733.00       $1,913.10
Bolten, Steven                               0503                     $4,045.00       $2,831.50
Bolten, Steven (b)                           0505                     $4,084.18       $2,858.93
Bolten, Steven (b)                           0509                     $3,005.00       $2,103.50
Boock, Howard & Geraldine L                  2262                         $0.00           $0.00
Braun, Verlun & Maxine                       3254                     $5,914.07       $4,139.85
Buck, Dorryl                                 4046                       $120.00          $84.00
Buckley, Eileen S.                           2908                    $36,700.00      $25,690.00
Buksa, Andrew J.                             1815                     $4,280.89       $2,996.62
Bull, David S. & Annie L.(Revised)           3575                    $46,200.00      $32,340.00
Burken, Patricia                             1228                     $7,802.35       $5,461.65
Buterman, Ellen                              1923                         $0.00           $0.00
Campbell, Ian W.                             2865                     $4,775.00       $3,342.50
Campbell, Ross L JR                          2864                     $4,775.00       $3,342.50
Carlson, Arnold & Donna                      1280                     $9,650.00       $6,755.00
Carr, Leanna L.                              3547                     $3,040.00       $2,128.00
Carr, Melvin A. (a)                          1139                     $2,760.00       $1,932.00
Cataldo, Dean Custodian for Kristine         3501                       $157.00         $109.90
Cataldo, Don B. (b)                          3504                         $0.00           $0.00
Chabot Trust, fbo Chabot, Rodney T. (b)      2840                     $6,250.00       $4,375.00
Chandler, Lawrence F. Jr. Partnership (a) 
   *DISPUTED*                                1295                         $0.00           $0.00  *DISPUTED*
Chandler, Lawrence F. Jr. Partnership (b) 
   *DISPUTED*                                1295                         $0.00           $0.00  *DISPUTED*
Chandler, Lawrence F. (Trust) (a) *DISPUTED* 1296                         $0.00           $0.00  *DISPUTED*
Chandler, Lawrence F. (Trust) (b) *DISPUTED* 1296                         $0.00           $0.00  *DISPUTED*
Chase, Nancy (Trust)                         2903                    $11,325.00       $7,927.50
Chesnutt, John L. & Arlys R.                 0408                     $9,605.00       $6,723.50
Ciurej, Victor N. (b)                        2514                         $0.00           $0.00
Clark, Linda T.                              4168                    $15,463.50      $10,824.45
Clawson, John A. *DISPUTED*                  4600                         $0.00           $0.00  *DISPUTED*
Close, Bettine M. Co., a partnership         2839                     $9,800.00       $6,860.00
Close, William T. & Co, a partnership        2838                     $9,800.00       $6,860.00
Cole, Faith Goddard                          2900                    $18,300.00      $12,810.00
Connor, Tom                                  2322          H        $172,551.00     $120,785.70
Cortes, Jane Goss                            2899                    $18,937.50      $13,256.25
Cowman, James L. & Betty A. (b)              0876                         $0.00           $0.00
Cox, Charles S                               3810                    $12,206.33       $8,544.43
Crockett, J. Richard & Marcia S. (b)         3109                    $12,187.01       $8,530.91
Dahlin, Sandra M.                            1162                    $10,255.02       $7,178.51
Davenport, Laurie (b)                        2689                    $11,330.76       $7,931.53
David Bear, Inc. Employee Profit Sharing 
   Trust                                     3855                       $525.00         $367.50
Davis, Eugene L & Shari L                    1560                         $0.00           $0.00
Davis, Lawrence A.                           3480                         $3.50           $2.45
Davis, Paul                                  3988          B          $3,417.67       $2,392.37
Dennis, Kernan R.                            4219                    $14,669.10      $10,268.37
Deuries, Katherine A/C #091358 (b)           3262                    $15,975.00      $11,182.50
Dillard, Sue S. (b)                          2845                    $13,725.00       $9,607.50
Dobbins, Francis J.                          4439                         $0.00           $0.00
Donaldson, A. L. & Donna (b)                 4393                     $2,922.95       $2,046.07
Donaldson, Alexander & Donna                 1266                         $0.00           $0.00
Dorfman, Caryl T (b)                         2199                     $3,837.50       $2,686.25
Douglas, Donald R.                           4266                         $0.00           $0.00
Dwight C. Johnston Estate                    0690          B          $4,400.00       $3,080.00
Dyer, Donald H.                              0997                     $6,875.00       $4,812.50
Ecklund, Allen E.                            1215                     $3,496.80       $2,447.76
Ecklund, Allen TTEE Allen Ecklund PS Plan    1212                     $5,828.00       $4,079.60
Ecklund, Janice                              1213                     $3,496.80       $2,447.76
Edwards, Elizabeth Rader                     4300                     $3,892.00       $2,724.40
Elite Group Income Fund                      1738          J        $197,705.33     $138,393.73
Elkin, Ronald B. & Nancy                     4315          I         $15,375.00      $10,762.50
Elling, Katheryn (b)                         3496                         $0.00           $0.00
Elling, Marjorie W. (b)                      3494                         $0.00           $0.00
Elliott, Eileen M.                           0866                       $505.00         $353.50
Ellison, Richard P.                          0989          I         $60,625.00      $42,437.50
Emery, Joy Sperry                            2844                     $9,200.00       $6,440.00
Epstein, Phyllis Ruth (b)                    2894                    $22,875.00      $16,012.50
Erskine, Barbara (b)                         2893                    $23,875.00      $16,712.50
Faegre, Charles B                            3822                     $7,800.00       $5,460.00
Family Practice Clinic Pro Sharing           3755          I          $2,200.00       $1,540.00
Farley, William H & Mary E.                  1755                    $17,275.00      $12,092.50
Farmer, Rhonda                               1182                     $2,591.58       $1,814.11
Farmers Mutual Ins Assn                      2392                    $13,987.50       $9,791.25
Fassino, Edward (a)                          2025                    $82,050.94      $57,435.66
Fassino, Edward (b)                          2025                    $28,802.00      $20,161.40
Felmont Oil Corp Pension Trust (b)           2807                    $44,100.00      $30,870.00
Fertiservice, Ranco                          4822                     $3,206.25       $2,244.38
Fisk, Newton (b)                             1922                    $16,557.68      $11,590.38
Five C's Properties Inc                      2321          H        $183,810.00     $128,667.00
Foster, Lawrence T. & Diana K.               0892          B          $2,885.20       $2,019.64
Foster, Robert C. FBO Megan Foster           0974          B          $3,729.50       $2,610.65
Foster, Robert C. FBO Christopher Foster     976           B          $3,729.50       $2,610.65
Foster, Robert C. (Trustee)                  0442          B          $7,642.00       $5,349.40
Frink, Stevens D.                            3107                    $26,146.85      $18,302.80
Frizell, Bernard Rev Tr                      2759                    $46,306.76      $32,414.73
Fry, Robert P. Trustee a Prof. Corp. 
   Empl PP (b)                               2753                   $168,789.66     $118,152.76
Fry, Robert P. Trustee fbo Joseph Saylin (b) 2484                   $200,431.79     $140,302.25
Fulton, Wilbur L. & Virginia L. (b)          3285                    $25,307.45      $17,715.22
Gaffney, Joseph M.                           3571                    $10,745.75       $7,522.03
Gagner, Lawrence J.                          1039                       $682.00         $477.40
Gardner, Bruce R.  *DISPUTED*                4215                         $0.00           $0.00  *DISPUTED*
Gardner, Bruce R.                            4252                    $17,404.00      $12,182.80
Garff, Maxine R.                             4604          I         $16,722.75      $11,705.93
Gatchel, Barbara (b)                         3492                         $0.00           $0.00
German Mutual Insurance Association          3040                     $4,400.00       $3,080.00
Gibbons, Glen G. & Elsie L.                  1163                     $5,452.85       $3,817.00
Giese, James A II (b)                        2415                     $9,094.55       $6,366.19
Gillam, JoAnn (IRA) (b)                      3489                         $0.00           $0.00
Godshalk, Ernest L. (Trust)                  2892                    $19,100.00      $13,370.00
Goertzen, Donald L.                          2656          I          $3,640.00       $2,548.00
Goertzen, Wanda J.                           2657          I          $3,640.00       $2,548.00
Goldman, Stuart O.                           1951                     $3,750.00       $2,625.00
Goldstein, Miriam                            2836                     $9,100.00       $6,370.00
Goss, Ralph H. (Trust)                       2889                    $23,600.00      $16,520.00
Gower, Jim H & Cheryl M                      4117                         $0.00           $0.00
Gragg, John B. TTEE                          1234                         $0.00           $0.00
Graham, Miriam B.                            2888                     $9,150.00       $6,405.00
Grantor Trust fbo Winters, Elizabeth         2797                     $9,325.00       $6,527.50
Greenwood, Harold R.                         1961                     $5,302.35       $3,711.65
Gromer, Virginia C. (b)                      4378                    $44,107.44      $30,875.21
Grosjean, Maria E.                           2886                     $9,150.00       $6,405.00
Haines, Richard S.                           4271                         $0.00           $0.00
Hamilton, Douglas & Deranleau, Nancy (c)     3393                       $156.25         $109.38
Hamilton, Robert W. Estate of                1758                     $9,553.38       $6,687.37
Hanna, Everett Louis & Kay F.                0992                     $6,054.24       $4,237.97
Hanna, Joseph M.                             0870                     $2,905.70       $2,033.99
Hannaford, Jule M. III TR Bakewell, 
   Barbara B. & Hannaford, Julie M. IV & 
   Hannaford, John L.                        1594                    $46,375.00      $32,462.50
Hansen, Cande L.                             3540                     $5,190.00       $3,633.00
Hansen, Jack L.                              3541                     $5,190.00       $3,633.00
Hansen, Jerry (a)                            3096                         $0.00           $0.00
HAP Pension Plan a/c #4P00420-02 (a)         3270                    $25,125.00      $17,587.50
Harding, Roger J. a/c#42051 (a)              3263                     $8,812.50       $6,168.75
Harris, Marcia W.                            2739          I         $18,200.00      $12,740.00
Hart, R. Augustus (Custodian)                3103                     $8,144.90       $5,701.43
Harvey, Bruce F. E.                          2835                    $23,000.00      $16,100.00
Hassan, Estella Williams                     2885                    $14,325.00      $10,027.50
Hatch, Frederick T.                          0314                     $5,184.00       $3,628.80
Healey, Jeanne C                             1857                    $31,288.91      $21,902.24
Hellgate Construction Co. Inc. 
   Profit Sharing  *DISPUTED*                0969                         $0.00           $0.00  *DISPUTED*
Hellgate Construction Co. Inc. 
   Profit Sharing                            1001                   $319,492.50     $223,644.75
Hellums, Virden A. (b)                       2973          B          $2,932.50       $2,052.75
Helm, Glora Bee (a)                          3261                     $1,125.00         $787.50
Helm, Glora Bee a/c #506346 (a)              3273                         $0.00           $0.00
Hempel, John Dans (b)                        2233                         $0.00           $0.00
Hengesbach, Jon V. (Trustee)                 0340                     $5,752.85       $4,027.00
Henk, Randolph P.                            1029                       $279.50         $195.65
Henke, Florence F. Testamentary Trust        1483                     $7,052.50       $4,936.75
Henke, Harry, Jr., Estate of                 1484                     $6,510.00       $4,557.00
Hennings, Janice (Gilbertson) (b)            0869                    $12,261.25       $8,582.88
Henschen, Carol M.                           1178                    $11,000.00       $7,700.00
Henschen, Carol M.                           1179                     $5,500.00       $3,850.00
Henschen, Herbert Jr.                        1180                     $5,500.00       $3,850.00
Heuer, Elmer O                               1582                    $11,054.50       $7,738.15
Hills, David E c/p Emery Crawford Hills      2122                     $2,223.60       $1,556.52
Hills, David E. cust Dana Hills              2013                     $1,743.20       $1,220.24
Hills, David E. cust Lauren Hills            2014                     $2,243.60       $1,570.52
Hitchcock, Howard S.                         1946                         $0.00           $0.00
Holbrook, Alan R.                            3255                     $5,479.70       $3,835.79
Hollybrook & Co                              1600                   $172,500.00     $120,750.00
Holmes, Charles B.                           0881                     $1,500.00       $1,050.00
Honke, Joe & Georgene M.                     1041                     $6,841.14       $4,788.80
Huber, Richard M.                            2884                     $9,603.85       $6,722.70
Humboldt Mutual Insurance Assn.              1094                     $4,400.00       $3,080.00
Ingersoll, Richard C.                        4127                     $9,450.00       $6,615.00
Iowa Valley Mutual Insurance Assoc.          0898                     $4,400.00       $3,080.00
Isbell, David J.                             1914                         $0.00           $0.00
Isenberg, Marshall N.                        0451                     $7,254.50       $5,078.15
Jackson, C. L. (a)                           3260                    $44,825.00      $31,377.50
Jacob, Carl B                                2882                    $13,725.00       $9,607.50
Jacobs, Donald L. (b)                        0739                     $8,074.27       $5,651.99
Jellison, Edward W. & Cynthia R.             0453         B           $2,404.00       $1,682.80
Jennings, Carolyn H.                         1960                     $9,625.00       $6,737.50
Jensen, Delbert, Christy & Ardis             1034                     $5,450.00       $3,815.00
Johnson, Bonnie L. *DISPUTED*                3991                         $0.00           $0.00  *DISPUTED*
Johnson, Bonnie L. (c) *DISPUTED*            3526                         $0.00           $0.00  *DISPUTED*
Johnson, Bonnie L. (IRA) (b) *DISPUTED*      3525                         $0.00           $0.00  *DISPUTED*
Johnson, Paul G. & Joyce C. JT TEN           1293                     $6,387.50       $4,471.25
Johnson, Richard & Shirley (b)               1592                     $2,558.00       $1,790.60
Johnston, Ralph W. & Thelma C.               1037                         $0.00           $0.00
JRH-3 (b)                                    2843                     $9,800.00       $6,860.00
Jungels, Elmer                               3542                     $4,762.50       $3,333.75
Katter, Gloria J. (c)                        3434                         $0.00           $0.00
Kelsey, Roy E. & Elsie L.                    0923                     $9,362.50       $6,553.75
Kerr, James J.                               1315                     $1,704.65       $1,193.26
Kerr, James J. & Patricia K.                 1314          B          $2,820.00       $1,974.00
Kerr, Patricia K.                            1313                     $1,707.15       $1,195.01
Kessler, Charles & Ellen (b)                 1113                     $3,849.00       $2,694.30
Key Trust Co. of Ohio N.A. (c)               None                    $52,756.50      $36,929.55
King, Harold G.S. & Lydia R. Botham          1187                    $18,800.00      $13,160.00
Kinley, Elizabeth W.                         1207                     $9,719.43       $6,803.60
Kirby, Deborah A. (Family Tr)                1089                    $14,025.00       $9,817.50
Klein, Samuel S & Harriett R Jt Ten          2394          I         $19,300.00      $13,510.00
Kleinlein, Evelyn R. (b)                     3432                     $2,312.50       $1,618.75
Kleinlein, Lillian (Estate) (b)              3433                     $2,312.50       $1,618.75
Koontz, Gerry & Carolyn                      3253                     $5,318.76       $3,723.13
Krehbiel, Stan                               3550          H         $18,150.00      $12,705.00
Kronenberg, Vivian P.                        0847                    $78,500.00      $54,950.00
Lake Penland Corp.                           2130                         $0.00           $0.00
Lakeland Development Corp.                   1030          I        $117,058.55      $81,940.99
Landes, Mary Jane                            2833                     $9,800.00       $6,860.00
Lankes, Mary Elizabeth & Richard             1347                       $229.50         $160.65
Larsen, Robert P. & Lorna A. (b) *DISPUTED*  4618                     $8,874.00       $6,211.80  *DISPUTED*
Lazere, Barbara & Arthur B.                  0882                    $24,312.50      $17,018.75
Lednicky, Forrest E & Joanne W               1626                         $0.00           $0.00
Leifson, Everett T. Revocable Trust          1253                         $0.00           $0.00
Leifson, Norma B. Revocable Trust            1244                         $0.00           $0.00
Leistad, Arlene (c)                          3427                         $0.00           $0.00
Levy, Abraham H. & Mildred                   2119                         $0.00           $0.00
Licaria, James P. & Jeanne C.                2539          I          $2,762.00       $1,933.40
Lillibridge, Jane                            2860                     $9,800.00       $6,860.00
Lowrey, George H.                            2832                    $18,450.00      $12,915.00
MacDonald, John W & Jeanne M                 0994                       $947.50         $663.25
MacDonald, John W. & Jeanne M. *DISPUTED*    2368                         $0.00           $0.00  *DISPUTED*
Mamis, Nancy B.                              4536                    $29,987.68      $20,991.38
Mandelbaum, Norman B. (b)                    1927                     $7,625.00       $5,337.50
Manzana Bros. LTD.                           2324          H         $49,182.50      $34,427.75
Marshall Theatre Corp.                       1258                     $9,375.00       $6,562.50
Master, Nancy                                2871                     $8,850.00       $6,195.00
May, W.H. Jr. & Hennings, D.A. (b)           1087                    $43,062.50      $30,143.75
McAteer, Irene M. (Estate of)                2112                    $10,100.00       $7,070.00
McCarthy, Noel                               3372                     $4,879.00       $3,415.30
McCarthy, Richard F. (b)                     0798                    $14,277.50       $9,994.25
McConadrie, John Jr. (b)                     2729                     $1,119.32         $783.52
McCune, DanielleTTEE                         1274                     $3,024.99       $2,117.49
McGowan, William G. Charitable Fund Inc. (a) 3274                         $0.00           $0.00
McLachlan, Suzanne (Chabot Trust)            2904                    $13,675.00       $9,572.50
McLean, Robert G.                            3919                     $3,825.00       $2,677.50
Mercer-McFadden, Carolyn                     1971                     $3,632.00       $2,542.40
Mitchell, Gregory J. (b)                     2166                         $0.00           $0.00
Mitchell, Susan D. (b)                       2167                         $0.00           $0.00
Mitler Trust fbo Jerome D. Ross              2795                    $24,052.85      $16,837.00
Mitler Trust fbo Ross, Burt                  2841                    $24,052.85      $16,837.00
Moffett, Anne L.                             2859                     $9,800.00       $6,860.00
Moody, Patricia                              2790                     $9,150.00       $6,405.00
Moody, Sidney C.                             2789                    $19,100.00      $13,370.00
Moore Trust fbo Alexander D. Close           2858                     $9,800.00       $6,860.00
Moore Trust fbo Jessie Close                 2856                     $9,800.00       $6,860.00
Moore Trust fbo Tina (Scott) Close           2857                     $9,800.00       $6,860.00
Morley, Ruth F. O.                           3972                    $23,875.00      $16,712.50
Morris, George A.                            2585          H         $24,682.50      $17,277.75
Mortensen, Clark A.                          2501                         $0.00           $0.00
Mortensen, Danny B.                          2488                         $0.00           $0.00
Moskin, J. Robert Trust u/w Morris Moskin    2855                    $38,300.00      $26,810.00
Munkholm, Darlene E.                         1703                    $12,372.00       $8,660.40
Munkholm, Darlene E.                         1955                     $5,366.50       $3,756.55
Nacke, Donna J.                              2162          I          $1,407.70         $985.39
Nelson, W. Peterson Trust                    2960          I          $7,250.00       $5,075.00
Neville Rodie & Shaw Profit Sharing 
   Trust (b)                                 2854                    $28,200.00      $19,740.00
Newland, Ann L.                              4136                         $0.00           $0.00
Newland, Don O.                              3795                         $0.00           $0.00
Newton Falls Paper Mill (b)                  2896                    $39,600.00      $27,720.00
Nicoll, Mary K.                              1348                         $0.00           $0.00
Nieland, Russell R. & Peggy E.               1279                     $4,737.50       $3,316.25
Noble, Estelle B.                            1185                    $18,350.00      $12,845.00
Nolte, Robert C. & Betty Jo (b)              3101                    $12,462.15       $8,723.51 
Nordstrom, Donald W. & Karin L.              1035                    $11,259.00       $7,881.30
Oliver, Alice Trust 11/22/57                 2786                    $23,875.00      $16,712.50
Oliver, Alice Trust 11/18/41                 2787                    $23,875.00      $16,712.50
Olson, Elwood N.                             4293                     $9,200.00       $6,440.00
Ormsby, Richard E Family Trust (b)           1822                     $8,828.80       $6,180.16
Ottertail Investment Group (b)               1183                     $2,591.58       $1,814.11
Pao, Joanne T. (a)                           3266                    $28,968.75      $20,278.13
Pardridge, Mary A.                           2842                     $9,800.00       $6,860.00
Peller, Janet & John                         2641                     $4,260.00       $2,982.00
Perry, Ray P.                                0297                     $2,787.00       $1,950.90
Petersen, Gary L.                            1902                     $2,030.00       $1,421.00
Petersen, Gary L. & Jilene J.                1904                    $10,531.25       $7,371.88
Petersen, Jilene J.                          1903                     $3,045.00       $2,131.50
Pickel, Rolland                              1756                     $8,540.00       $5,978.00
Pickering, Steven A. & Ann L.                1120                         $0.00           $0.00
Piper Jaffray FBO Charles F. Schafer IRA     4486                         $0.00           $0.00
Piper Jaffray FBO Dean Scherer IRA           4487                         $0.00           $0.00
Planeta, Alan T (b)                          4059                     $2,085.00       $1,459.50
Platt, Elaine A.                             4484                         $0.00           $0.00
PNG Partnership (c)                          3417                         $0.00           $0.00
Pohlman, Steven L. & Susan M.                3742                     $5,892.35       $4,124.65
Popelar, Ralph F.                            1190                     $7,514.50       $5,260.15
Porter, John C & Annette O.                  4123          H         $12,955.00       $9,068.50
Puleston, Elizabeth Ann                      3339                    $27,450.00      $19,215.00
Pyle, Robert M., Jr.                         2853                     $9,800.00       $6,860.00
Quackenbush, Shirley Heller                  3789                     $4,850.00       $3,395.00
Rader, Jennifer C.                           4299                     $3,914.50       $2,740.15
Rader, Judith Anne                           4298                     $3,914.50       $2,740.15
Rajpal, Shashi M.                            2741                    $12,004.00       $8,402.80
Randle, D. L. & Gail W.                      0335                     $5,604.50       $3,923.15
Reeves, Ray L.                               1146                         $0.00           $0.00
Remmele, Erwin C. & Karen M.                 1093                     $4,350.00       $3,045.00
Ripley, Elizabeth K.                         2852                     $9,800.00       $6,860.00
Ripley, F. Fuller (b)                        2851                     $9,800.00       $6,860.00
Ripley, F. Fuller 1963 Trust                 2850                     $9,800.00       $6,860.00
RLF Enterprises                              3257                    $33,602.35      $23,521.65
Robert Mellin Trust (b) for Larry 
    Martindale, John Clark and Stanley 
    Margolis                                 0939                     $5,639.00       $3,947.30
Robertson, Durwood Page & Johanna I.         3048                    $15,813.07      $11,069.15
Rodie, III, William S.                       2827                    $27,450.00      $19,215.00
Rohwer, Frances J.                           3049                    $11,764.79       $8,235.35
Rohwer, Lloyd H. & Frances J. (b)            3050                    $11,764.79       $8,235.35
Rokahr, Frederick D & Beulah M.              3553                     $3,255.00       $2,278.50
Ross, Barbara O'Neil                         2120                    $15,129.00      $10,590.30
Rovie, Kenneth C. (b)                        3470          H          $3,149.00       $2,204.30
Rowland, Lucy                                2783                     $9,150.00       $6,405.00
Rush, Catharine D.                           2849                     $9,800.00       $6,860.00
Sawatzke, Geraldine A. & Lawrence P. 
   *DISPUTED*                                4544                         $0.00           $0.00  *DISPUTED*
Sawyer, Frank D. (Family Trust) (b)          0836          I          $8,032.00       $5,622.40
Schafer, Charles F fbo Piper Jaffray         3752                         $0.00           $0.00
Scherer, Dean (IRA)                          3917                         $0.00           $0.00
Schmelter, Jay                               0789                    $14,680.00      $10,276.00
Schneider, Marcia & Frederick                2781                    $23,937.50      $16,756.25
Schroeder, Lee (b)                           3552                         $0.00           $0.00
Schuh, Sharon Carrell                        4195                    $13,400.00       $9,380.00
Schumann, James E. (b)                       1079                    $10,414.00       $7,289.80
Schwab, Ed                                   2075                    $12,188.20       $8,531.74
Schwab, Ed                                   2082                     $3,757.05       $2,629.94
Scott, Gordon Lewis                          1641                    $22,268.75      $15,588.13
Sear, William                                3082          B          $4,656.00       $3,259.20
Sederberg, Aldon                             3539          D          $2,380.00       $1,666.00
Sell, Lucille E.                             1053                         $0.00           $0.00
Setness, Peter A. (a)                        1890                     $7,904.20       $5,532.94
Severson, Orvin J. Trust                     3844                         $0.00           $0.00
Sgambati, Gueriino & Theresa                 1208                         $0.00           $0.00
Shaffer, Peter B. Estate                     2780                     $7,550.00       $5,285.00
Shane, David Graham                          2779                    $23,875.00      $16,712.50
Shaw, Steven W.                              0899          B          $2,175.00       $1,522.50
Sievers, Jill (b)                            2164                         $0.00           $0.00
Sievers, William J. (b)                      2163                         $0.00           $0.00
Sly, E.R. (b)                                3057                         $0.00           $0.00
Smithe Machine Collective Bargaining (b)     2813                    $48,000.00      $33,600.00
Smithe Machine Retirement Plan (b)           2848                    $57,200.00      $40,040.00
Stenovich, LeLand L.                         4184                     $5,914.07       $4,139.85
Stewart, Daniel                              1218                     $4,327.00       $3,028.90
Stewart, Michael (b)                         1236                     $3,160.00       $2,212.00
Stowell, Dexter M. (Trustee)                 1994                     $6,352.00       $4,446.40
Stransky, John P & JoAnn                     2216          D          $3,199.95       $2,239.97
Sullivan, Daniel F. *DISPUTED*               4081                    $16,450.00      $11,515.00  *DISPUTED*
Sullivan, Daniel F. *DISPUTED*               4223                         $0.00           $0.00  *DISPUTED*
Sullivan, Daniel F. *DISPUTED*               4344                         $0.00           $0.00  *DISPUTED*
Sullivan, Daniel F.                          4346                    $16,720.00      $11,704.00
Surhoff, Henry                               1895          B          $2,058.70       $1,441.09
Swanson, Michael                             1562                     $4,787.50       $3,351.25
Swinyer, Leonard J. MD                       1329                    $19,207.70      $13,445.39
Swinyer, Thalia A.                           1330                    $11,907.70       $8,335.39
Taft, Robert                                 3581                     $6,380.88       $4,466.62
Tair Financial Ltd. a/c #355110 (a)          3264                     $7,750.00       $5,425.00
Talcott, Elmer                               2777                    $18,300.00      $12,810.00
Tempero, Richard & Sue Ann                   2151                     $4,250.00       $2,975.00
Thorstenson, Yvonne R.                       2296                     $5,270.25       $3,689.18
Toda Enterprises                             3976                         $0.00           $0.00
Troy Mills Inc. Pension Trust (b)            2809                    $24,500.00      $17,150.00
Troy Mills Local 1560 Trust (b)              2810                     $9,800.00       $6,860.00
Turner, Andrea J. Custodian for Kimberly 
   A. Turner U/CA/UTMA *DISPUTED*            1783                         $0.00           $0.00  *DISPUTED*
Tweedy Company, The (b)                      2897                    $19,600.00      $13,720.00
U.S. Bank of Oregon Trustee Collective
   Funds - Qualivest                         3608                    $90,665.00      $63,465.50
U.S. Bank of Oregon Trustee Isaac D. Junt    3609                    $50,100.00      $35,070.00
U.S. Bank of Oregon Trustee Collective Funds 
   Equity Fund                               3610                   $286,778.21     $200,744.75
U.S. Bank of Oregon Trustee Grover W. 
   Hillman                                   3612                    $25,050.00      $17,535.00
U.S. Bank of Oregon Trustee First Friends 
   Church Fund                               3614                     $4,045.00       $2,831.50
U.S. Bank of Oregon Trustee Small Comp. 
   Value Trust                               3617                    $59,637.50      $41,746.25
U.S. Bank of Oregon Trustee Eloise B. Brier  3618                    $50,340.00      $35,238.00
U.S. Bank of Oregon Trustee George E. Powers 3619                    $25,210.00      $17,647.00
U.S. Bank of Oregon Trustee C.G. Farrow 
   Grandchildren                             3621                    $15,150.00      $10,605.00
U.S. Bank of Oregon Trustee Edward Schoor    3626                    $10,100.00       $7,070.00
U.S. Bank of Oregon Trustee Benard 
   Mainwaring                                3628                    $51,125.00      $35,787.50
U.S. Bank of Oregon Trustee Norris A. Leach  3629                    $25,210.00      $17,647.00
U.S. Bank of Oregon Trustee Charles J. 
   McGonigle                                 3630                    $50,340.00      $35,238.00
U.S. Bank of Oregon (b) in its Capacity as 
   Trustee for its Collective Small Funds - 
   Small Comp. Value Retirement Fund         3607                   $585,495.00     $409,846.50
U.S. Bank of Oregon (b) Trustee Oregon Comm. 3611                    $16,032.50      $11,222.75
U.S. Bank of Oregon (b) Trustee Funds 
   Foundation Equity Trust                   3615                   $108,690.00      $76,083.00
U.S. Bank of Oregon Co-Trustee Virginia 
   L. Miller                                 3633                    $50,100.00      $35,070.00
U.S. Bank of Oregon Trustee Elks Youth 
   Eve Service                               3632                   $111,000.00      $77,700.00
U.S. Bank of Oregon Trustee Doris S. Seale   3634                     $5,050.00       $3,535.00
U.S. Bank of Washington Trustee Joseph 
   Rogers                                    3620                    $15,150.00      $10,605.00
Uhlein, Grace H. (a)                         2866                     $4,600.00       $3,220.00
Vanbergen, Elizabeth H.                      1941                     $1,050.00         $735.00
Vetas, Ismene                                3256                     $4,287.21       $3,001.05
Virginia Steele Tr.                          3337                     $9,150.00       $6,405.00
Vogt, Kenneth L. & Janice D                  3546                    $17,275.00      $12,092.50
Voigtlander, William T.                      3087                         $0.00           $0.00
Wallace, Jon M.                              1198                     $6,056.90       $4,239.83
Wallace, Maricarol                           1242                     $5,775.00       $4,042.50
Warburg Pincus                               2034                    $91,000.00      $63,700.00
Warner, Bert M. & Michael S., TTEES          1972                         $0.00           $0.00
Warner, Bert M. & Neil O. TTEE               1967                         $0.00           $0.00
Washburn, Anna Bell L.                       2770                     $9,150.00       $6,405.00
Washburn, Jr. Stanley                        2771                    $22,875.00      $16,012.50
Washburn, Margaret                           2772                    $22,481.25      $15,736.88
Weber, Dorothy G & William F. FBO of         0972                    $22,268.75      $15,588.13
Wellington, Roger U. 1968 Trust (b)          2769                    $47,750.00      $33,425.00
Wettstein, Chuck J.                          4392                        $17.50          $12.25
Whalen, Harry F. & Hilda P. (c)              0824                     $5,357.90       $3,750.53
Whiting, Mary (a)                            1066                       $564.00         $394.80
Whiting, Mary (b)                            1066                       $453.00         $317.10
Whitman, William Trustee                     1302                    $23,250.00      $16,275.00
Wiebelhaus, Eugene A. & Joan M.              3538                     $9,300.00       $6,510.00
Winegar, Wallace Dr. TR PS Plan (b)          2195                     $7,682.50       $5,377.75
Winkler, Constance M (b)                     1530                     $9,650.00       $6,755.00
Winter, Alpheus Trust                        2798                     $9,325.00       $6,527.50
Wintermantel-Zondlo, Joanne                  2824                    $23,875.00      $16,712.50
Wuest, Frederick C.                          0864                    $26,591.63      $18,614.14
Wuinn, Gene                                  1812                         $0.00           $0.00
Wurts, Benjamin W                            2862                     $4,775.00       $3,342.50
Wurts, Charles S                             2861                     $4,775.00       $3,342.50
Yale Converts/Froley Revy (b)                3327                 $2,200,000.00   $1,540,000.00
Yatsevitch, Barbara S.                       2799                     $9,800.00       $6,860.00
Yoder, Earl M. (b)                           4582                     $8,400.00       $5,880.00
 
   	TOTAL:                                                        $9,828,036.77   $6,879,627.74
</TABLE>

- ---------------
A    Claim has been assigned to Access Capital.
B    Claim has been assigned to Argo Partners.
C    Claim has been assigned to Comac International NV
D    Claim has been assigned to Debt Acquisition Company of America
E    Claim has been assigned to Comac Partners LP
F    Claim has been assigned to Riverside Contracting Corporation
G    Claim has been assigned to Credit Research
H    Claim has been assigned to KIA Factors
I    Claim has been assigned to BP Investment Recovery Partners
J    Claim has been assigned to NationsBanc Montgomery Securities


                          PLAN (AMENDED) EXHIBIT "F"

                 List of Limited Partner Claims as Uniformly
           Calculated by the Trustee and Allowed (Limited) (Class 7)
                            In the Amended Plan

<PAGE>

                                EXHIBIT "F"

                                 LIST OF
         LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE 
      TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE AMENDED PLAN

*   Unless indicated as disputed

<TABLE>
<CAPTION>
CLAIMANT                            CLAIM NO.  EXPLAN.  COLUMN 1         COLUMN 2
                                               NOTES    ORIGINAL CLAIM   ALLOWED CLAIM
                                                        AMOUNT           AMOUNT
                                                        AS UNIFORMLY     (25% OF ORIGINAL
                                                        CALCULATED BY    CLAIM AMOUNT)
                                                        THE TRUSTEE
<S>                                 <C>        <C>      <C>              <C> 
Ashenden, James F. & Mary Jane      1021                   $50,000.00       $12,500.00
Barneich, E G                       1557                   $50,000.00       $12,500.00
Barsy, Joseph                       1311                   $50,000.00       $12,500.00
Bartlett, Barry R.                  1515                   $25,000.00        $6,250.00
Cerullo, Leonard J.                 1245                   $25,000.00        $6,250.00
Cook, Arnold G.                     0806                   $50,000.00       $12,500.00
Cosgrave, Ronald F.                 0918                   $50,000.00       $12,500.00
Croke, III, Thomas B & Laura L.     0996                   $25,000.00        $6,250.00
Ellington, Stewart L. MD            3482                        $0.00            $0.00
Ellsworth, James L                  1838                   $50,000.00       $12,500.00
Evans, R. M.                        1446                   $50,000.00       $12,500.00
Gordon, Joe Sr.                     0197                        $0.00            $0.00
Gordon, Joe Sr.                     0198                        $0.00            $0.00
Gordon, Joseph Sr.                  0872                   $50,000.00       $12,500.00
Guernsey, Alan S.                   1451                   $25,000.00        $6,250.00
Gustafson, J. Eric                  0631                   $25,000.00        $6,250.00
Hajt, William                       1480                   $25,000.00        $6,250.00
Hanlon, Glen                        4553                   $25,000.00        $6,250.00
Hansel, D.D.S., James R. & N. Jean  2756                   $50,000.00       $12,500.00
Hansel, James R. & N. Jean          4533                        $0.00            $0.00
Hansen, Kay O.                      2016                   $50,000.00       $12,500.00
Harris, David R. (Trustee)          0787                   $50,000.00       $12,500.00
Hartford Accident and Indemnity Co. 3736                        $0.00            $0.00
Heinen, Paul A and Gloria N.        2202                   $25,000.00        $6,250.00
Hester, Monte E.                    3947                   $50,000.00       $12,500.00
Hunter, Charles D.                  0907                   $50,000.00       $12,500.00
Imrem, Ervin R.                     2131                   $25,000.00        $6,250.00
Jackson, Glenn E. Estate of         1509                   $50,000.00       $12,500.00
Kaynor, Kirk G & Sunny Sue          2481                   $50,000.00       $12,500.00
Kennedy, Keith J.                   1632                   $50,000.00       $12,500.00
Koenig Family Trust                 0632                   $50,000.00       $12,500.00
Krieger, Mitchell I.                1262                   $50,000.00       $12,500.00
Lagios, Peter                       1260                   $50,000.00       $12,500.00
Lewis, Steven H.                    1265                   $25,000.00        $6,250.00
Maholias, Konstantin and Elizabeth  0928                  $250,000.00       $62,500.00
Mahoney, William P.                 0613                   $25,000.00        $6,250.00
McGrath, Max E.                     0385                   $50,000.00       $12,500.00
McGuire, John S.                    1271                   $50,000.00       $12,500.00
McNerthney, Eloise M.               3948                   $50,000.00       $12,500.00
Murando, Stephen A.                 0807                   $50,000.00       $12,500.00
Nechtow, Stephen D.                 1354                   $35,000.00        $8,750.00
Nierman, Judith                     1568                   $25,000.00        $6,250.00
Northern Trust (Trustee) 
   Susan E Trees Trust              0946                   $50,000.00       $12,500.00
Olson, Charles W. III               1365                   $50,000.00       $12,500.00
Parker, James W.                    1553                   $50,000.00       $12,500.00
Patrick, James                      2280                   $25,000.00        $6,250.00
Paxson, James                       1437                   $25,000.00        $6,250.00
Paxson, Kristin H.                  4295                   $25,000.00        $6,250.00
Pemberton, Ron                      0874                   $25,000.00        $6,250.00
Peterson, Barbara                   0873                   $50,000.00       $12,500.00
Replogle, Robert & Carol            1501                   $50,000.00       $12,500.00
Rochell, Norman (estate)            3956                   $25,000.00        $6,250.00
Rochell, Steven M MD                3312                   $25,000.00        $6,250.00
Rodin, Bruce & Nancy                1456                   $50,000.00       $12,500.00
Rogers, Mike & Anne                 1907                   $25,000.00        $6,250.00
Rothe, Robert C.                    0908                   $50,000.00       $12,500.00
Ryder, Richard E. and Pernie N.     0449                   $50,000.00       $12,500.00
Schriesheim, Alan and Beatrice      1785                   $50,000.00       $12,500.00
Semerdjian, Ronald A.               1436                   $50,000.00       $12,500.00
Sokoloff, Norman F. M.D.            1132                   $50,000.00       $12,500.00
Soper, Thomas G.                    2605                   $50,000.00       $12,500.00
Stalzer, Richard C.                 3306                   $50,000.00       $12,500.00
Suttie, Burton & Kathel             1438                   $50,000.00       $12,500.00
Taubensee, Dale T                   3343                   $50,000.00       $12,500.00
Taubensee, Kent T                   3355                   $50,000.00       $12,500.00
Trees, M. Jay                       0832                   $50,000.00       $12,500.00
Whitty, Raymond J. Jr.              2179                   $25,000.00        $6,250.00
Wilske, Kenneth R                   1543                   $50,000.00       $12,500.00
Wineberg, Harvey S.                 1264                   $25,000.00        $6,250.00
Wixson, Richard L.                  2765                   $25,000.00        $6,250.00

     TOTAL:                                             $2,885,000.00      $721,250.00
</TABLE>




                         PLAN (AMENDED) EXHIBIT "G"

          List of Allowed Deeply Subordinated Claims (Class 8)

<PAGE>


                               EXHIBIT " G"

                                LIST OF
               ALLOWED DEEPLY SUBORDINATED CLAIMS (CLASS 8)

<TABLE>
<CAPTION>
CLAIM NO.     CLAIMANT                               	EXPLANATION   CLAIM AMOUNT
                                                      NOTES
<S>           <C>                                     <C>           <C>
    4         Afco Credit Corporation                                 $110,000.00
  236         Brighton Bank                               	A          $295,000.00
  121         Brobeck Phleger                                          $40,000.00
  130         Fuji Bank                                    A        $4,000,000.00
  169         Security Pacific Bank          
              Seattle First National Bank                           $1,000,000.00
None - See    Washington Square as lead lender
Order dated   for a consortium of lenders                           
9/25/95                                                             $3,500,000.00

     TOTAL:                                                         $8,945,000.00
</TABLE>


- ---------------
(A) Claim has been assigned to Credit Research and Trading LLC.



                         PLAN (AMENDED) EXHIBIT "H"

               List of Allowed Section 510(b) Equity Claims of
              Claimants Who Purchased and Sold Existing Common
            Stock as Uniformly Calculated by the Trustee (Class 9)

<PAGE>

                               EXHIBIT "H"

                                 LIST OF
   ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
               SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
                          BY THE TRUSTEE (CLASS 9)

*   Unless indicated as disputed

<TABLE>
<CAPTION>
CLAIM   CLAIMANT                                  EXPLAN.   CLAIM AMOUNT
NO.                                               NOTES
<S>     <C>                                       <C>       <C>
4622    Abel, Charles                                            $2,058.31   
3579    Abraham, Ronald D. & Shirley B.                          $4,561.50   
1858    Abramowitz, Joseph                                         $960.53
3258    Abrams, Stanley PC Profit Sharing Plan                  $51,100.00
2626    Acheson, June & Robert G.                                $2,006.00
2329    AcKerman, Paul R.                                        $1,050.00
1259    Adams, Connie Jo                                         $2,336.62
2898    Adams, Florence (Trust) (a)                              $7,458.00
2913    Adams, Thomas S. (a)                                         $4.00
2398    Adusumalli, Subbarao & Satyavathi                        $7,070.00
2987    AGED & D Investment Club                                     $0.00
 844    Akins, James E. (a)                         I           $84,429.00
 840    Akins, Thomas A. (a)                        I           $12,640.00
1277    Akins-Colvill, Mary Beth                    I           $12,640.00
4623    Akre, Steve                                              $1,576.99
4005    Albjerg, Howard F.                                         $437.00
2303    Albright, Evaun L. & Adeline E.                          $1,550.00
3926    Albright, W. DeWayne                        I            $2,737.50
2245    Aldean, Stewart                                          $8,037.50
2690    Alexander, Gordon                                        $5,242.20
        Allen, Margarethe L.                                     $2,105.53
4624    Allen, Rae Elizabeth                                     $4,854.43
2698    Allen, Timothy K. & Lynn                                 $5,550.00
4625    Allen-Meister, Stacy                                     $4,483.91
2409    Alley, Lonnie B.                                         $4,137.50
2408    Alley, Lonnie B. & Dorothy H.                            $5,151.75
2134    Allgood, Carol H.                                          $446.50
4626    Allison, Todd                                                $9.86
4627    Allsop, Gregory J. Estate of                            $14,327.80
3744    Alter, Edward T.                                         $1,820.75
1729    Altman, Adrienne                                         $4,228.75
4628    Altorfer, Paul                                           $2,224.66
 387    Amatuzio, John                                           $9,175.00
1697    Amman, Gene D. & Jeanette K.                               $758.65
2299    Ammerman, Garmen K.                                      $1,016.00
4185    Amundson & Squires Inc.                                  $3,625.00
 315    Amwill Investors                                         $1,975.00
2390    Amussen, Franz S. (b)                                    $1,050.04
2582    Andersen, Mark D.                                          $228.12
3004    Anderson, Anne                                               $0.00
 434    Anderson, Carl O. & Dorothy C.                           $2,276.45
4629    Anderson, Charles A.                                    $13,828.74
4630    Anderson, Dean R.                                        $8,418.49
 483    Anderson, G. Kay                                         $3,070.75
 867    Anderson, G.W. (a)                                       $6,942.50
2074    Anderson, Glenn M.                                       $4,087.50
4076    Anderson, Herbert S                         I            $2,925.00
2255    Anderson, Hyrum                                          $6,562.50
 301    Anderson, Hyrum Thomas & Lou Jean                        $3,437.50
4631    Anderson, James R.                                       $6,914.30
 914    Anderson, John R.                                        $6,942.50
4632    Anderson, Lynn E.                                       $11,796.14
4056    Anderson, Marlene                                          $355.25
4058    Anderson, Marlene & Sara                                   $355.25
4633    Anderson, Martin C.T.                                   $14,372.90
4634    Anderson, Peter C.                                       $2,226.95
4183    Anderson, Robert O. *DISPUTED*                               $0.00  *DISPUTED*
4331    Anderson, Robert O.                                        $725.00
4617    Anderson, Robert O. *DISPUTED*                               $0.00  *DISPUTED*
4396    Anderson, Thomas W. & Austin, Roger E.                       $0.00
 774    Andrews, Dorothy P. Hansey                                   $0.00
1440    Andrews, John W.                            I            $3,384.07
1396    Aquino, Jeannette Cox                                    $2,280.75
1195    ARB Investment Partners                                  $1,462.50
3978    Arbuckle, Judy                                           $2,664.37
3977    Arbuckle, Robert                                         $2,585.62
4635    Armstrong-Lindsay, B. Gayle                              $1,837.00
2680    Arnett, Howard G.                                        $1,100.00
 987    Arntsen, Arthur                             I            $1,271.87
3775    Art Schwichtenberg Eq.                                   $2,591.40
1561    Arum, Barbara *DISPUTED*                                     $0.00  *DISPUTED*
1564    Arum, Barbara (a)                                        $6,557.00
2625    Ashfeld, Darrel B. & Wendy J.                            $1,800.00
 422    Assid, Camille & LaVerl                                    $124.00
2426    Astor, Daphne a/c WAR 1                     G           $13,506.25
2421    Astor, Daphne a/c War 2                     G            $3,987.50
2422    Astor, Daphne a/c War 3                     G            $4,900.00
2423    Astor, Michael a/c Fund Micky (a)           G           $67,000.00
2747    Attic Workshop Quilts Money Purchase Plan   I            $3,650.00
 793    Aukermkan, Colin L.                                      $1,434.37
2160    Aumfield, Ervin F.                                       $7,087.50
3357    Austin, Suzanne C.                          I            $3,450.00
2623    Baber, Simone                                            $2,000.00
3666    Bachner, Margaret Joyce                                    $629.00
4636    Backus, Tonya L.                                         $2,272.66
3112    Bacon, John S. (estate)                                  $1,531.25
3965    Bailey, Gage Jr.                                        $17,969.00
 514    Bailey, George L.                                        $1,866.98
3927    Bailey, J. Barry                                         $1,500.00
 783    Bailey, Paul                                               $791.00
2194    Baker, Joseph (a)                                        $1,623.85
1103    Baldwin, Reed M.                                         $5,766.49
3453    Baltz, Ann M.                                                $0.00
4602    Balzart, Blake                                           $4,497.50
4113    Bandh, William B                                           $425.00
4637    Bangert, Raymond                                         $3,905.20
3346    Bangs, George A. Estate                                    $525.00
2633    Bank of America Emp Ben Svc #8620                        $3,531.25
3519    Bannister, James M. (a)                                  $1,130.60
4543    Banque Nationale de Paris                               $48,000.00
2632    Bargfrede, Carl H.                                       $7,843.75
1876    Barker, Thomas S Jr                                        $913.32
3781    Barna, Guzy & Steffen                                    $6,488.80
 414    Barnes, Vance A.                                         $4,353.07
2100    Barnett Builders Profit Sharing &                    
           Pension Plan                                          $4,032.15
2101    Barnett, Marjorie L.                                     $4,812.00
1448    Barney, Glen F. & Donna L.                               $2,423.75
1882    Barnhart, James D. & Doris M.                            $1,012.50
1772    Barnhart, Jeff                                             $643.75
4343    Barrier, Patricia W.                                     $7,812.00
2621    Barrington, John W.                                        $175.00
3903    Barrows, John H. & Nadine C.                                 $0.00
3561    Bart, Bruce                                                  $0.00
4395    Bart, Bruce & Harriet                                        $0.00
4060    Barth, Michael J                                           $767.25
 287    Barton, Darrel W. (a)                                    $8,999.00
 287    Barton, Darrel W. (b)                                    $6,124.00
 287    Barton, Darrel W. (c)                                   $12,166.35
3700    Barton, Mary Keith                                         $500.00
3893    Bartz, Jean B.                                               $0.00
1281    Baruch, Shaul C. (a)                                         $0.00
4638    Bates-Spillman, Belinda                                  $5,080.21
 601    Bauer, Arthur J.                           I             $2,946.25
4639    Bauman, H.L.                                               $671.09
3084    Bean, Lee L. & Mary Louise                               $3,480.00
4640    Bean, Michael H.                                         $3,890.05
2347    Beardsley, Chris                                           $437.50
1786    Beazley, James                                           $1,543.00
1791    Beazley, James W & Patricia Ann (a)                      $5,832.25
3824    Beck, Harold W. & Joanne R.                                $806.25
3825    Beck, Joanne R.                                            $875.00
 384    Becker, Arthur A. & Dorothy M.                           $3,747.50
4426    Beckman, Leon                                              $462.50
2574    Bedtke, John                                                 $0.00
3035    Bedwell, Loren W. & JoAnn                                $2,000.00
1022    Beerntsen, Melvin J.                                     $1,199.00
2654    Behrends, Mary E.                          I             $1,637.50
4641    Bell, Kenneth W.                                         $2,193.06
3200    Bell, Michael L. Trustee  U/W Patricia             
           L. Wagoner                                            $4,750.00
3215    Bell, Micheal L.                                        $10,999.00
3205    Bell, Micheal L. Jr.                                     $1,500.00
4642    Bell, Patrick Kenneth                                    $9,938.34
2193    Belt Makers, Inc.                                        $1,202.00
2678    Bend Dermatology Clinic Pension Plan                       $950.00
3201    Bender, Nathaniel B. Jr.                                 $2,275.00
4492    Bendocchi, Edward & Delores                                  $0.00
4537    Benecke, Renee & Jeff                                      $200.00
4442    Beneke, Leland F.                                            $0.00
4189    Benham, Clara Bernice                                      $406.50
3515    Bennett, Adrian A. c/f                                   $1,321.88
3514    Bennett, Adrian A. III & Nancy A.M. (a)                 $10,987.51
3517    Bennett, Alyssa (a)                                      $9,109.38
3516    Bennett, Christopher A.                                  $4,554.68
1645    Bennett, John D. & Carole R.                               $528.21
 729    Bennett, Keith E. & Elizabeth J.                         $1,793.75
3512    Bennett, Nancy A. M.                                     $9,109.38
4574    Benson, James A. Custodian for                      
           Daniel L. Benson                                      $1,271.87
4579    Benson, James A. Custodian for                      
           Robert J. Benson                                      $1,271.87
4038    Benson, Janice M.                                        $9,100.00
4037    Benson, Robert W                                         $9,100.00
3030    Berg, Charles                                              $387.50
3901    Berg, O. Richard & Linda                                 $1,076.00
4240    Bergman, Harold & Frances                  I             $1,075.00
1851    Bergman, Louis                                          $48,105.00
2970    Bergner, Farrel B.                                         $375.00
1643    Berk, Henry L. & Winifred W.                             $2,375.00
 710    Berndt, Lavern H.                                        $3,656.25
4288    Bernick, Saul A. Trustee for                   
           Milton Bernick Children Trust                         $1,750.00
3641    Bernstein, Gloria S.                                       $237.50
4391    Berry, George                                              $700.00
1458    Bertrand, Jeanne                                         $2,456.25
 460    Best, Michael & Jeannine M.                              $1,106.75
4643    Beveridge, James A.                                      $3,826.92
2976    Beyer, Audrey`                                             $407.50
2996    Beyer, Leopold                                             $637.50
 510    Beyer, Lester & Dana                                     $5,937.50
 598    Biddulph, R. Bruce & Joan                  I               $863.75
2069    Bingham, Carlton Reed IRA (a)                            $5,227.25
2068    Bingham, Carlton Reed TTEE                      
           Living Trust (a)                                    $232,207.69
4482    Bird, William                                            $4,712.50
4644    Bisbee, Bruce                                            $3,560.56
1928    Bishop, Robert D. & Janice C.              I             $1,712.42
4447    Bistan, Robert J.                                        $1,150.00
4146    Blahna, Lyle & Doris                                     $3,653.55
1393    Blake, Deborah                                           $3,283.22
1893    Blanton, George & Anna                                     $421.00
4192    Bleymaier, Joseph S. Sr. (Family Trust)                  $2,537.50
1577    Blockwitz, William F. (a)                                $9,763.00
4032    Bloomquist, Donald R. & Dorothy J.                       $1,950.00
1075    Boca, Robert & Darunee                                     $775.00
1872    Bodourian, Michael H & Marwin J                          $9,729.23
2639    Boeding, Raymond R. & Joan                 I             $1,687.50
2977    Boesch, John W. & Shirley A.                             $2,634.37
4383    Boeselagez, A. Von                                       $1,250.00
4385    Boeselagez, August C Von (a)                               $950.00
4384    Boeselagez, August C. Von                                $1,500.00
4410    Bogard, Robert C.                                            $0.00
3085    Bollman, John P. & Beth A.                               $2,062.50
2677    Bonavia, Emily J.G.                                      $1,750.00
2314    Booker, Elon D. & Eilee                                  $3,858.00
2116    Booth, Richard L.                                          $825.00
2139    Bot, Vincent E.                                          $5,999.00
1332    Bouslough, Raymond                                           $0.00
3080    Bowen, Eldon A.                                          $1,412.50
2560    Bower, Elizabeth H.                                        $971.62
4163    Bowman, Dennis A.                                        $2,750.00
3210    Bowman, Dennis F.   C/O Haas, James                        $875.00
4433    Bowman, Glenn & Mary (Piper Trust)                           $0.00
4228    Boyce, Mildred M. (Trust)                                $3,970.90
1521    Boyd, Willard L                                          $1,250.00
4498    Bozak, John L. & Josephine A.                            $7,937.50
1798    Bradford, William III                                   $21,288.38
2526    Brandt Pork & Beef Farm Inc.                               $311.50
4137    Braunger, Paul                             I             $2,218.75
4149    Breidel, Paul & Betty J.                                   $500.00
3660    Brennan, William James & Patricia A.                     $2,500.00
2017    Brigante, Vincent A & Elizabeth O.                         $887.50
3009    Brigham Street Investments                                 $171.10
4645    Bright, Stan                                             $1,477.55
1391    Brody, Shirley S.                                       $16,730.08
1392    Brody, Shirley S. TTEE FBO Brody             
           Living Trust                                         $14,119.50
3694    Brotherton, Daniel F. & Curtis W.                          $225.00
3693    Brotherton, Daniel F. & Patricia A.                      $1,750.00
3698    Brotherton, Patricia                                     $1,218.75
1310    Brown, Arline M.                                         $6,249.00
2478    Brown, Farrell Jay & Susan                               $3,945.00
3898    Brown, Frank F. & Barbara M.                               $440.75
2077    Brown, Garthe TTEE                         I            $21,641.80
1542    Brown, Monte A                                           $6,216.42
4646    Brown, Richard                                           $6,957.93
2712    Brown, Robert K.                                         $4,870.31
4045    Brown, Roger D                                             $243.75
1537    Brown, Susan I                                           $2,530.00
1538    Brown, Susan I                                          $20,531.31
1540    Brown, Susan I                                           $1,954.15
1541    Brown, Susan I                                           $1,517.10
3511    Bruman, Dennis & Judy (a)                                $4,679.68
2281    Brummitt, Charles W                                     $18,953.39
4499    Brundage, Mildred L.                                     $2,450.00
4272    Bruner, Betty J.                                           $812.50
 324    Bryant, Robert L.                                        $1,075.00
2907    Buckley, Linda A.                                        $5,750.00   
2906    Buckley, Mark W.                                         $8,625.00
2983    Buker, Helen H.                                          $2,612.50
1124    Bullen, Charles W. (Trustee)                               $334.76
1126    Bullen, Charles W. (Trustee)                             $5,504.39
 965    Bullens Employees Profit Sharing                        $10,175.21
1464    Burdette, David F.                         I             $2,885.85
4011    Burhard, Joseph T. Personal                           
           Representative of Shirley Burhard       `             $3,250.00
3292    Burkard, Joseph T.                                       $3,250.00
1828    Burns, Jim                                              $20,609.70
4276    Burnstead, Fred & Joan                                   $6,195.00
3510    Burroughs, Helen S.                                      $1,652.34
1338    Burrow, Elizabeth L.                                     $5,000.00
 986    Butcher, John David                                      $9,425.00
4647    Butler, James                                           $16,053.18
 921    Butler, Joseph T. Jr. (a)                                $5,003.58
 921    Butler, Joseph T. Jr. (b)                                $3,195.00
1947    Butler, Richard M.                                       $5,291.50
1751    Butterfield, VeLoy H. & Ruth T. (a)                        $950.00
1751    Butterfield, VeLoy H. & Ruth T. (b)                      $2,062.50
1751    Butterfield, VeLoy H. & Ruth T. (c)                      $4,375.00
3596    Byrne, Steve & Deborah                                     $337.50
1546    Bysal, Hyre                                I             $1,925.00
4648    Caballero, Hector                                        $3,225.85
4649    Caballero, Roberto                                       $3,339.47
1390    Cady, Dorothy M                                         $15,889.50
 973    Cagenello, Dorothy S                                       $937.50
1859    Caldwell, Bertrand R                                     $1,725.00
4319    Caldwell, Robert J.                                      $1,125.00
3735    California State Automobile Asso             
           Pension Plan                                         $71,250.00
 397    Cameron, Neal C.                                         $1,356.00
 677    Cameron, Opal I.                                           $524.00
4650    Camozzi, Carol A.                                        $7,801.63
2905    Campaigne, Alyssondra                                    $4,887.57
3935    Campbell, G. LaVerne                                     $2,193.75
2242    Campbell, Ronald D                                       $1,597.42
1880    Cannon, Yvonne & Stephen Cohen             
           for Novikodd tr                                       $2,922.00
4055    Cantalini, Jon M                                           $750.00
2404    Caples, James W. & Phyllis R. (a)                        $3,722.78
2550    Capps, David J.                                            $800.00
 389    Capri, Inc. (a)                            I             $4,875.00
 389    Capri, Inc. (b)                            I             $1,727.60
 389    Capri, Inc. (c)                            I             $2,238.80
1939    Carleton, Paul J. (a)                                    $2,806.00
1939    Carleton, Paul J. (b)                                    $3,257.00
1906    Carnett, George S.                                      $10,525.27
1896    Carney, Robert J.                                        $1,745.00
4434    Carney, Robert M. M.D.                                   $1,206.02
1901    Carney, Roberta J.                                       $2,617.50
1256    Carpenter, Thomas J. (a)                                 $3,215.62
4655    Carroll, Don J.                                         $13,822.73
1578    Carroll, James L                                         $3,874.00
3590    Carter, Ralph Terrell                                    $4,937.50
2523    Cary, James M. & Kathleen L. (a)                           $400.00
2806    Case Pomeroy & Co Pension Trust (a)                      $3,900.00
4651    Casey, Jennifer G.                                         $906.42
3945    Casteel, Kimler G.                                       $5,704.57
4652    Castillo, Mary                                           $1,032.33
3975    Castro, Joseph Mark (now Caston)           I             $3,587.06
3502    Cataldo Inc.                                            $13,757.55
3503    Cataldo, Beverly R. (IRA) (a)                                $0.00
3498    Cataldo, Dean (a)                                        $3,734.38
3506    Cataldo, Dean (IRA) (a)                                      $0.00
1612    Cavaricci, James                                        $12,941.65
4188    Cedarblade, Helen A.                       I             $1,500.00
4187    Cedarblade, Lyndon F.                                    $2,250.00
2746    Cemensky, Joseph H. & Joann                I             $2,323.04
2840    Chabot Trust fbo Chabot, Rodney T. (a)                   $9,532.90
1203    Chaffee, John & Elizabeth                                  $600.00
1105    Champagne, Evelyn                                        $5,800.00
 329    Chan, Robert A.                            I             $1,080.00
2440    Chapman, Jerry L.                                          $125.00
4500    Chapman, Wayne                                           $8,750.00
4653    Chavarria, Servando                                      $2,945.95
3271    Chayer, Paul                                               $305.00
4353    Cheeseman, Gordon                                        $2,499.75
1491    Cheney, Suzanne S.                                      $47,740.14
2902    Chodosh, Paul L.                                        $16,350.00
3890    Chorley, Edward C.                                       $4,099.00
 568    Chozen, B. David                                         $2,475.00
 842    Chozen, B. David                                           $924.00
4140    Christensen, Clark                                           $0.00
2752    Christensen, Elda Clark & Lewis, 
           Shari C.                                              $5,281.00
1054    Christensen, Gerald                                     $87,570.68
3454    Christensen, John E.                                         $0.00
3918    Christensen, Robert H.                                  $14,656.00
 805    Christensen, Ronald G. (a)                                 $443.75
2222    Cipala, Eugene & Mary                                    $2,606.50
3774    Citizens Security Mutual Insurance Co                   $44,000.00
2514    Ciurej, Victor N. (a)                                   $11,274.00
 857    Cizek, Gordon J. & Hope M.                                 $850.00
1154    Clapp, Jane B. (Trustee) (a)               I             $9,062.50
1154    Clapp, Jane B. (Trustee) (b)               I             $9,687.50
1154    Clapp, Jane B. (Trustee) (c)               I             $3,281.25
1154    Clapp, Jane B. (Trustee) (d)               I             $2,187.50
1155    Clapp, William H. Investment 
           Management (a)                                        $9,687.50
1155    Clapp, William H. Investment 
           Management (b)                                        $2,187.50
1155    Clapp, William H. Investment  
           Management (c)                                        $9,687.50
1155    Clapp, William H. Investment 
           Management (d)                                        $3,281.25
1776    Clark, Guy S. fbo Warren R.                I             $1,589.65
2917    Clathis, Pete P.                                        $18,037.00
4654    Clements, Orlin O.                                       $9,703.97
4024    Cloutier, James U & Diane M                             $33,449.00
3495    Cloyd, Garry R. & Sharon K.                              $5,484.37
 586    Coates, Frederick & Arlene *DISPUTED*                    $1,200.00  *DISPUTED*
4122    Coates, Frederick D & Arlene N. *DISPUTED*                 $700.00  *DISPUTED*
1389    Cockriel, John R. & Patricia D. TTEE FBO                 $6,295.00
3152    Cocks, Thomas G.                                         $1,500.00
2087    Coggeshall, Norman D.                      I             $1,139.92
 556    Cohrone, Richard F. (b)                                  $1,163.70
1768    Cole, Robert & Priscilla (a)                             $1,462.50
2794    Coleman, George Charitable Foundation                   $22,500.00
 752    Coloroso, Robert D. (a)                                  $6,800.08
1069    Combs, Helen W. & Ward A.                                $1,012.50
2446    Conley, Jeannine W. (a)                                  $2,343.00
4224    Conner, R. Dudley (Trust)                                $8,593.75
1860    Contino, Jeanne S                                        $1,746.50
 657    Contino, Joseph A.                                       $3,205.50
4578    Cook, Charles F.                                           $436.50
1679    Coombs, Edward A.                                          $693.00
1681    Coombs, Edward A.                                       $19,975.00
1682    Coombs, Edward A.                                       $51,014.00
1680    Coombs, Michael E.                                       $2,625.00
1204    Corcoran, Ellen R.                         I             $1,220.75
 288    Cordes, Kenneth H. & Liola M.                            $1,341.29
1916    Cordes, Robert H & Karlyn R.                               $920.66
 827    Cornell, Jane                                               $20.50
 796    Cornerhouse LP, The                                     $98,124.00
1388    Corrin, Ruby M TTEE Ruby M 
           Corrin Living Trust                                  $19,104.48
4530    Corwin, Bert C.                                          $3,718.75
4531    Corwin, Bert C. cust for Bert 
           Clark Corwin                                          $2,525.00
2734    Corwin, Betty F.                                         $2,155.25
 676    Cossette, Ronald L. (a)                                      $0.00
 599    Costello, J. Robert & Linda L.                          $15,780.35
 755    Costello, Mary E.                                          $200.00
1765    Cowles Charitable Trust, The                            $69,531.25
1764    Cowles Media Co Master TR                              $277,500.00
 667    Cowlishaw & Jones Insurance 
           Svcs. Inc. (a)                                          $450.00
 876    Cowman, James L. & Betty A. (a)                         $13,624.00
3821    Craig, Robert                                           $17,034.88
4656    Craven, Martin H.                                        $4,510.31
4301    Crawford, Bruce E.                                       $3,996.38
2385    Crawford, Shirley J                                          $0.00
3954    Creamer, Bruce M.                                            $0.00
4657    Creer, Frank                                                $78.63
4605    Cressy, Darryl                                               $0.00
3109    Crockett, J. Richard & Marcia S. (a)                     $5,949.40
2498    Cross, Velma D.                                          $6,928.85
 741    Crossan, David P. & Lucille A.                             $375.00
 797    Crossroad L.P., The                                     $20,624.00
4191    Crowe, Shirley                                           $1,650.00
1817    Cummings, Alan A & Judith G                I             $3,875.00
4017    Currier, John G                                            $750.00
3472    Currier, Lavinia M. (a) c/o 
           Peregrine Fin. Corp.                              $1,562,328.76
3602    Currier, Michael S. (a) c/o 
           Peregrine Fin. Corp.                              $1,562,328.76
4348    Curtis, Blaine                             I            $13,737.00
2474    Cushing, Pauline R.                                      $2,825.00
3533    Cyphers, Kevin                                           $2,198.00
1833    Czochara, Edward J                                       $2,562.57
2784    Dablam Fund A. (a)                                       $6,333.00
2388    Dahl, Leo & Mary                                         $1,325.00
3737    Dahl, Stephen L                                          $3,381.25
1008    Dalpay, James W.                                        $32,620.00
2211    Daly, Eugene T (deceased) & Ann Marie                      $575.00
2745    Daly, Jack                                               $3,187.00
1845    Damerow, Wayne L & Kathryn L                               $899.00
4501    Darden, Elton T.                                         $1,381.25
1718    Das, Chinmoy                                             $1,638.38
3319    Daum, Richard H (Living Tr)                              $6,562.50
2689    Davenport, Laurie (a)                                    $7,894.20
1387    Davidson, David MD IRA                                   $5,880.31
 853    Davies, Race D.                                          $1,089.50
4205    Davies, Thomas J.                          I             $8,775.00
1852    Davis, Alan D                                              $900.00
2953    Davis, Cristy A. (formerly 
           Cristy A. Giles)                        I             $2,300.00
3375    Davis, Donald R                                          $1,539.00
1386    Davis, Frank Isaac TTEE FBO 
           Frank Isaac Davis Trst                                $8,680.20
2138    Davis, Gary N. & Cheryl A.                               $1,150.00
3291    Davis, M. Paul Jr.                                       $1,250.00
4658    Davis, Steve B.                                          $3,025.57
4659    Davis, Susie M.                                          $3,535.74 
3838    Davison, Michael                                         $4,500.00
4571    Dawson, Dennis C.                                        $1,841.50
4039    De Jong, Susan Morris (formerly Hedling)                 $3,093.00
2083    Dearborn Lumber Co. Prof Shar Plan                      $12,037.50
2402    Debower, Dean F                                          $1,325.00
3259    Debs, Phil IRA Account                                   $3,717.73
4660    Debs, Philip W.                                          $6,992.79
1780    Decastro, Armando F & Jane L                             $4,622.95
1779    Decastro, Jane L                                         $4,791.10
4661    Decker, Michael K.                                       $3,238.84
2637    Degner, Daniel & Lois                      I                $98.00
3585    Deiley, Jerome V.                                          $750.00
3469    DeJong, Henry                                            $4,453.12
4662    Deland, Lisa A.                                             $33.65
2357    Delapp, Roland R. & Ruth N.                I             $2,118.75
3677    DeMaster, Mary Ellen (Estate)                                $0.00
4329    Dempsey, Richard C. & Jeanette S.                            $0.00
4569    Denklau, Dana                                                $0.00
3305    Dern, Mary                                 I               $814.00
3243    Deseret Trust Company (a) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (a) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (b) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (b) Trustee of
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (c) Trustee of
           Raymond L. Hixson Charitble 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (c) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (d) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (d) Trustee of 
           Raymond L. Hixson Charitable
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (e) Trustee of 
           Raymond L.Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (e) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (f) Trustee of 
           Raymond L. Hixson Charitable
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (f) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (g) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (g) Trustee of 
           Raymond L. Hixson Charitable
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (h) Trustee of
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (h) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3243    Deseret Trust Company (i) Trustee of
           Raymond L. Hixson Charitable
           Remainder Unitrust                                        $0.00
3246    Deseret Trust Company (i) Trustee of 
           Raymond L. Hixson Charitable 
           Remainder Unitrust                                        $0.00
3182    Devor, Robert G. & Frances E.                            $2,625.00
4445    DeVries, K.L.                                            $4,087.00
2676    Dewitt, Edward L.                                        $2,450.00
3857    DeWitte, Dennis C.                                         $437.50
4064    Dewitte, Lorraine L                                        $487.50
2500    Dhruva, M. N. MD Inc PS                                 $29,852.50
4663    Diciano, Edward                                          $4,081.30
2451    Dick's Concrete Pumping                                  $1,480.00
4044    Dickerson, John H                                          $937.50
2169    Dickert, Dennis A. & Priscilla                           $1,794.00
2845    Dillard, William (a)                                    $27,687.50
1841    Dillon, Robert E & Anna R                                $8,026.99
3033    Display, Rindler C/O Eva Hanan                           $5,500.00
3023    Dodds, William C.                                          $125.00
4664    Doherty, James J.                                       $12,017.90
 723    Dolan, James T. (a)                                      $4,369.38
 749    Dolphin, Eleanore H.                                       $993.75
1717    Donaher, Dana M. (a)                                     $2,195.18
1717    Donaher, Dana M. (b)                                       $688.12
4665    Donaher, Dana Michael                                    $4,839.04
4393    Donaldson, A. L. & Donna (a)                                 $0.00
1385    Donner, Herbert S. IRA                                   $4,741.81
3779    Donovan, Gerald                                          $1,727.60
2199    Dorfman, Caryl T (a)                                     $1,170.86
2104    Dorn, Bob                                                $5,436.50
1383    Doten, David F. TTEE FBO Fred C. 
           Forrest Trust                                         $7,436.26
3039    Doucette, Thomas I. & Joan E.                              $375.00
3338    Douglas, Eliz Kean                                         $998.92
2430    Douglas, Richard (a)                       G             $3,150.00
3803    Drake, Judith T                            I             $6,125.00
 475    Draper, George A.                                        $1,784.00
4278    Dreher, Colleen                                              $0.00
3114    Droege, Lois                                             $1,668.75
3062    Dubes, Michael J.                                        $3,380.00
 554    Ducommun, Wayne W. & Geraldine R. (a)                    $3,885.00
 554    Ducommun, Wayne W. & Geraldine R. (b)                    $3,360.00
 554    Ducommun, Wayne W. & Geraldine R. (c)                    $2,750.00
4172    Dudley, W. Ted                                           $2,574.00
4546    Dudley, W. Ted & Jim                                     $3,187.50
4545    Dudley, W. Ted & Marianne                                $2,250.00
2754    Duncan, Stephen R.                                       $2,088.90
2374    Dundis, N P                                              $2,500.00
4666    Dunlap, Dan                                              $4,525.13
2643    Dunn, A. Dale                                               $87.50
3739    Dunn, David C & Michelle I                                 $612.50
3353    Dunn, James M                                            $8,975.00
4560    Dunn, Robert L. & Joyce                                    $300.00
4667    Dunnigan, Daniel                                         $4,280.48
2102    DuPont, Robert E.                                        $2,724.00
1525    During, William                                          $1,834.10
 979    Dutton, Harry & Opal                                         $0.00
2168    Dutton, Yvonne E.                                        $6,310.00
 891    Duty, Pete & Associates                                    $363.40
4668    Eckhardt, Barry G.                                       $2,530.39
3593    Eddys Super Value                                        $3,807.00
3738    Edgar, George S                                            $650.00
4669    Edwards, Carroll O.                                         $94.39
1990    Edwards, Frances C.                                     $10,259.55
 466    Effron, David J. (a)                       I             $5,858.99
3466    Ege, Donald L. & Kathleen D.                             $1,793.75
2647    Eischens, Thomas M.                        I               $812.50
1493    Eitzen, William C.                                       $2,150.00
1737    Elite Group Growth & Income Fund                       $512,737.50
2555    Ellingboe, John & Linda                                    $250.00
4357    Elliott, Jordon W.                         I            $24,609.00
1712    Ellsworth N.W. Pipe Fitting                              $5,732.07
 663    Elwood, Joyce P.                                           $637.10
3750    Emary, Vesta F                                           $3,495.50
3751    Emary, William J                                         $5,537.50
3867    Empanger, Dean E.                                          $175.00
1797    Empfield, Frank D. & Joan A.                             $1,837.50
4670    Endersbe, Edward                                         $4,188.25
4671    England, William J.                                      $2,530.03
1249    Entwisle, Robert J.                                      $8,549.95
2894    Epstein, Phyllis Ruth (a)                               $12,468.75
1807    Epting, E Eugene JR                                      $1,250.00
4402    Erickson, Warren L.                                          $0.00
2893    Erskine, Barbara (a)                                    $13,031.25
4062    Escen, Robert W & Jonalyne                                 $250.00
 759    Eshleman, Ronald J.                                      $1,512.00
2721    Evans, Joseph R.                                         $2,125.00
2722    Evans, Nadine W                                          $3,437.00
2961    Everett, Donald R. & Patricia A.                           $750.00
 403    Evers, David R.                                          $2,699.00
3845    Ewert, Lavern A. & Margaret L.                               $0.00
3551    Executive Answering Service Inc.                         $1,307.00
2457    Eychaner, Fred                                          $24,250.00
 950    F. B. T., Inc.                                          $11,303.00
2254    Fackrell, Robert N                                         $750.00
2188    Fahey, Mary Jo                                           $2,778.00
3224    Fahey, Philip A.                                           $747.00
3197    Fahsholtz, Patricia                                      $3,656.25
4283    Failoni, Matthew                                         $4,843.12
3711    Falk, Byron R.                                          $14,875.00
3447    Falkingham, Leonard D.                                   $3,112.50
4208    Fang, Jui-Ling H. & Yi-Pygn                                $975.00
4672    Fanning, Vernon                                          $1,709.37
2432    Farrell Dist. Corp. Pension Plan 
           a/c F8 (a)                              G            $71,000.00
2431    Farrell Profit Sharing Plan a/c FA (a)     G             $5,893.75
2433    Farrell, Anthony a/c F7                    G            $41,981.25
2436    Farrell, David  f/b/o Mitchell 
           Farrell a/c F3                          G             $6,687.50
2437    Farrell, David f/b/o Ronald T a/c F2       G            $45,500.00
2438    Farrell, David for the a/c F1              G            $72,267.50
2435    Farrell, Ronald T a/c F4                   G             $6,400.00
3873    Farrell, Suzan K.                                        $2,300.00
4673    Farris, John A.                                          $2,762.17
2807    Felmont Oil Corp Pension Trust (a)                      $59,625.00
1585    Felsman, Kenneth H. (IRA)                                  $697.50
4557    Ferch, Arlan Trustee Gilman Bergh                          $500.00
 820    Feris, Allen L. & Joyce L.                                 $125.00
 815    Feris, Edward L. & Dottie                                $4,000.00
 433    Fernstaedt, Arden (a)                                    $2,900.00
3223    Ferrara, Dr. Bruce T. & Karen B.                        $12,046.00
1554    Ferrington, Richard A Md IRA Rollover                    $9,101.00
3672    Fidelity Magellan Fund                               $1,751,864.00
3673    Fidelity Over-the-Counter Fund                       $1,380,975.00
3676    Fidelity Retirement Growth Fund                         $46,250.00
3674    Fidelity Select Eletrical Fund                          $80,687.50
3675    Fidelity Select Utilities Growth 
           Fund (a)                                             $57,875.00
3671    Fidelity Utilities Income Fund                          $47,512.50
1925    Field, Doris M. Estate of                                $2,743.75
1384    Fill, Mei Ling                                           $1,444.63
3090    Fill, Mei Ling *DISPUTED*                                    $0.00  *DISPUTED*
1924    Finkelstein, Ellen cust for Brian 
           Finkelstein                                          $11,394.87
3829    Finkelstein, Melville                                    $4,063.00
3345    First American Bank, N.A. *DISPUTED*                         $0.00  *DISPUTED*
4233    Fischer, Howard K. & Deborah L.                          $1,075.00
4674    Fischer, Joan E.                                         $1,841.93
1575    Fishback, James L (a)                      I             $4,500.00
3159    Fishburn, Carolyn C.                                       $253.13
1922    Fisk, Newton (a)                                        $51,631.00
 849    Fitch, James M. & Mary Jane                              $3,294.00
2513    Flanagan, Michael C.                                     $6,225.00
4379    Flater, Harold & John (a)                                $2,840.62
3872    Flint, William A.                                            $0.00
1080    Flory, John W.                             I            $23,762.88
1078    Flory, Mary Eleanor                                      $8,290.31
2742    Flowers, Bill J.                                           $659.37
1549    Fogt, James B                                            $2,499.00
4675    Fontes, Gerald                                           $1,427.43
4676    Ford, Otha                                               $1,569.62
4677    Forest, Brian T.                                         $8,559.51
 307    Foster, Arthur James Jr. (a)               I               $625.00
 307    Foster, Arthur James Jr. (b)               I               $960.63
 893    Foster, Lawrence T. (a)                    I             $6,208.00
3897    Foster, Michael W.                                           $0.00
2346    Foster, Randall R.                                       $3,812.50
2675    Foster, Sally A.                                         $3,684.37   
2674    Foster, Thomas N.                                        $3,684.37
4380    Fourels Investment Co., The                             $10,937.50
3904    Fowler, Paula K. & Jack R.                                   $0.00
3153    Fox, Heidi & Gerald                                     $12,437.50
2937    Franch, Albert Roy                                       $1,071.00
2566    Francis, James C.                                        $2,400.00
4678    Franck, Thomas G.                                        $9,279.28
4541    Franco, David & Theone                                   $3,093.75
2823    Franks, Jerome A. Q. Trust                               $4,953.12
3973    Frazee, James L.                                         $1,700.00
1045    Frazier, Loyal D.                                        $4,419.75
4048    Fricke, Charles E.                                         $749.00
2253    Fridholm, W. (a)                                         $8,400.00
2253    Fridholm, W. (b)                                         $9,712.50
3108    Frink, Lynn B.                                           $5,552.85
3104    Frink, Stevens D. Custodian for 
           Kristine D. Frink                                     $8,030.30
3105    Frink, Stevens D. Custodian for 
           Alexander S. Frink                                    $8,030.30
3106    Frink, Stevens D. (IRA Rollover) (a)                     $7,386.30
1771    Froemming, James M                                         $930.93
3467    Frost, William B.                                        $3,102.50
2456    Fry, Eric J. (a)                                         $2,950.00
1482    Fry, Richard W. & Carol D.                                   $0.00
 380    Fry, Richard W. & Carol D. (a)                          $13,265.62
 380    Fry, Richard W. & Carol D. (b)                           $4,621.87
 380    Fry, Richard W. & Carol D. (c)                           $4,368.75
2753    Fry, Robert P. a Professional Corp. 
           Empl PP (a)                                         $258,147.00
2484    Fry, Robert P. Trustee fbo Joseph 
           Saylin (a)                                          $149,129.75
2483    Fry, Robert P. Trustee Fry Family 
           Trust (a)                                            $33,701.75
 325    Frydryk, Edmund J.                         I             $3,121.28
4570    Frye, Apryle M.                                            $806.25
2401    Fudge, Larry B & Patricia A                              $1,793.75
1613    Fuelling, Thomas N                                       $2,402.38
4679    Fugate, Teresa B.                                          $302.81
2653    Fullmer, Troy Don                                          $537.50
1949    Funanciers Investment Club                 I             $1,720.95
4680    Funk, Brian B.                                           $1,929.52
2418    Furio, Victor J & Mary A                   I             $5,330.31
4502    Furrer, Weston W. & Winifred E.                          $4,499.00
2246    Future Awesome Billionaires Invest Club                    $475.00
 476    Gabower, Alfred F.                                       $4,075.00
1722    Gaddis, Calvin P.                                        $2,731.79
4284    Galbraith, Marlin C. & Ethel                                 $0.00
1819    Gallaher, Bernice                                        $1,224.00
1763    Gami Profit Sharing Plan                                 $8,156.25
3325    Gannett Retirement Master TR                           $238,440.00
4010    Gardiner, John A.                                        $1,295.22
 714    Gardiner, Wimbert M. & Jennifer W.                         $302.75
4375    Gardner, Barbara A                                         $790.31
2954    Gareis, Bernard J.                                         $225.00
4681    Garrett, Ann                                               $535.31
1767    Garrison, Keogh & Co Pension PL                          $6,562.50
1766    Garrison, William & Helen                                $3,830.00 
2596    Gaughran, Laurence C & Jean M                            $1,968.75
 573    Geiger, Vernon G. & Anne M.                                $682.75
2644    Geisinger, Glen G & Lois J.                                $210.00
2716    Genskow, Charles L. & Barbara M.                           $887.50
3793    Gentling Properties                                          $0.00
4526    Gentling Properties, a partnership                           $0.00
4525    Gentling, Kirk P.                                          $700.00
3212    George, Robert M.                                        $5,718.75
3667    Gerald, Rollin P. Jr.                                    $1,800.00
2673    Gervais, Richard                                         $2,231.53
2415    Giese, James A II  (a)                                   $5,414.90
2815    Gilbert, Daniel Custodian for Gilbert, 
           Avery P. *DISPUTED*                                       $0.00  *DISPUTED*
2816    Gilbert, Daniel Custodian for Gilbert, 
           Benjamin S. *DISPUTED*                                    $0.00  *DISPUTED*
1108    Gilbert, Daniel D. Custodian for 
           Benjamin Gilbert                                      $4,887.57
1109    Gilbert, Daniel D. Custodian for 
           Susanna Gilbert                                       $4,887.57
1110    Gilbert, Daniel D. Custodian for 
           Avery Gilbert                                         $4,887.57
 490    Gilbert, Glenn E.                                        $9,743.84
2819    Gilbert, John H. #2                                      $4,272.75
2817    Gilbert, P. Prentice                                    $14,906.25
2837    Gilbert, Sue S.                                         $14,906.25
3490    Gilbert, Susan E. *DISPUTED*                             $2,115.09  *DISPUTED*
2818    Gilbert, Susanne C. *DISPUTED*                               $0.00  *DISPUTED*
3491    Gillam, William & JoAnn (a)                                  $0.00
3491    Gillam, William & JoAnn (b)                              $5,787.50
2891    Gillispie, Emily C.                                     $16,625.00
1174    Gillitzer, Robert J.                                       $350.00
2279    Gillman, Robert S & Joanne                               $2,493.75
4412    Gillum, Robert B.                                        $3,500.00
4403    Gintz, Frank                                             $3,500.00
3814    Gintz, William B & Shirley A                             $8,300.00
4016    Giordano, Carmella                                         $625.00
2576    Glander, George S. III                                   $2,186.50
4682    Glander, Thomas C.                                       $5,634.36
3892    Glazer, Milton                                             $956.25
4683    Glazier-Custer, Marcia L.                                $1,659.65
 300    Glick, Robert A MD PC                                   $10,674.83
2228    Gloudore, Theodore & Emma (a)                              $725.00
2228    Gloudore, Theodore & Emma (b)                            $3,050.00
2980    Glynn, Donald                                                $0.00
4684    Goble, Edwin D.                                          $3,360.53
2890    Godshalk, Gertrude W. P. (Trust)                        $12,468.75
2655    Goertzen, Donald L. & Wanda J.                           $1,910.16
4337    Goetz, Joe F.                                                $0.00
4685    Goff, James S.                                          $25,594.80
1382    Goldberg, Stanley J. Ttee FBO 
           Stanley J. Goldberg                                   $5,140.16
 762    Goldfus, Donald W.                                       $6,750.85
 763    Goldfus, Donald W.                                      $13,749.00
 764    Goldfus, Donald W. *DISPUTED*                                $0.00  *DISPUTED*
3636    Goldstein, Ruth *DISPUTED*                              $17,168.63  *DISPUTED*
3827    Goldstein, Ruth & Sam (Deceased) 
           *DISPUTED*                                                $0.00
 396    Golombek, Michael                                            $0.00
3594    Gomez, Manuel l & Sandra F                                   $0.00
2597    Gonzales, Jr., Miguel                                      $757.00
2579    Goodwin, John P & Vicki M.                                 $900.00
 305    Goott, Dr. Bernard (a)                                  $49,875.00
 305    Goott, Dr. Bernard (b)                                  $15,500.00
1633    Gorney, Richard J. & Rose C.  *DISPUTED*                     $0.00  *DISPUTED*
 524    Gorney, Richard J. & Rose C.                               $894.55
2528    Gotlieb, Marvin                            I             $1,025.00
1268    Gotthelf, Daniel Profit Sharing Plan                     $5,152.46
 775    Gould, Joseph A.                                         $2,560.50
3710    Gouldthorpe, Kenneth & Judith                           $14,625.00
3059    Graff, John T.                                             $262.50
4686    Graham, Daniel A.                                        $1,565.33
4563    Graham, Donald B. & Linda M.                             $5,091.10
3128    Graham, Francis I & Viola                               $10,984.50
3730    Graham, Theodore C. & Mabel D.                           $4,187.50
1352    Graham, Thomas W. *DISPUTED*                                 $0.00  *DISPUTED*
 822    Graham, Thomas W.                                        $5,218.20
4216    Gram, Kimberly J.                                          $237.50
3731    Granger, Adella J.                                         $100.00
4687    Graulich, Les                                            $3,015.07
2685    Graves, Gordon E.                          I             $1,275.00
4688    Greaves, Vickie S.                                       $8,270.63
1334    Green, Gregory F.                                        $1,040.62
3397    Green, Mike & Marcia                                       $712.50
3435    Green, Mike & Marcia *DISPUTED*                              $0.00  *DISPUTED*
2887    Gregg, Mary G. A. (Trust)                               $13,666.00
2249    Grier, June A                                            $1,872.00
 669    Griffen, Charles D.                                      $1,437.57
1657    Grimm, Roger C.                                              $0.00
 929    Groger, Lisa                                               $312.75
4378    Gromer, Virginia C. (a)                                 $22,662.10
4099    Gronberg, Mark S                                         $6,422.00
1523    Groner, Alex TR                                          $2,490.05
 868    Grosnick, Douglas W.                                     $1,636.50
 871    Grosnick, Douglas W. (IRA)                               $1,614.00
3549    Gross, L. Maureen                                        $1,250.00
3127    Guardian Enterprises                                     $1,062.50
3006    Gubens, Andrys                                             $400.00
3806    Gunderson, Milan                                             $0.00
4424    Gusaas, Robert D.                                          $168.75
4382    Gushurst, William A. & Hildegard                         $1,125.00
2629    Gust, John J & Viki L.                                   $1,236.50
3294    Gustafson, Virgil R.                                     $1,667.95
4503    Haack, Lorraine Lou & Mary K.                           $10,346.88
1659    Haag, Ronald L. & Shirley Ann                              $618.75
3027    Haas, Ron                                                  $925.00
1684    Hadlock, Donna G.                                        $8,196.30
 792    Haer, Eunice M.                                            $318.21
2099    Hagen, Elwood Stanley & Jane Mary                       $21,499.00
4085    Hahn, John                                               $2,005.00
2671    Hains, Kelley M.                                         $6,162.49
 440    Haisch, Richard & Maureen Kay                            $5,218.20
1305    Haisch, Richard & Maureen Kay *DISPUTED*                     $0.00  *DISPUTED*
3589    Hales, H. Brent                                            $914.50
3056    Hales, Robert D. & Mary C.                               $8,343.74
3286    Hall, Gary W.                                            $4,875.00
4689    Hall, Harry V.                                          $19,368.30
2569    Hall, Helen P.                                             $737.50
2624    Hall, Louis C. & Doris A.                  I            $11,550.00
2479    Hall, Ronald J.                                            $725.00
2617    Hall, Ronald S. & Karen T.                                 $618.75
1950    Hall, William E. & Betty R. (a)                          $7,093.00
3837    Hallesy, Robert E.                         I             $1,868.25
3979    Halligan, Irene                                          $7,750.00
 772    Halpert, Scott                                           $2,312.50
1498    Halse, Mildred H. & Dwayne O. TTEE                       $9,177.15
3395    Halupnik, Ben Custodian for Dirk 
           Halupnik (a)                                          $1,427.75
3396    Halupnik, Ben Custodian for Mark 
           Allen Halupnik  (a)                                     $205.99
3394    Halupnik, Ben & Nancy                                    $1,821.88
3393    Hamilton, Douglas & Deranleau, Nancy (a)                $15,617.18
3390    Hamilton, Stephen K. & Cheryl A.                         $6,242.18
4145    Hammond, Richard H.                                      $1,743.75
3051    Hanan, Eva Leopoid                                       $1,375.00
3053    Hanan, Sam & Eva                                         $1,000.00
3052    Hanan, Samuel J. IRA                                       $425.03
2334    Hanford, Donna M.                                        $4,734.37
2333    Hanford, William H.                                      $4,734.37
3805    Hannah, William & Hetzel, Katharine                      $1,390.62
3081    Hannam, David G.                                        $27,245.00
2927    Hannen, Sylvia A.                                        $1,915.19
2192    Hansen Family Partnership                               $10,562.00
3308    Hansen, Brad                                               $800.00
3309    Hansen, Brad                                               $425.00
3924    Hansen, Frances I.                                       $1,799.00
3095    Hansen, Jerry (a)                                            $0.00
2191    Hansen, Kaye L. & Mark L.                                $1,025.00
2190    Hansen, Kenneth G. & Kaye L.                            $22,495.00
2241    Hansen, Norvel L                                         $4,050.00
2387    Hansen, Norvel L & Eloise C                              $1,800.00
2286    Hansen, Robert O & Dolores E                             $1,775.00
2141    Hanson, Anna & Ernest                                      $650.00
2354    Hanson, Brian G.                                             $0.00
4330    Hanson, Clifford H.                                          $0.00
4690    Hanson, Darlene                                            $654.44
2307    Hanson, Ralph A.                                        $19,874.00
 721    Hanzel, O.C.                                             $2,496.47
2646    Happy Chef Profit Sharing Trust                              $0.00
4462    Harbor, William                                              $0.00
4151    Hardin, Kenneth D.                                       $1,949.00
 428    Hardy, John R.                                           $1,817.74
1381    Harewood, Ivor H. MD TTEE FBO 
           Regents Specialists                                   $8,249.94
1835    Hargrove, Eugene & Betty R                              $11,412.50
3572    Harper, Blaine Taylor Family Trust                       $2,096.50
3734    Harper, Kenneth E. & Dorothy E.                          $2,564.25
3761    Harris, Dale J                                           $2,700.00
3762    Harris, Dale J                                           $1,606.06
 543    Harris, Peter V. & Carol M.                I             $1,530.00
3244    Harris, Robert L.                                        $1,075.00
2570    Hartman, Carol E.                          I               $581.00
4054    Hartvigsen, Keith & Carol S                                $925.00
2291    Hartzell, Thomas H.                        I             $1,749.50
1863    Hasbrouck, Richard J                                    $13,889.25
1074    Hasenjager, Daniel A.                                    $7,250.00
4691    Haskett, Vera                                            $1,563.60
3307    Hass, Leonard                                            $1,714.50
 896    Hatch, Carol L.                                          $6,942.50
3358    Hatch, Eastman N                                         $7,250.00
 930    Haun, Bruce E.                                           $9,828.03
4692    Haworth, Ray                                             $2,509.28
3813    Hayes, John K. & Lillian Y.                              $2,681.25
3387    Hayes, Marilyn H.                                        $5,143.75
3386    Hayes, Ted (a)                                           $2,900.00
3386    Hayes, Ted (b)                                           $1,498.04
1777    Hayzlett, Gordon                           I             $6,477.57
 336    Hazra, Ram & Surinder                      I             $1,113.81
2278    Heabler, Harvey & Arlene (a)               I             $1,309.75
4002    Headley, Barbara                                         $1,862.50
4693    Healey, Nancy K.                                         $2,579.52
4694    Healey, William                                          $9,203.11
 722    Heard, Aaron                                               $241.97
3136    Heartlein, John (IRA)                                      $525.00
 845    Hedrick, Clay E. Jr.                                       $431.20
2447    Heers, R. G.                                               $274.00
4068    Hein, Bernard E                                          $7,330.00
3545    Heitman, Dennis                                             $75.00
2659    Hellam Varon & Co.                                       $7,875.00
2660    Hellam, Charles A.                                       $4,000.00
1097    Helland, Marlene S.                                      $4,271.86
1291    Helland, Philips M.                        I             $5,218.20
3704    Heller, Judith A.                                        $4,625.00
4097    Hellige, Gene R                                            $893.75
2973    Hellums, Virden A. (a)                     I               $600.00
2233    Hempel, John Dans (a)                                   $10,134.00
2634    Henderson, Bryan                                         $1,616.50
1444    Hendrickson, William H.                                  $9,050.30
2497    Hengesteg, Andrew & Judy                                   $908.00
 689    Henke, James A.                                          $1,524.00
4695    Henkemeyer, Kevin D.                                     $1,489.53
3314    Hennessey, John F                                        $8,106.90
2175    Hennings, Donald A.                                      $5,412.50
 799    Hennings, Donald A. Trustee (a)                         $96,250.00
 869    Hennings, Janice (Gilbertson) (a)                        $5,812.50
1808    Henrich, Thomas & Paula                                  $4,403.99
3462    Henrikson, Dave                                            $836.50
4696    Henton, Marci                                            $1,399.09
2348    Herrick, Donald C.                                         $450.00
 756    Hesser, Mary N.                                          $1,799.00
 733    Hickey, Herbert J. & Janet H.                              $640.25
1566    Hides, Anne Brennan                                      $1,405.28
4697    Higbee, Dale                                             $4,184.51
1784    Hiles, Grace B                                           $1,706.25
4698    Hill, Richard B.                                           $642.39
3384    Hill, Robb B. & Carolyn Schnure                          $4,392.18
1380    Hiller, Arthur G. & Gwen TTEE 
           Hiller Rev Trust                                      $9,494.20
4157    Hilton, William & Lori                                   $1,937.50
3277    Hinnenkamp, Walter P.                                    $4,250.00
4181    Hinton, Alan & Joy                                       $2,375.00
4180    Hinton, Alan IRA                                           $200.00
4699    Hinze, Linda                                             $2,789.39
1805    Hiott, Suzanne A                                           $822.00
 851    Hirschhorn, Gerard                                       $5,937.50
4700    Hirschi, David P.                                        $4,412.59
4290    Hirte, Robert J.                                             $0.00
1623    Hlavati, William                                         $3,956.50
1548    Hodgdon, Homer L & Joan M                                $2,574.00
1076    Hodgson, Anne E.                                         $1,169.00
1084    Hodgson, Elizabeth Marie                                   $630.00
1077    Hodgson, Emily A.                                        $1,169.00
2536    Hoefert, David W. & Gloria M.                            $1,487.50
4273    Hoffman, Barbara                                         $1,991.00
4275    Hoffman, Keith                                           $1,991.00
2477    Hofius, William                                          $3,820.00
3600    Hoiem, Eric                                                $900.00
1879    Holcomb, Howard R                                        $3,437.49
1871    Hollett, Glen E                                              $0.00
2371    Hollett, Jeffrey G. (a)                                      $0.00
2704    Hollis, Robert H.                                        $3,450.00
2766    Holm, Gordon L. & Susanne                                $9,171.87
1810    Holmbeck, Paul A                           I             $1,576.59
3577    Holmes, John S. Profit Sharing Plan                      $4,076.10
1150    Holt, Elaine & Nancy Partnership                        $15,331.00
2331    Holt, John W. & Marilyn R.                 I             $7,625.00
2369    Holt, Louine H.                            I             $1,790.00
4007    Holt, W. Jefferson                                       $1,133.70
4040    Holthaus, Edward N & Irene                               $6,768.20
 695    Holtz, Charles S.                                          $996.27
 794    Holyoak, Robert H. & Lois E.                             $4,363.00
2495    Hook, Byron                                             $33,906.25
4280    Horton, Reed M. & Jeanne W.                              $1,014.00
1460    Hoshi, Paul H. & Emiko                                     $842.38
3077    Houchins, Charles M.                                     $1,462.50
2248    Houghton, Brad & Teresa                                  $2,750.38
4701    Houghton, Teresa A.                                      $6,607.30
1905    Howard, Doug & Mary Lou (a)                              $1,541.11
3151    Howell, Donald W.                                        $4,075.00
3098    Howell, Elmer Virgil (a)                                 $1,437.50
3098    Howell, Elmer Virgil (b)                                 $3,436.50
2365    Howell, Floyd K.                           I            $12,250.00
2508    Howell, Floyd K. Trustee for 
           R.M. & M.H. Hill (a)                    I             $4,000.00
2508    Howell, Floyd K. Trustee for 
           R.M. & M.H. Hill (b)                    I             $6,250.00
1070    Hubbell, Dean H.                                         $1,972.00
1550    Huber, Robert A                                          $1,247.00
2485    Hudson, Frank M.                                         $1,351.00
4119    Hudson, Joseph Robert                                    $3,115.00
1292    Huegel, Thomas & Jean JT TEN               I             $5,207.90
1608    Hughes, Joan                                             $5,906.74
1607    Hughes, Joan E. & Blair, Leslie H. 
           & Bishop Laur                                        $10,127.63
2543    Hulett, Thomas C.                                        $6,182.00
 399    Hull, Richard L.                                         $4,278.53
4702    Hultgren, Mark A.                                        $1,705.86
4534    Hummer, M. Elizabeth Powers                              $5,562.50
 532    Hunt, Charles S. & Mary J.                               $1,942.43
4703    Hunter, Jeffrey                                          $6,276.25
 724    Huppler, David A. & Barbara                              $1,672.33
1968    Hurd, Lyman A. Jr.                                     $377,811.03
4071    Huseby, Roger C & Virginia R                               $587.50
3380    Hutzler, Arthur C.                                      $11,646.75
4704    Hyndman, Karen                                           $2,683.58
3018    Iaukea, Martin H.                                        $5,374.00
2373    Ickes, Donna B                             I               $787.50
1506    Ihnen, Lloyd & Erika                                    $10,364.15
2995    Inserra, Anthony F.                                        $637.50
4705    Isakson, Daniel R.                                       $2,093.16
4425    Ivers, Kenneth J. & Pearl A.                                 $0.00
2185    Izad Investments                                        $14,563.28
3295    Jablonski, Robert & Kathleen Ann                         $1,175.00
2105    Jabro, Izzat H.                            I             $1,000.00
4504    Jabro, Salwa Custodian for Fabian
           A. Jabro                                                $571.88
2548    Jackson, Jeffery D.                        I             $2,343.75
2952    Jackson, Marvin N.                                      $15,001.00
2883    Jacobs, Ann F. (Trust)                                  $10,875.00
 739    Jacobs, Donald L. (a)                                    $7,935.10
 545    Jacobsen, Rhonda H. & Douglas                            $1,931.25
1325    Jaeger, William R.                                       $3,909.10
1099    Jaffe, Rainer G.                                         $1,202.63
2590    Jankovich, Paul                                          $6,249.00
2205    Janzing, Catherine C                                     $1,166.87
2206    Janzing, Robert W                                        $1,493.75
2204    Janzing, Robert W & Catherine C                            $707.50
 720    Japy, Bernard (a)                                        $1,210.00
 530    Jared, Robert P. & Marilyn A.                               $50.00
4706    Jarolimek, Lubos                                        $10,542.80
4413    Jarrett, Elaine Y.                                       $7,375.00
 673    Jarrick, Bluma K.                                       $19,493.80
3115    Jasper, Cynthia                                            $225.00
1686    Jayson, Carl                                               $798.75
2618    Jebsen, Nancy J.                                           $797.00
3116    Jebsen, Nancy J.                                           $797.00
4707    Jenks, Gary                                              $1,839.78
2256    Jensen, Brent I (a)                                      $1,593.75
 529    Jensen, Nancy J.                                           $797.00
 544    Jensen, Vyles E.                                         $7,374.00
3746    Jergensen, Margaret M                                    $3,812.50
1631    Jessop, Ione (b)                                         $4,250.00
2557    Jeude, Maurine J & Castellow, Charles                      $687.50
2476    Jeude, William W. Pension Plan                           $1,125.00
2475    Jeude, William W., Profit Sharing (a)                    $4,187.50
1658    Joerding, Clinton W.                                     $1,623.12
3352    Johannes, Jerry F & Leone                               $48,590.00
2834    John, George L.                                          $3,116.00
1667    Johnke, Ronald M & Dianne M                              $3,312.50
3526    Johnson, Bonnie L. (a) *DISPUTED*                        $4,867.68  *DISPUTED*
3524    Johnson, Bonnie L. & Duane (a) *DISPUTED*                $2,200.00  *DISPUTED*
4708    Johnson, Daniel                                          $2,207.58
3909    Johnson, Douglas B.                                        $756.25
1685    Johnson, Harold R. & MaryAnn                               $367.00
2268    Johnson, Herbert W                                       $7,625.00
3557    Johnson, Ken L.                                          $1,068.75
4709    Johnson, Layne D.                                        $1,319.82
1881    Johnson, Mathis Steven & Diane R. 
           Trustee                                              $44,935.15
2015    Johnson, Phillip c & Joyce L.                            $1,032.01
1592    Johnson, Richard & Shirley (a)                           $1,799.00
 526    Johnson, Robert W. & Margaret S.                         $2,465.25
4323    Johnson, William A.                                      $5,375.00
 829    Johnson, William E. III                    I             $4,980.40
4406    Johnston, Jean A.                          I             $3,843.75
1378    Jones, Elizabeth S.                                      $7,526.53
1377    Jones, Janet D.                                          $6,896.50
4710    Jones, Judith A.                                         $5,383.43
2376    Jones, Lorin V                                          $11,487.00
3442    Jones, Lorin V. (b)                                      $3,936.65
3102    Joneschild, Edward D. (IRA)                              $7,810.40
4333    Jordan Meat Profit Sharing Plan                          $4,414.00
2247    Jorgensen, Jack N                                        $7,900.00
1759    Joukowsky Family Foundation                            $140,862.70
2843    JRH-3 (a)                                                $3,166.50
 999    Judd, Eric K & Debra L                                   $7,777.84
2287    Judd, Roy C & Isabelle B                                 $1,600.00
3523    Kadrlik, Wencl T. & Catherine E.                         $9,310.93
 656    Kaegi, Walter & Bertha                                   $5,761.50
 588    Kalin, Irvin & Edeltraut E.                                 $39.48
1885    Kalin, Irvin & Edeltraut E. *DISPUTED*                       $0.00  *DISPUTED*
2999    Kalnoski, Lisa                                             $625.00
3013    Kaluza, Michael E.                                       $1,249.00
3522    Kammermeier, Raymond J.                                  $4,679.68
3521    Kammermeier, Raymond J. IRA (a)                            $328.12
 366    Kane, Dennis G. & Lorraine                               $2,499.00
4711    Kane, George                                             $9,565.15
2400    Karkanen, Dale A & Dorothy I                             $1,010.84
 641    Karp, Sol                                               $43,328.55
2984    Kasza, Greg L. & Elinore E.                                $899.99
3434    Katter, Gloria J. (a)                                   $22,290.00
2444    Katz, Ben E.                                             $4,303.16
4129    Kaufman, Lawrence H                        I               $600.00
4712    Keegan, Robert                                          $25,284.90
1188    Kelley, Jerry D. & Anna-Mae                             $15,995.90
3113    Kellnhauser, Bart TTEE                                     $475.00
4556    Kelly, William J. & Delores W. (a)                       $1,531.25
1938    Kemp, Keith K.                                           $7,037.50
3665    Kemps, Bernard H. & Marion E.                              $562.50
4092    Kennedy, Kathryn (a)                                         $0.00
3362    Kennedy, Terry Lee & Marsha F                            $1,000.00
2875    Kenneth Lavey Estate                                    $11,557.90
3907    Kent, Mark. A. Estate of                                 $2,799.00
 660    Keppeler, James G. (a)                                   $2,120.05
 660    Keppeler, James G. & Patricia A. (b)                     $6,813.19
4583    Keppy, Carol A.                                          $4,703.12
None    Key Trust Co. of Ohio N.A (a)                           $27,433.50
1113    Kessler, Charles & Ellen (a)                             $1,890.00
2035    Khalaf, Samir & Suad                                    $14,877.39
2266    Kibbie, Carla S                                          $1,778.31
2264    Kibbie, F. Michael & Carla K.                            $3,609.63
2263    Kibbie, F. Michael & Carla S                             $4,109.55
2265    Kibbie, F. Michael & Carla S.                            $3,984.63
2267    Kibbie, Frederick                                        $1,770.88
2330    Kilpatrick, Ralph E. & Marillyn L.                           $0.00
1510    Kimball, Marvin C.                                       $7,654.44
2018    Kimberley, Barbara B ttee fbo 
           David L. French                                       $5,239.50
1988    Kimberley, Barbara B. (Trustee)                          $5,239.50
 470    King, A. Bruce & Martha G.                               $4,113.93
1743    King, Barbara & William                                 $14,067.78
2393    King, Robert A                                           $1,708.72
4713    King, Roland R.                                             $28.59
3772    Kirby, Jack                                I             $3,750.00
3354    Kirtland, John & Gloria                                  $2,492.75
4262    Kiser, Angus W.                                              $0.00
4239    Klaas, Bruce Gregory, Jr. & Janis K.                     $4,065.64
1288    Klaas, Mark Geoffrey                                     $3,146.51
4124    Klaus, Melvyn                                              $436.50   
4028    Klein, Michael E                                         $4,499.00
 904    Klien, Wilfred R. & Pauline Trustees                     $5,967.00
3351    Kline, William C                                            $25.88
4505    Kloeckner, Dale E. & Marla J.                              $203.12
3431    Klopfenstein, Kent E.                                   $18,243.12
4399    Klopp, Randy                                             $1,236.50
4564    Kluver, Douglas & Jacqueline                             $1,162.50
 467    Knag, Kathleen                                           $1,246.87
4714    Knapp, James D.                                          $3,230.65
4142    Knoblauch, Arthur Jr.                                      $125.00
1606    Knoblich, Ronald                                         $1,794.38
1374    Knowles, Raymond V. & Louise A TTEE 
           for Knowles Family Trust                             $13,675.63
1635    Koch, Ellen A. & Glenn R.                                $2,081.12
2601    Koley, James L.                                          $6,100.00
4089    Koley, Joseph P Jr                                         $250.00
3987    Koley, Joseph P. Jr. & Margaret A.                         $250.00 
 785    Koontz, Howard W.                                        $6,844.00
 395    Koopman, Andrew & Donna L.                               $4,214.25
2525    Kordes, Patrick V. & Lynn                                  $300.00
4715    Kostin, George                                           $8,369.57
2512    Kotz, Vernon J.                            I             $1,962.50
3015    Kovakovich, Ann E.                                       $1,000.00
4716    Koyle, J. Dennis                                            $26.37
4717    Koyle, John M.                                           $1,596.54
2084    Kraft, John F.                                           $1,750.00
3209    Krause, Lee E.                                           $1,050.00
 541    Krause, Ronald L. Vivian J.                                $447.51
4377    Krogness, Elizabeth S.                                     $142.50
2701    Kruse, Dale & Sandra                                     $1,987.50
1714    Kuhns Investment Co. (a)                   I            $17,542.59
2301    Kumerow, Vernon E & Vera F                 I             $1,845.95
2356    Kumke, Thomas A.                                         $1,917.13
4469    Kuncheff, Johnny & Irene R. Family Trust                 $5,743.75
2522    Kuntz, William E. & Barbara B                            $5,065.00
2349    Kuny, Rosemary                                           $8,102.50
 410    Kunzman, Douglas A. & Mary R.              I             $1,393.00
2340    Kunzman, Michelle L.                                     $1,600.00
3797    Kurtz, Janice L                                          $2,361.54
3597    Kusak, Anton C                                           $2,875.00
4506    Labore, Elaine M. (IRA)                                    $793.75
4507    Labore, Everett R. (IRA)                                   $806.25
 550    Lackey, Timothy S. & Nancy L.                              $856.53
4018    Ladd, Dean & Francine                                      $112.50
2042    Ladin, Samuel S. & Florence (a)                          $3,405.50
 608    LaFreniere, Gregory P. (a)                               $3,292.00
 607    LaFreniere, Kristine                                     $1,824.00
4718    Lagerway, Richard W.                                     $2,758.44
1176    Lahey, M. Eugene, & Edna M.                                $862.50
1152    Laird Norton Trust Co.                                   $5,250.00
4429    Lajoie, Everett R.                                           $0.00
1372    Lake, W.R. Jr. TTEE for WR Lake Jr Trust                 $6,550.75
2470    Lakeside Ind. Emp Pension                               $11,681.00
 519    Lamb, Patrick D.                                         $2,598.02
2879    Lambert, Maurice (Rollover)                              $2,852.00
2878    Lambert, Maurice Defined Plan                            $3,562.50
2880    Lambert, Maurice N. & Audrey                             $7,125.00
2592    Landess, Robert C.                                         $656.25
2571    Landgraf, Eugene M.                                      $1,125.00
4719    Landon, Richard Michael                                  $9,121.44
4720    Landwehr, James                                          $1,580.60
2465    Landy, Michael A. & Patricia A.                            $537.50
3428    Lane, Joseph R. Sr.                                     $24,211.87
2230    Lang, Kenneth E                                            $481.25
2876    Lansbury, James                                          $2,237.40
2877    Lansbury, Katharine                                      $2,996.77
1153    Laird Norton Trust Co. - Account 4902                   $19,375.00
2619    Larkin, Don & Lani                                      $11,818.25
2140    Larkin, Robert E.                                       $30,912.50
4721    LaRose, James C.                                         $1,434.95
2326    Larry Stilinovic Pension Plan                            $3,250.00
4584    Larry, Robert N.                                         $3,599.00
2219    Larsen, Kenneth                                          $1,112.50
4618    Larsen, Robert P. & Lorna A. (a)                         $9,688.00
3475    Larson, Russell J. & Patricia                            $2,749.00
 603    Larson, Scott R.                                         $7,535.55
4722    Larson, Zane W.                                          $5,166.88
 361    Lasch, Earl H. & Hermoine                                $1,624.00
3635    Lastavich, Dan L.                                            $0.00
3042    Leach, James H.                                          $2,055.00
3045    Leach, Marian                                            $1,162.50
4509    Leacox, John E. & Betty M.                                 $573.75
3640    Leader, Edwin P. Jr.                                       $637.50
4723    Leavitt, Eric O.                                        $11,767.47
 966    Leavitt, Willard H & Mildred S.                          $1,655.00
 448    LeChard, Allan P.                                        $4,165.00
 362    Ledbetter, Allison W. Jr.                                  $896.00
1370    Leddel, Harry I & Ruth Arlene Trustees                  $17,478.66
4437    Lee, Joseph E.                                           $2,450.00
4508    Lee, Mary V. (a)                                         $5,199.00
4508    Lee, Mary V. (b)                                        $12,500.00
3678    Lee, Roger                                                 $750.00
 678    Leemkuil, John W. & Peggy S. (a)                           $737.50
 678    Leemkuil, John W. & Peggy S. (b)                         $1,756.25
2670    Leet, William S.                                         $2,937.50
 279    LeFevre, David D. (a)                                    $1,000.00
 279    LeFevre, David D. (b)                                    $1,313.00
 279    LeFevre, David D. (c)                                    $1,350.00
 279    LeFevre, David D. (d)                                    $1,013.00
 279    LeFevre, David D. (e)                                    $2,251.00
 279    LeFevre, David D. (f)                                    $2,649.00
 279    LeFevre, David D. (g)                                    $1,520.00
4352    Leicht, Jack H & Bettie                                      $0.00
1762    Leigh Management Associates                             $37,000.00
3427    Leistad, Arlene (a)                                     $10,259.38
3284    Lemon, Roger A. & Myrel L.                               $1,789.00
3185    Lengemann, Marvin & Clarice                I               $850.00
1369    Leonard, Robert Jr.                                      $9,138.50
1368    Leonard, Steve C.                                        $5,372.75
2651    Leonardson, Elmer C.                                         $0.00
2155    Lerchen, Norman A.                                       $9,171.65
3974    Lessard, Leslie W. & Sherry M.                             $500.00
4069    Lesselyong, Mark J                                       $1,175.00
4335    Levang, Curtis A.                                          $650.00
 486    Levant, Richard S.                                       $1,518.75
3848    Levant, Richard S.                                       $2,343.75
 423    Lewis, Charles R.                                        $1,831.71
 734    Lewis, Dan L. & Margo A.                                 $1,226.00
2453    Lewis, Richard D.                                          $560.00
2251    Lhotka, Allan J                                          $1,779.00
2552    Liebel, Dwaine B.                                            $0.00
4724    Liendo, Delfina                                          $1,183.42
1431    Lievan, Marian                                           $2,178.25
4490    Light, H.R. & Rhea M.                                      $950.00
 684    Lilley, H. Clair                                         $3,931.00
4725    Lillo, Lawrence D.                                      $10,122.62
1573    Lin, Tham H                               H, I           $4,916.00
3657    Lincoln Trust Company Custodian for 
           Joseph Martin Imhoff                                  $5,125.00
2549    Lindberg, Warren                           I               $264.81
2290    Lindquist, Bruce & Nancy E.                                $787.50
2275    Lindquist, Bruce T                                       $1,140.00
2276    Lindquist, Bruce T & Nancy E                             $2,137.50
2277    Lindquist, Bruce T & Nancy E                             $1,687.50
2292    Lindquist, Bruce T. & Nancy E.                           $1,037.50
3780    Lineburg, Lucille                                        $2,150.00
4091    Lipa, Walter & Patricia                                    $221.87
2318    Lipit, Michael & Muriel                                  $2,096.00
2319    Lipit, Muriel                                            $2,971.00
1430    Littler, Jan Elizabeth Exec of Est 
           Pauline Littler                                       $3,190.50
 412    Livingston, Larry D.                                     $3,464.63
3721    Lloyd, Michael *DISPUTED*                                    $0.00  *DISPUTED*
3946    Lo, Su Chieh Chen                                       $21,146.98
1092    Lockwood, Beverly F. (a)                                   $206.25
1106    Lockwood, Beverly F. (a) *DISPUTED*                          $0.00  *DISPUTED*
2662    Logan, John                                              $4,625.00
2663    Logan, John S.                                          $70,281.25
3203    Logan, Mark                                              $1,937.50
4590    Longnecker, Doris & John                                 $1,768.78
3318    Los Angeles County Employee  
           Retirement Assoc.                                   $117,175.00
4726    Loveless, Kathy Wood                                     $5,005.69
3425    Lucky Ladies Investment Club                             $2,653.13
2946    Ludwig, John                                             $1,999.00
4727    Lundgren, Roy A.                                         $3,651.58
 758    Lusinger, Margaret S.                                    $3,502.23
2142    Lutz, Kendall D. *DISPUTED*                                  $0.00  *DISPUTED*
1209    Lutz, Kendall D. & Lois L.                               $3,125.00
 521    Lyle, Harry & Carol                                      $5,000.00
2919    Lyman, Gary B & Jo-An H                                  $3,206.25
 354    Lynch, William T.                                       $12,451.75
1463    Maahs, Earl H. & Susan I.                                $2,463.81
2669    MacCloskey, Jane                                         $2,100.00
2863    Mackenzie Trust (a)                                      $9,906.25
2979    Macks, Earl R. & Marilyn                                     $0.00
2964    Madich, Candace                                            $437.50
1887    Madison, James R.                                          $428.93
4728    Madrigal, Robert J.                                      $5,134.43
3347    Magee, Michael C                                           $150.00
4580    Maggio, John P. & Patricia J.                           $11,436.00
4033    Magnuson, Grant A & Louise A                             $1,311.50
4034    Magnuson, Grant A & Louise A                             $4,211.50
4035    Magnuson, Grant A. & Louise A.                           $2,899.00
2606    Mahal, Avtar S.                                          $4,314.00
4729    Mahnke, Steven                                           $3,781.91    
2159    Mahoney, Jane L.                                         $2,875.00
2158    Mahoney, John A. & Jane L.                              $19,375.00
4135    Mahowald, Alfred F.                                        $562.50
3695    Maier, Mr. & Mrs.                                          $837.50
4460    Maier, Mr. & Mrs.                                          $125.00
1450    Maier, Paul V. & Shirley D.                I             $5,917.00
4153    Maitre, Dwain J. & Lenore                                $2,276.00
4730    Majerus, John L.                                         $1,500.60
2949    Major, Mark W. & Nancy A.                                  $150.00
 302    Makam, Chandralekha N.                                   $4,028.75
1373    Mallen, Willis Sr. TTEE Raymond V.  
           Knowles Trust                                         $9,609.63
2417    Mallon, Russell E                                          $950.00
4731    Malone, Robert A.                                       $20,430.72
4435    Managed Services Inc. Employee Profit  
           Sharing Plan                                          $3,150.00
2967    Mandala Communications                                   $3,721.87
3438    Mandapati, Satyanarayana & Vimala Devi                   $3,312.49
2492    Mandelbaum, Anita                                        $1,462.50
1926    Mandelbaum, Jill B. (a)                                    $806.25
2761    Mandelbaum, John R. IRA                                  $1,072.00
2760    Mandelbaum, John R. Profit Sharing                         $664.00
1927    Mandelbaum, Norman B. (a)                                $9,724.00
2563    Manes, Ann M.                                              $156.25
2564    Manes, Jerome F.                                           $156.25
3875    Marcinko, Gerald F.                        I             $1,750.00
4193    Mares, Louise                                            $2,093.75
4061    Maring, Gary & Sally B                                     $239.50
2183    Markoff, Sven C. & Jane C.                               $2,432.25
2229    Marohl, Judith A                                           $975.00
2638    Marr, Arnold R. & Joan M.                                  $225.00
3720    Marrs, Don & Sandi                                       $1,425.00
2146    Marsh, Barbara Dee                         I             $1,163.26
3421    Martens, Margaret (a)                                   $ 4,788.75
4118    Martin, Benjamin O. (a)                                      $0.00
1246    Martin, David R c/f Rebecca M. Martin                    $4,992.43
1233    Martin, David R.                                         $9,020.50
1247    Martin, David R.                                         $1,294.00
1267    Martin, David R. c/f Katherine A. Martin                 $7,705.01
 945    Martin, Jack D                                           $4,049.00
1516    Martin, Lois M. (a)                                     $11,625.00
 290    Martinsen, Richard D.                                      $686.50
4196    Martinson, Paul                                          $1,461.50
2274    Marx, David C                                            $4,939.50
3554    Maschka, Paul                                              $112.50
4510    Masek, Joseph M. Jr. & Blanche M. (a)      I             $2,375.00
4510    Masek, Joseph M. Jr. & Blanche M. (b)      I             $3,000.00
4732    Matheson, James D.                                       $8,499.14
 688    Mathews, David S. (Cust.)                                  $873.00
2243    Mathews, Earl & Irene                                      $588.00
4419    Mathews, Maedean                                         $1,870.31
4420    Mathews, Maurice D.                                      $2,067.19
2041    Mathewson, Charles N. (a)                               $25,812.50
2041    Mathewson, Charles N. (b)                              $174,662.50
2405    Matson, Les N. & Beverly M.                              $4,900.00
 776    Matthews, Kelly King & Mary Lynn J.                      $4,760.97
4733    Matticks, Deborah H.                                     $3,377.56
4734    Matulich, Helen                                          $1,047.17
4256    Matulis, John                                              $500.00
4132    Matzer, Frederick E.                                     $1,649.00
1087    May, W.H. Jr. & Hennings, D.A. (a)                      $25,875.00
2504    McAlees, David G.                                        $3,625.00
 862    McAllister, James R.                                     $6,750.00
 292    McArthur, Lewis L.                         I             $1,912.50
 967    McCafferty, James W.                                     $4,600.00
2107    McCarter, Charles V. (a)                                 $8,155.68
 798    McCarthy, Richard F. (a)                                 $9,250.00
3005    McCaughey, Rosanne G.                                      $300.00
4735    McCauley, Larry E.                                       $2,888.37
4736    McCauley, Thomas Leo                                     $3,710.68
4567    McClary, Janet L.                                          $212.50
2114    McCleary, Robert S.                                      $1,765.25
2520    McClenachan, Dianne (Isaacson)                             $318.75
 650    McClenachan, William B.                                  $1,506.97
2184    McClung, Charles E.                        I             $3,440.13
1813    McConachie, John W JR                                    $1,241.56
1814    McConachie, John W. Jr.                                  $1,842.89
2728    McConadrie, John                                           $633.03
2729    McConadrie, John Jr. (a)                                 $1,027.70
1735    McCormick, Leroy C.                                      $4,848.54
1734    McCormick, Richard S.                                   $42,224.00
1736    McCormick, Richard S.  IRA                              $13,194.00
2235    McCray, Samuel A                           I             $2,252.50
1238    McCune, Lance TTEE                                       $7,192.34
2363    McDaniel, Richard A.                                         $0.00
2870    McDonald, Elaine Marie                                  $12,468.75
3420    McDonald, Frank A. & Mildred (a)                           $675.00
3420    McDonald, Frank A. & Mildred (b)                         $7,530.47
4737    McDonald, Thomas P.                                      $1,708.33
1428    McElliott, Michael V. TTEE Lee 
           McElliott Trust                                      $16,666.98
4078    McElmary, William J.                                     $1,149.00
1009    McGrath, Mary K.                                        $10,037.50
1085    McKay, Jane Teresa (a)                                     $325.00
1085    McKay, Jane Teresa (b)                                   $5,844.00
4738    McKenzie, David R.                                      $10,545.85
1563    McKillop, Paul J                                        $80,496.70
2793    McKim Trust fbo Lewis M. Kean                            $1,997.85
2867    McKim Trust fbo Lloyd G. Kean                            $1,997.85
2792    McKim Trust fbo Paul McKim                               $1,997.85
2868    McKim Trust fbo Sam Douglas                                $998.92
4739    McMasters, Dennis H.                                       $833.98
 289    McMurray, Jack W.                                          $833.00
1611    McNairy, Ryan                                            $5,888.57
1424    McNairy, Sean Fort (a)                                   $2,121.37
 538    McNaught, Ron Jr.                                        $1,147.81
 856    McRill, Eugene B. & Burneta J.                           $1,825.00
2636    McRill, Eugene B. & Burneta J. *DISPUTED*                    $0.00  *DISPUTED*
4740    McTear, John A.                                         $16,304.45
4741    Means, James A. Jr.                                        $166.33
4411    Mecham, Norman D. & Karma R.               I             $4,312.00
 698    Medaris, Nancy Hazel                                    $11,745.50
 630    Meehan, Richard & Marcella                               $3,675.00
3154    Mehmke, Carl W.                                          $2,765.62
4742    Mehrenberg, Davis S.                                     $2,412.38
4182    Mehta, Ramesh H. & Sangeeta R.                           $1,651.80
2434    Merfarm a/c F5                             G            $17,375.00
4743    Merrell, Jason                                           $6,149.04
1202    Mesler, Myron D.                                        $29,649.00
1201    Mesler, Paul S.                                         $14,748.00
2580    Metcalf, H. Wilson                                       $1,275.00
3191    Methodist Hospital Funded Depreciation 
           Peregrine                                            $11,250.00
4744    Meucci, Lisa A.                                          $1,875.81
2224    Meyer Bros Dairy Inc                                     $5,500.00
3877    Meyer, John R.                                          $12,324.00
2577    Meyer, Loren T. cust Kern, Elizabeth                     $2,615.62
1770    Meyer, Sharon A (a)                                      $7,406.25
 666    Meyerson, Robert S.                                      $1,493.09
3986    Midthun, Glenn L. & Sylvia A.                              $803.12
4070    Mielke, Leo G                                            $9,387.50
4511    Miller, Arlon & Doris Y.                                    $62.50
 746    Miller, Dorthea M.                                       $2,549.00
3777    Miller, Laurence                                           $994.40
3038    Miller, Paul A. & Sylvia R.                              $1,250.00
1422    Miller, Peggy G. Sole Prop Emp Mpp Pl                    $3,430.75
1423    Miller, Peggy G. TTEE FBO Peggy  
           Miller Fam Trust                                      $7,854.25
4162    Miller, Shauna P.                                            $0.00
2635    Million, Lois M & Lewis E.                                  $75.00
2406    Millsap, Clarence D.                                     $7,797.00
3933    Milton, Maxwell                            I             $2,871.66
2611    Mingo, Richard L.                          I             $1,772.00
2620    Mingo, Richard L. & Phyllis A.             I             $4,502.74
 747    Minnaert, Dean F. & Marlene                I             $1,267.19
2166    Mitchell, Gregory J. (a)                                 $3,164.85
1421    Mitchell, James R.                                         $978.13
2167    Mitchell, Susan D (a)                                    $3,164.85
4431    Mizener, Alice                                               $0.00
2367    Mock, Patricia M.                                          $300.00
2993    Moffitt-Lindway, Doris                                   $5,220.00
 310    Mollet, Earl H. (Trustee)                                $1,188.65
4745    Monson, Gerald C.                                       $20,397.82
1761    Montclair Orthopaedic Group Pensio n                   $136,501.15
4291    Moore, Daniel C.                                        $32,456.25
4321    Moore, Donald W. & Donald E.                               $225.00
2668    Moore, J. Peter                                          $2,098.18
3315    Moore, Jeffrey S & Rebecca J               I               $425.00
2305    Moore, Joe A. & Rea M.                                   $1,937.50
1705    Morgal, Margaret L.                                        $574.40
1420    Morgan, David F.                                         $5,641.34
2036    Morgan, James & Rose                                     $1,275.00
 575    Morgan, Margaret E.                                      $8,638.70
3971    Morgan, P. H. Trust - A. Morgan                          $6,923.87
3970    Morgan, P. H. Trust - V. Benedict                        $6,923.86
2320    Morgan Stanley & Co., Inc.                               $5,993.00
1588    Morris, Newbold "Bob" Capt                              $76,265.00
3886    Morrison, George H.                                      $2,581.25
2153    Morrissey, John T. & Marie W.                            $1,905.25
2599    Morrissey, Marie                                         $1,238.75
2652    Mortensen, John H.                                       $1,000.00
3989    Morton, Frank A. & Linda M.                              $1,509.61
2846    Moskin, Nancy                                           $10,012.50
2285    Moss, Lee W                                             $23,000.00
2963    Mostoller, I L Suzie                                       $875.00
4354    Mountford, Roger & Donnis                                $1,462.50
4746    Mower, Clark M.                                         $22,709.09
2491    Moyle, Henry D.                                         $37,233.80
3782    Ms. Dee Inc. PSP                                         $1,198.54
2135    Muck Farms Inc.                                          $2,750.00
4141    Mudgett, Albert G.                                       $2,024.00
3664    Mueller, Frank C.                                        $2,455.00
2351    Muellerleile, Richard                                    $2,887.50
1849    Mueske, Duane & Willia                                   $5,218.20
1003    Mukamal, Daniel                                            $276.75
4561    Murphy, Brian E. & Kathryn A.                            $4,000.00
3214    Murphy, Carol J. Trustee                                 $1,000.00
3189    Murphy, Mary Jane, Estate of                I            $2,700.00
1773    Murton, David B                                          $6,528.50
1419    Murton, David IRA                                        $2,031.37
1503    Musgrave, Violet & Cheryl & Dara                         $2,634.34
2397    Myhr, Jerry B. (a)                                       $1,843.75
3766    Naegele, Robert O JR                                     $1,500.00
2070    Nakagawa, Eiko (a)                                      $19,366.50
2070    Nakagawa, Eiko (b)                                       $5,907.76
 701    Nakamura, Milton (Estate)                                $2,474.00
3071    Napier, Dan                                              $3,725.00
1533    Nasseta, Anthony F. (a)                                    $375.08
1466    Nassetta, Cecelia (a)                      I               $375.00
1892    National City Bank-Dayton, Trustee for     I             $1,245.84
2429    National Gardening Assoc. a/c NGA  (a)     G             $7,831.25
4101    Nau, John C                                              $3,125.00
3587    Nelson, Arthur E.                                       $26,875.00
3556    Nelson, Clyde & Bessmarie                                $1,362.50
2958    Nelson, Elizabeth J.                                       $700.00
2106    Nelson, Herman L & Margaret B.                           $1,950.00
4067    Nelson, Iva Marie                                          $427.50
3586    Nelson, Jim                                                $852.00
2957    Nelson, Kenneth                                            $450.00
3869    Nelson, Nancy A.                                           $487.50
2518    Nelson, William A.                                       $1,212.50
3884    Nelson, William A. & Doris L.                              $287.50
4747    Nemeth, Rick                                             $1,633.43
3237    Neonatology PA Profit Sharing                            $2,858.00
4455    Nesmith Two                                                  $0.00
1505    Ness, Wayne R. & Mary M.                   I               $787.50
1344    Netten, Twila F.                                        $10,364.15
4524    Neubauer, David J.                                       $8,999.00
2466    Nevil, Bob J. *DISPUTED*                                     $0.00  *DISPUTED*
2854    Neville Rodie & Shaw Profit Sharing 
           Trust (a)                                            $32,793.75
 386    New Alternatives Fund, Inc.                            $466,021.24
3601    New Cycle Foundation (a)                               $227,125.00
1481    Newgard, Traci                                              $62.50
4748    Newman, Elmer C.                                        $11,038.22
1915    Newman, Jay & Pauline                                      $924.00
2896    Newton Falls Paper Mill (a)                             $49,687.50
4394    Nicoll, Matt                                             $1,137.50
 726    Niederer, Robert & Ruth                                  $3,951.60
 740    Niederer, Robert H. & Ruth G.                            $2,099.00
 600    Nielsen, Kenneth N. & Fern S.                            $1,498.75
4094    Nixon, Helene J                                            $425.00
4095    Nixon, Michael T                                         $9,281.25
 309    Noel, Dale A. & Kathryn L. (a)                               $0.00
 578    Nogg, Alvin S. & Manya E.                                $1,999.00
4073    Nokomis Investment Club (a)                                $331.00
4073    Nokomis Investment Club (b)                                  $0.00
3101    Nolte, Robert C. & Betty Jo (a)                          $2,037.75
3957    Noonan, Grace C.                                        $48,350.00
2020    Nordstrom, Elmer J. Estate of                          $101,913.00
3854    North, Kathleen L.                                          $12.50
2588    Northup, Richard E. & Shiley J.                            $875.00
1167    Norwest Bank Colorado, N.A. (Custodian)                 $14,983.87
2332    Nowell, May                                              $1,890.00
2375    O'Brien Enterprises LTD Prof Shar           
           Plan & Trust                                         $15,375.00
1485    O'Brien, John T & Jeanne T.                              $5,373.43
4075    O'Halloran, Cynthia H                                    $3,308.71
1240    O'Kief, James M & Nancy S.                               $1,843.75
3894    O'Neil, Donald R. & Rosella                I             $1,550.00
4749    Oanes, Gerald                                            $2,551.92
 920    Odesky, Stanford                                           $999.95
3584    Oetken, Herbert E.                                       $1,362.50
4387    Okey, Kyle C.                              I             $1,800.00
2607    Oldakowski, Robert A. & Dorothy A.                       $3,375.00
2758    Oliver, Douglas & Holly                                    $200.00
1273    Ollie, Mary                                              $1,377.18
 834    Olmstead, Daniel (a)                                     $7,140.09
1418    Olmstead, Peter Def Ben Ret Tr                          $13,212.72
2695    Olofson, Clifford (a)                                    $1,856.25
3964    Olsen, Christine fbo Amy Olsen &  
           Sarah Olsen                                           $2,031.25
3950    Olsen, Erdean Custodian for  
           Brent W. Clark                                           $23.75
3951    Olsen, Erdean (IRA)                                        $825.00
4432    Olsen, Erdean Custodian for  
           Travis Clark (a)                                         $23.75
3195    Olsen, Glenn H.                                          $4,415.00
3963    Olsen, J.R. & Christine L.                               $1,065.62
 481    Olsen, Marjorie A.                                         $131.25
4750    Olson, Christine A.                                      $1,885.86
 859    Olson, John L. (Trust)                                  $12,300.09
2731    Olson, Wayne P.                                          $3,437.50
4489    Ophthalmology PA Pen Pl                                  $7,062.50
4488    Ophthalmology PA Pro Shar                                $7,062.50
 492    Orinkawitz, Edward P.                      I             $1,006.00
1820    Ormsby, Richard & Rae                                    $1,875.00
1822    Ormsby, Richard E Family Trust (a)         I                $85.00
 767    Orr, Rufus D.                                          $123,701.25
1184    Ottertail Investment Group (a)                             $864.04
2502    Overby, Glenn & Ruth                                       $900.00
 420    Owen, Eleanor P.                                        $10,558.75
2735    P. O. Investment Club                                    $1,725.00
4521    Pacey, John S.                                             $400.00
3719    Pacific Northwest Sport & Physical Therapy               $7,125.00
3823    Pacific Steel Casting Co.                              $106,300.00
2767    Pack, Douglas H. (a)                       I             $1,350.00
 612    Padberg, Godfrey P.                                      $4,032.81
3100    Paden, David W. J.                                       $1,221.90
2956    Pai-Panandiker, Kamlesh & Mangala                        $2,161.50
2971    Pai-Panandiker, Mangal (Custodian)                       $2,161.50
4270    Palmer, Kenneth J.                                           $0.00
4751    Pannier, Tricia F.                                       $2,590.13
 674    Paper, Steve Custodian for Bobbie Paper                    $375.00
1989    Pardey, Harold M. & Elaine                               $7,566.75
3906    Parenteau, Vern J.                                           $0.00
 683    Parke, Kenneth L. & Sara L.                                $712.50
3060    Parker, Blaine & Mary Ann (b)                            $9,455.80
2948    Parker, John & Bonnie                                      $500.00
2527    Parker, William A.                                       $2,063.00
2531    Parker, William A.                                         $625.00
4115    Parmley, Clinton A & Betty Jane                          $1,575.00
2111    Parsons, Larry D.                          I             $1,055.84
1663    Passey, Mirl J.                                          $2,682.59
1900    Patel, Bharatbhai & Niraben B.             I             $1,317.49
4576    Patten, James                                            $3,187.50
1119    Pauley, James L. & Virginia E.                           $5,200.81
1526    Pauley, Mary J                                             $244.52
3304    Payne, David J                             I             $1,879.85
2353    Pearson, Gorden A. & Jean                                  $650.00
4012    Pebbles, Harold & Ann                                    $5,250.00
4013    Pebbles, Harold A. D.D.S., P.S.                          $6,375.00
3123    Per Mar Security & Research Corp.                        $3,400.00
2428    Peragrine Financial (a)                    G             $8,293.75
4229    Peters, Carl J.                                          $1,722.00
2076    Peters, Elizabeth S.                                     $1,781.25
3839    Petersen, David                                          $2,353.50
4167    Petersen, Leon O. & Joan K.                                $587.50
4222    Peterson, Gary M.                          I             $1,550.00
 517    Peterson, Judith I.                                        $893.52
4752    Peterson, Minton                                           $725.57
4753    Peterson, Raymond G.                                     $1,785.40
4754    Petras, Ann                                              $2,311.62
1897    Petree, Alice A.                                         $4,505.41
 647    Pewterbaugh, Nancy J.                                    $3,700.00
2707    Pflipsen, Terry                                          $1,481.25
1867    Phalin, Thomas L & Patricia J                              $832.50
2094    Phelps, James J.                                        $12,375.00
2630    Piano, Robert G.                                         $1,350.00
4254    Pieri, Susan                                                 $0.00
3192    Pigott, Charles M.                                      $26,375.00
3121    Pilgrim, Evelyn H.                                       $4,300.00
1848    Pincus, Jacqueline K                                     $8,012.00
3999    Pint, Allan & Sandra                                     $1,337.50
3643    Piper Jaffray (Custodian) Julieanne  
           E. Westland                                             $400.00
3647    Piper Jaffray (Custodian) Ronald  
           A. Carlson IRA                                            $0.00
3651    Piper Jaffray (Custodian) Rebecca  
           S. Joseph IRA                                         $1,138.00
4512    Piper Jaffray (Custodian) Richard 
           L. Greene                                               $850.00
4513    Piper Jaffray (Custodian) Robert M. 
           Chastain SEP                                            $918.75
4586    Piper Jaffray (Custodian) Ronald A. 
           Carlson                                                   $0.00
4587    Piper Jaffray (Custodian) Hoyt H. Allen                  $2,285.00
4588    Piper Jaffray (Custodian) Rebecca S. 
           Joseph                                                $1,138.00
4589    Piper Jaffray (Custodian) Betty Krueger                      $0.00
4593    Piper Jaffray (Custodian) Mary L. 
           Warner, IRA                                           $1,895.00
4594    Piper Jaffray (Custodian) Julianne 
           E. Westlund                                             $400.00
3644    Piper Jaffray (Custodian) (a) Betty
           Krueger                                                   $0.00
3645    Piper Jaffray (Custodian) (a) 
           H. Lavina Wright IRA                                      $0.00
3649    Piper Jaffray (Custodian) (a) 
           Hoyt H. Allen IRA                                         $0.00
4597    Piper Jaffray (Custodian) (a) 
           H. Lavina Wright                                          $0.00
3644    Piper Jaffray (Custodian) (b) 
           Betty Krueger IRA                                     $1,087.50
3645    Piper Jaffray (Custodian) (b) 
           H. Lavina Wright IRA                                      $0.00
3649    Piper Jaffray (Custodian) (b) 
           Hoyt H. Allen IRA                                     $2,025.00
4597    Piper Jaffray (Custodian) (b) 
           H. Lavina Wright                                          $0.00
3644    Piper Jaffray (Custodian) (c) 
           Betty Krueger IRA                                     $1,707.00
3645    Piper Jaffray (Custodian) (c) 
           H. Lavina Wright IRA                                  $1,681.75
3649    Piper Jaffray (Custodian) (c) 
           Hoyt H. Allen IRA                                         $0.00
4597    Piper Jaffray (Custodian) (c) 
           H. Lavina Wright                                      $1,681.75
3247    Piper Jaffray (Custodian) (j) Richard L. 
           North & Katherine North                                   $0.00   
3184    Piper Jaffray (Custodian) 
           Edward L. Schinzel                                        $0.00
3229    Piper Jaffray (Custodian) Mary I. Fahey                  $1,951.00
3239    Piper Jaffray (Custodian) 
           Dr. T. Bruce Ferrara                                  $1,535.00
3238    Piper Jaffray (Custodian) 
           Karen B. Ferrara                                      $1,626.00
3169    Piper Jaffray (Custodian) 
           Robert M. Chastain                                        $0.00
4527    Piper Jaffray (Custodian) 
           Judy Gentling                                            $82.00
4528    Piper Jaffray (Custodian) Kirk Gentling                    $123.00
3177    Piper Jaffray (Custodian)   
           Robert W. Rivett                                          $0.00
4549    Piper Jaffray (Custodian)  
           Sandra J. Simmons                                       $300.00
4263    Piper Jaffray (Custodian) 
           Steven E. Rolsch IRA                                      $0.00
3914    Piper Jaffray (Custodian) 
           Richard A. Sheftman                                     $775.00
3905    Piper Jaffrey (Custodian) for 
           Mary L. Warner                                        $1,895.00
3801    Piper TR Bowman, Glenn & Mary                            $5,375.00
4477    Pithan, Gregory J.                                       $3,837.50
4485    Platt, Bradley D. (a)                                    $2,483.75
3110    Pletscher, John N. & Jeanne G. (a)                       $1,360.75
4251    Plumer, Barbara Catherwood (a)                          $14,325.00
4251    Plumer, Barbara Catherwood (b)                         $136,796.75
3418    Plunk, Glenna M.                                        $12,054.68
3417    PNG Partnership (a)                                      $8,298.43
2201    Poetker, John                                            $2,874.00
4103    Pollock, Maurice Dean & Susanne                          $3,402.50
2171    Popovich, J.K. & Jane H. & Carver,             
           Eugene P.                                             $1,984.00
2173    Popovich, Jane H.                                       $20,402.66
2172    Popovich, Kimberly                        I              $3,335.71
2170    Popovich, Patricia L.                                    $1,983.50
4755    Porath, Mary                                             $1,064.84
 753    Posthumus, Allen W. & L. Joyce                           $1,169.53
1414    Powell, John F. & Wendy R TTEE 
           Powell Fam Trust                                      $3,158.50
4756    Pracht, Thomas                                           $3,684.36
2486    Prather, Ronald & Sondra                                   $361.33
4109    Pratt, David Wells                                       $2,687.50
4757    Pratt, Robert N.                                        $17,578.33
3181    Pray, Lillian B.                                         $1,550.00
3142    Preston, Maynard                                         $4,686.50
2519    Preusse, Wilbur H.                        I             $10,281.25
2419    Priesing, John W                                        $13,814.00    
1695    Proffit, Michael                                         $7,200.00
3459    Profitable Portfolio                                     $2,287.50
 401    Przygoda, Eugene J. & Lynn E.                            $1,884.00
3044    Psyk, Joseph John                                          $960.25
4367    Puhalla, Todd                                                $0.00   
2830    Puleston, Dennis                                         $6,735.00
4606    Putney School (a)                         G             $13,437.50
3014    Quick, Robert                                            $1,401.67
3543    Quigley, Larry                                           $6,213.00
 957    Rachey, Diane L.                                         $1,549.50
4758    Radel, Martin F.                                         $3,532.05
4237    Radintz, Henry Charles (a)                                 $421.87
2306    Rahmlow, Edward C. & Glen E.                               $899.00
4096    Raitzer, Kristin E Osterndorf                            $3,637.50
1775    Ralphs, Donald Scott                                    $14,040.07
 700    Ralphs, Joyce S.                                        $14,040.07
1774    Ralphs, Joyce S. *DISPUTED*                                  $0.00  *DISPUTED*
4390    Ransdell, Robert (a)                                       $650.00
4390    Ransdell, Robert (b)                                         $0.00
 890    Ransom, Anita G.                                         $4,275.00
 344    Rath, Michael & Mary K.                                      $0.00
4759    Rathjen, Cheryl M.                                       $1,617.94
1197    Rauer, Carl L.                                              $50.00
2661    Rawls, Daniel T. & Betty B.                              $1,112.50  
3598    Read, Donald L & Helea                                     $525.00
2176    Redd, Lynn Baz & Damon Baz                               $1,287.86
2177    Redd, Lynn Baz & Derek Baz                               $1,287.86
2273    Reeber, Erick                                            $1,799.00
4760    Reed, Gregory T.                                         $5,625.99
4761    Reed, William J.                                         $9,262.55
1412    Reel, Roy A. IRA                                         $6,312.94
3155    Regan, Billie E. & Gladys I.                             $1,812.50
3156    Regan, Billie E. & Gladys I.                             $1,824.00
1778    Regan, James & Sue Pascal                                  $290.41   
3778    Regina Medical Complex                                   $7,102.60
3207    Reid, Donald L.                                          $5,000.00
4417    Reiman, Mary Lee (a)                                     $1,175.00
1688    Reinauer, Richard H.                                         $0.00
3820    Reinhardt, Kenneth A                                     $1,389.59
3771    Reiter, Doug W                                             $731.25
 388    Rentel, Richard O. & Joyce M.                            $1,813.75
1639    Rentz, Wm H.                                             $2,316.51
2986    Reskakis, George D. DDS                                      $0.00
2081    Resnik, Seymour & Sandra                                   $535.00
2040    Restad, Arlan G.                                             $0.00
 821    Rettinger, Thomas C.                                     $1,019.60
3416    Reynolds, James D. & Darlene S.                          $2,996.09
1958    Rhodes-Greene, Susan                                     $1,114.89
1489    Rial. Steve A.                                           $2,270.00
4762    Ricca, Antone                                            $3,748.84
 943    Richards, Barclay H                                     $10,627.85
1269    Richards, W. Thomas (a)                                  $8,976.57
1411    Rick, Robert A. TTEE FBO Ella 
           F. Rick Rev Trust                                     $5,595.82
4763    Ricker, Sandra                                           $1,263.35
4547    Ridings, Ray F.                                          $2,312.50
4764    Rieland, Dennis D.                                       $2,253.39
1462    Riley, Wallace D. & Dorothy C. (a)                     $269,275.60
4765    Rinehart, Mark E.                                       $28,283.10
4206    Ringen, Mary Beth TTEE FBO                               $1,954.00
2851    Ripley, F. Fuller (a)                                    $6,250.00
2829    Ripley, Sally F.                                         $2,173.50
3187    Risk, Richard J.                                         $2,000.00
4766    Rivera, Shirley J.                                         $247.10
4496    Rivett, Robert W. (IRA)                                  $2,500.00
2828    Roach, Rachel K.                                         $1,421.00
2667    Robberson, Dorothy A                                     $3,733.49
 934    Robert Mellin Trust for John Clark, 
           Stanley Margolis and Larry Martindale                 $6,392.73
 939    Robert Mellin Trust (a) for John Clark, 
           Stanley Margolis and Larry Martindale                   $474.73
 725    Rock, Joseph S.                                         $12,795.00
4767    Rock, Sharon                                             $9,848.27
4313    Rodie, Constance T.                                      $5,030.00
1519    Roeme, Frederick L & Anna S                              $2,700.00
 592    Rohde, Dale F.                                             $231.00
3050    Rohwer, Lloyd H. & Frances J. (a)                        $3,988.00
1100    Rolf, Glenn R. & Barbara C.                                $956.25
4047    Rolf, Robert A                                             $325.00
1796    Rose, Madelyn J. Beneficiary Koovard                       $188.90
1843    Rose, Madelyn J                                            $111.70
1877    Rosenthal, Ray U.                          I             $2,119.79
2215    Ross, Gerald E                                           $1,979.60
2011    Ross, Oren E & Lonnie C                                  $2,229.91
3923    Ross, W. D. Jr.                                          $1,275.00
1435    Rossman, Seth                                              $737.50
1059    Routier, Gordon                                          $1,062.50
 681    Rovick, John B.                                         $11,230.00
3470    Rovie, Kenneth C. (a)                                    $3,149.00
 768    Rowady, Lewis (a)                                       $16,500.00
3193    Rowe, George & Beverly                                  $14,875.00
4105    Rowley, Mark A & Virginia                                  $793.75
2782    Rubel Family Foundation                                 $27,927.50
1073    Rubin, Bernard & Gloria (a)                                  $0.00
2494    Rudman, Karen L.                                           $975.00
4452    Rudy, Thomas A.                                          $4,500.00
1824    Ruggles, William                                           $312.75
1410    Rusack, Janice O. FBO Rusack Living Trust               $19,254.83
3663    Rusch, Freeland                            I               $899.00   
2968    Rusho, William J & Susan J.                              $1,568.75
2989    Rushton, Sam                                            $12,905.00
3063    Rusi, Ermanno & Patience                                $11,500.00
 415    Rusnak, Joseph R.                                        $1,912.00
 527    Ruther, Bernard L. & Kathleen M.                         $1,324.00
4260    Ruvelson, Alan K., Jr.                                     $425.00
3603    Sacharuna Foundation (a)                               $240,125.00
3712    Sack, John T. M.D.                                       $5,806.50
3713    Sack, John T. M.D.                                       $5,862.25
3716    Sack, John T. M.D.                                       $8,500.00
3717    Sack, Sharon                                               $955.00
 485    Safford, William H.                                        $719.57
1453    Sageser, Richard L. & Sherrel J.                         $2,577.50
2614    Sahling, Donald L.                                       $1,500.00 
4414    Salk, Richard J.                                             $0.00
1556    Salyer, Joel D                             I             $2,187.50
2174    Samek, Peter L. & Robert H.                              $4,090.71
1409    Sampson, J. Michael IRA                                  $7,655.63
2395    Sanborn, Alvin M. & Jarisse J.                           $6,906.25
3216    Sandberg, Oscar C.                                       $9,495.00
3414    Sande, Earl E. (a)                                         $155.25
2581    Sandell, Richard D. & Muriel K.                          $1,228.12
4409    Sanderson, Allen R.                                      $2,237.50
 349    Sands, Thomas P.                                         $3,837.05
 341    Sanner, Glenn M. & Harriet L.                            $1,178.86
4768    Sanslow, Rochelle J.                                     $2,969.06
4769    Saperstein, David M.                                     $4,992.05
3373    Sarich, Steve Jr & Kay                     I            $12,859.85
4575    Sarver, Terry D. & Shela E.                                $662.50
2389    Sastaunik, Patricia J.                                     $638.36
2316    Satellite Investment Group                 I               $975.00
4363    Savage, Charles J. (a)                                     $312.50
4363    Savage, Charles J. (b)                                       $0.00
4364    Savage, Joanne M. (a)                                        $0.00
4364    Savage, Joanne M. (b)                                        $0.00
 703    Sayles, Floyd L. (a)                                     $2,655.25
3299    Schanz, Richard W                                        $2,100.00
2533    Scheidler, William C. & Mary M                             $387.12
2665    Schenck, Peter V. & Barbara F.                           $2,491.68
1472    Schenck, Robert C.                                       $4,568.75
4770    Schenk, Dean                                             $2,266.15
1408    Schick, Harold G. Jr                                     $4,760.88
2364    Schiller, Robert B.                                      $1,986.50
4497    Schinzel, Edward L.                                      $1,687.50
4190    Schlagel, Clarence R.                                      $687.00
4771    Schleicher, Mary                                           $789.92
3834    Schlick, Fred J. & Mary C.                                 $898.00
1754    Schloss, Eugene & Co. Inc. 
           Pension Plan                                         $19,086.99
1753    Schloss, Eugene & Co. Inc. 
           Profit Sharing Plan                                  $12,324.99
 670    Schlosser, Beverly                                       $2,724.00
4458    Schmidman, Joyce D.                                     $10,000.00
1345    Schmidt, A. Thelma                                       $2,810.22
4374    Schmidt, Dick W. & Bernice M.                              $200.00
4772    Schmitt, Loran M.                                        $4,367.75
2381    Schmitt, Richard C. & Wilma F.             I             $2,354.00
3160    Schmitz, Jerry H. & Norma M.               I             $3,750.00
2295    Schmitz, Kathleen B.                       I             $1,462.50
3280    Schneider, Carl M. & Grace M.                              $281.25
3959    Schoeneman, Judd J. Custodian 
           for Scott J. Schoeneman                                   $0.00
3960    Schoeneman, Judd J. Custodian 
           for Jill J. Schoeneman                                    $0.00
4448    Schoeneman, Judd J. Custodian 
           for Jill J. Schoeneman                                    $0.00   
4449    Schoeneman, Judd J. Custodian 
           for Matthew J. Schoeneman                                 $0.00
4450    Schoeneman, Judd J. Custodian 
           for Scott J. Schoeneman                                   $0.00   
3962    Schoeneman, Judd J. Custodian 
           for Matthew J. Schoeneman                                 $0.00
 539    Schoenwald, Maurice & Susan                              $1,348.99
2427    School, Potney (a)                                      $13,437.50
3552    Schroeder, Lee (a)                                       $2,500.00
 662    Schubach, Stanley D.                       I             $4,630.85
 379    Schultz, Wayne F.                                        $1,697.00
2538    Schulz, Roy R & Dorothy M.                 I             $1,100.00
1031    Schutt, Russell W. & Shirley J.                          $6,747.35
4467    Schwab, Joseph & Sherry                                  $1,425.00
3465    Schwartz, Paul (a)                                       $4,750.00
3465    Schwartz, Paul (b)                                         $126.68
1327    Schwerdt, M. Craig                                     $127,115.00
4773    Scott, Debra J.                                          $2,399.61
4466    Scott, Eugene R. & Evelyn R.                             $2,925.00
3317    Scripps Clinic & Research Foundation                   $126,562.50
 576    Scult, Allen                                             $2,175.00
3768    Seattle First National Bank                              $1,156.25
3769    Seattle First National Bank *DISPUTED*                       $0.00  *DISPUTED*
3767    Seattle First National Bank 
           Agent/Trustee for Virginia Mason 
           Hospital Retirement                                   $4,950.00
1708    Seattle Lumber Co Employee Pension Trust                $20,712.50
4114    Seeley, James                                            $4,000.00
4397    Sefer, Norman R. & Joyce W.                              $2,937.50
4493    Selser, Catherine C.                                     $4,812.50
1847    Senne, Thomas A                                          $1,115.01
 640    Servais, Alden J. & Marie F.               I             $1,343.75
1890    Setness, Peter A. (c)                                    $2,375.00
2200    Sevieri, Bill & Kaylene                                  $4,599.00
2733    Sharrar, Donald H.                                       $1,934.37
 626    Shaw, Jack                                               $1,795.25
4774    Shawcroft, Dennis                                        $8,886.55
2489    Sheda, Anthony & Paulette (a)                           $14,419.14
1973    Sheehan, Willma T. (Estate)                              $1,371.35
3915    Sheftman, Richard A.                                       $918.75
4269    Shella, John & Claire                                      $600.00
4775    Sheller, Craig                                           $3,405.79
 622    Sheller, Craig Eugene                                    $5,600.50
4776    Sherlock, Ellis E.                                       $3,726.75   
 360    Sherman, John P. & Marian B.                             $7,187.50
3874    Sherman, Susanne                                         $1,437.50
2095    Sheumaker, John C. & Sharon L. ll                        $3,097.32
2664    Shifter, Ferdinand H. & Marie G.                         $1,350.00
3450    Shodahl, Glendon J.                                        $675.00
4777    Short, Cecil                                                $19.94
1297    Short, Robert R.                                         $2,235.09
4778    Short, William R.                                        $1,815.11
1210    Showalter, Rolla E.                                      $6,300.00
2732    Showers, Donald K. & Barbara A.                          $1,668.75
4577    Shrader, James E. & Helen I.                             $2,849.00
4591    Siegel, Phillip B. *DISPUTED*                                $0.00  *DISPUTED*
3652    Siegel, Phillip B. (a)                                       $0.00
3652    Siegel, Phillip B. (b)                                   $1,343.75
2947    Siegle, Dennis                                           $2,062.50
2359    Sieveke, Phyllis                           I             $2,368.00
2164    Sievers, Jill (a)                                        $1,543.10
2163    Sievers, William J. (a)                                  $1,543.10
4201    Sigler, Andrew Howard                                        $0.00
4126    Sigloh, Dennis B                                         $5,250.00
 540    Silks, Edward J. & Aldona L.                             $6,132.00
3887    Silveira, Edward L.                                      $4,689.50
2915    Silzer, Parker W.                                        $6,337.50
4494    Simmons, Jim (a)                                           $725.00
4043    Simmons, Sandra J. *DISPUTED*                                $0.00  *DISPUTED*
3221    Simon, Thomas M.                                           $762.50
3222    Simon, Thomas M.                                         $1,475.00
1406    Simpson, O J & Taft, Leroy B 
           TTEE FBO OJ Simpson                                   $5,852.47
1407    Simpson, Orenthal J. IRA                                 $1,412.50
 536    Sinclair, Donald R.                                        $975.00
 359    Skagen, Ruthella (Barnecut)                              $7,849.00
4779    Skifton, Rodney                                          $1,631.65
1782    Skilbred, L Arne                                        $16,681.90
4107    Sklar, Richard A                           I             $1,616.95
1614    Sletten, Alice (Childrens Fund)                          $3,500.00
4440    Sliwa (Wiater), Helen K.                                   $275.00
2382    Slucis, Aivars                                           $8,465.60
3057    Sly, E. R.  (a)                                            $400.00
3002    Smith, Arthur G.                                         $2,255.04
2589    Smith, Emmett A.                                         $1,337.00
1609    Smith, George A                                          $8,944.20
2922    Smith, Howard S. & Phyllis D. (a)                        $4,993.28
2922    Smith, Howard S. & Phyllis D. (b)                        $3,428.68
1512    Smith, Kit                                               $4,828.10
4780    Smith, Michael M.                                       $13,146.37   
4120    Smith, O.W.                                                $300.00
3017    Smith, Robert T.                                         $1,100.00
1707    Smith, Stanley Howard & Beverly Ann                        $612.76
3213    Smith, Visten IRA                                          $600.00
2813    Smithe Machine Collective Bargaining (a)                $20,000.00
2848    Smithe Machine Retirement Plan (a)                      $36,562.50
2985    Snow, John Robert                                        $3,079.69
4495    Snyder, Darwyn V.                          I             $1,125.00
 549    Soeffker, Ralph & Ruth                                   $8,412.50
4781    Souza, Paula M.                                            $496.69
4026    Spain, Kevin D & Barbara J                               $1,242.19
1477    Spalt, Allen E.                                            $606.75
2696    Spear, Barbara Sue                                       $1,303.12
2420    Speece Lewis Inc                                         $2,875.00
4782    Sperry, Mark W.                                          $5,747.19
4783    Spirk, Dolores R.                                        $5,248.46
4784    Splittstoesser, Evelyn                                   $1,984.85
4785    Sprayberry, J. Paul                                      $3,986.47
4786    Sprayberry, J. Paul                                      $1,360.46
2293    Springan, Donna M.                                         $521.87
1883    Squire, Marian                                          $10,000.00
3939    Stack, Gary M. MD Custodian for 
           Jeffrey M. Stack                                      $3,312.50
3938    Stack, Gary M. MD Custodian for 
           Garrett C. Stack                                      $4,468.75
3058    Stack, Harold E.                                         $2,000.00
2137    Stanard, Mark W.                                           $775.00
4787    Stanton, Franklyn T.                                     $1,507.36
4788    Starnes, James                                           $3,792.94
4789    Statler, Jayne A.                                          $258.09
1862    Stearns, Neal R & Georgianna H                           $1,712.49
1494    Steele, Paul E.                                          $1,570.93
1598    Stefan, Andrew T. & Robin W.                             $6,056.25
2988    Steffl, Lawrence & Kathleen                                $200.00
4558    Steinberg, Richard                                        $1780.00
 593    Steinfeld, Ronnie                                        $1,356.11
 358    Steinfeld, Ruth                            I             $1,293.96
1403    Stensland, Theodore Jr., & Muriel F.                     $2,854.50
3091    Stepanek, Steven H. (a)                                  $1,855.25
4790    Stephens, Lester C.                                      $5,299.87
4079    Sterchens Sales Inc                                      $5,000.00
1595    Stevens, Edward                                          $3,774.60
1610    Stevens, Edward                                          $6,660.50
4791    Stevens, Todd J.                                        $10,560.56
4792    Stevenson, Susan S.                                      $1,607.47
4793    Steward, Tom                                             $5,387.15
1236    Stewart, Michael (a)                                       $799.00
2699    Stewart, Ralph B. & Doris J.                             $3,008.00
1459    Stickel, Lucille F.                                      $3,715.66
2812    Stiffel, Jules N.   (a)                                  $3,250.00
2327    Stilinovic, Larry Prof                                   $7,500.00
2325    Stilinovic, Lawrence                                     $2,000.00
 404    Stillman, Charles & Raquel                               $3,942.34
1216    Stillman, Ellen Sue Custodian for 
           Craig A .Stillman                                     $2,771.36
1214    Stillman, Ellen Sue Custodian for 
           Jory E. Stillman                                      $2,771.36
2240    Stirling, Albert & Gladys                               $11,468.70
3637    Stobbe, Robert E.                                          $187.00
4794    Stocking, Boyd L.                                        $3,809.12
4795    Stockinger, Paul                                         $1,022.25
2124    Stockton, Erma S.                                        $5,222.00
1910    Stoick, Dennis V. & Dorothy C.                           $1,249.00
4796    Stolt, Roger                                             $4,050.59
2350    Stone, Harry D. Sharon E.                                $2,300.00
1049    Stout, C. Fred, Jr. & Elizabeth F. (a)                     $550.00
4066    Stout, C. Fred, Jr. & Elizabeth F. (a) 
           *DISPUTED*                                                $0.00  *DISPUTED*
4483    Stowell, Kenneth & Lola                                  $1,800.00
 905    Straley, Kathy A.                                       $10,756.50
4464    Strand, Janice                                             $737.50
4074    Stranik, Richard                                           $296.05
2991    Stricklin, Elizabeth                                     $5,375.00
2496    Stroud, Jerry                                            $3,050.00
3078    Struchen, John L.                                          $110.00
4057    Strunk, Allen D.                                             $0.00
4572    Struve, Gerald                                             $337.50
1886    Stubits, John & Emelia                                   $1,680.53
3812    Sturgess, Margaret I                                     $7,187.50
2472    Sturgis, Robyn Renee                                     $3,875.00
2471    Sturgis, Ryan Russell                                    $3,875.00
2221    Sturm, Gary L & Joyce L                                  $1,650.00
1839    Sullivan, Gail C.                                        $1,078.12
2085    Sullivan, Susan L. Custodian 
           for Katherine J. Sullivan                               $807.35
2079    Sullivan, Susan L. Custodian 
           for Kerry E. Sullivan                                 $2,355.21
2009    Sullivan, Susan L. Custodian 
           for Michael A. Sullivan                               $1,584.10
4797    Summers, Allan G.                                        $7,530.51
3220    Surface, Charles E.                                      $2,300.00
 334    Sutherland, John C. (a)                                  $7,035.88
2691    Swain, Harry L. & Marilyn H.                               $962.50
 711    Swallow, C & G                             I             $1,958.85
4279    Swaney, William & Wilma (a)                                $812.50
2998    Swanger, Robert C.                         I               $994.37
2443    Swanson, Donald E. & Beverly J., dec'd                   $1,799.00
2442    Swanson, Donald E. for 
           Beverly Swanson, dec'd                                $5,549.00
3139    Swanson, Gary A.                                            $62.50
2762    Swanson, Mark D.                                         $2,149.00
3460    Sweeney, Lisa B.                                           $899.99
4125    Sweeney, Lynn G                                            $899.99
 654    Sweet, R. Anthony                                        $2,204.00
3440    Sweet, William F.                                        $9,000.00
 773    Sweetland, William E.                                    $7,969.00
4389    Swenson, Jack R.                                           $250.00
3249    Swenson, Keith H.                                            $0.00
1601    Swift, Robert G.                           I             $1,575.00
3570    Taft, John G.                                            $1,125.00
1413    Taft, Leroy B. TTEE FBO Henry H 
           Rousseau Trust                                       $11,393.03
 296    Tansev, Erdal Ottomar                                    $3,020.00
 956    Tapley, Christine McAllister                               $750.00
2505    Taylor, Carson & Violet                                  $2,700.00
3527    Taylor, Edward R. & Deborah S.                           $3,802.62
3925    Taylor, Jana K.                            I             $1,950.00
2136    Taylor, Nickson L.                                         $700.00
3186    Taylor, Paul E.                                          $1,250.00
3908    Taylor, Paul J.                                          $1,250.00
2981    Teegarden, Irvin J & Evelyn L.                               $0.00
4459    Tegen, Glenn                                             $4,500.00
4441    Teigen, Phyllis E.                                         $312.50
 306    Telford, George S.                                       $3,655.25
4798    Tellefsen, Cynthia                                       $1,169.03
2150    Tempero, Sue Ann                                         $1,850.00
 778    TenNapel, Roger D. *DISPUTED*                                $0.00  *DISPUTED*
3870    TenNapel, Sandra                                        $10,624.00
3952    Terry, Richard L. & Ann Lu                                 $487.50
2462    Theisen, James J.                                        $2,699.00
1593    Thiele, Beverly A Tr                                     $3,365.00
4799    Thieman, Curt                                                $5.89
4800    Thiros, Angie R.                                         $4,720.88
4430    Thoeny, Matt P.                                              $0.00
4801    Thomas, Barry L.                                         $1,634.08
 546    Thomas, Robert E.                                        $2,229.29
3064    Thomas, Terrance R. III & Sandra A.                      $2,944.62
 572    Thompson, Clifford D.                                    $1,000.00
 564    Thompson, Clifford D. & Ruth M.                          $1,150.00
1527    Thompson, Harry F & Ronelle K H Thompson   I             $5,207.89
3473    Thompson, Lillian E. (IRA account JN46298)               $3,499.95
 479    Thompson, Ruth M.                                        $1,000.00
1014    Thompson, Thomas E.                                        $468.75
2454    Thomson, James R. & Carol M.                             $6,150.00
3708    Thorne, Frank L.                                         $1,553.50
3707    Thorne, Frank L. & Mary C.                               $1,444.25
3709    Thorne, Frank L. MD                                     $12,000.00
3706    Thorne, Mary C.                                          $1,750.38
4166    Thornewell, Joseph A.                                        $0.00
4165    Thornewell, Laura E.                                         $0.00
3831    Thornton, Dorle W.                                       $2,216.40
4345    Thunstedt, Richard C. & Pearl V.                         $3,287.50
2507    Thurston, Stanley C.                                     $1,600.00
 912    Tice, Margie A.                                            $835.75
4802    Tilmon, Spencer                                          $3,427.00
2774    Tilt, Jean P. (a)                                       $26,600.00
2774    Tilt, Jean P. (b)                                       $37,750.00
2811    Tilt, Marilen G.                                         $4,500.00
3138    Tilton, Scott K. & Susan J.                              $1,725.00
3722    Timbers, Richard L. & Shirley I.                         $1,312.50
2220    Tinkham, Natalie A. (a)                                  $2,400.00
2220    Tinkham, Natalie A. (b)                                  $5,192.75
1115    Todd, Michael J.                                        $10,080.00
1589    Toman, Peter (b)                                        $10,593.00
2684    Toothman, Davis fbo Piper Jaffray                        $1,500.00
3931    Topkins, Jeffrey L. DO Inc. MPP            I             $1,282.00
3928    Torian, James W.                                         $6,175.00
2297    Torres, Diane L. TR Lockman, John Edgar                  $6,249.00
 381    Townsend Farms, Inc. Retirement Plan                    $18,282.35
2744    Townsend, Herbert L.                       I            $20,975.00
3406    Trammel, Leroy O. & Maxine H. (a)                        $2,966.90
3301    Trang, Coung S. & Xuan H.                  I            $29,250.00
4476    Trautwein, Charlotte Gretchen                              $848.75
4803    Trimble, Brenda L.                                       $3,554.97
2809    Troy Mills Inc Pension Trust (a)                        $31,800.00
2810    Troy Mills Local 1560 Trust (a)                          $5,962.50
2916    Troy Mills, Inc.                                         $1,987.50
1647    Trupiano, Martin J. & Sharon TR                          $3,569.92
4104    Tsugawa, Akira & Himeko                                  $3,687.50
2196    Tubis, Harry & Celia (a)                                 $1,187.50
3344    TV Mart Money Puch Pens PL & TR                            $525.00
2897    Tweedy Company, The (a)                                 $14,983.87
 473    Twin City Wire - MFI, Inc.                                 $875.00
 474    Twin City Wire - MFI, Inc.                               $5,750.00
4804    Twombly, Greg                                           $16,350.82
1402    Tyson, Georgia D                                         $2,369.50
2052    U.S. Bank of Washington Agent for S.T. 
           King                                                  $7,136.00
2043    U.S. National Bank of Oregon Collective
           Funds Qualivest Aggressive Equity Fund              $227,671.50
2044    U.S. National Bank of Oregon Custodian 
           for Erickson Lbr. Co. Cust. West Cap.                $14,062.50
2045    U.S. National Bank of Oregon Custodian
           for Columbia Special Fund, Inc.                     $668,312.50
2048    U.S. National Bank of Oregon Custodian 
           for Corp. of Catholic Archbishop                      $6,131.20
2049    U.S. National Bank of Oregon Custodian 
           for Oregon Health Sciences Endowment
           Pool                                                  $2,062.50
2050    U.S. National Bank of Oregon Custodian 
           for Erickson Air Crane Co. Cust. 
           West Cap.                                            $13,437.50
2056    U.S. National Bank of Oregon Custodian 
           for CMC Small Cap Fund                              $656,329.30   
2057    U.S. National Bank of Oregon Custodian 
           for CTC Small Cap Fund                              $100,982.00
2062    U.S. National Bank of Oregon Custodian 
           for Corp. Cath Arch. Endowment Fund 
           Balanced A/C                                          $4,763.75   
2067    U.S. National Bank of Oregon Custodian 
           for Willimette University                            $20,215.00
2064    U.S. National Bank of Oregon in its
           Capacity as Trustee for Riedel 
           Int./Env. Plans Shaw Management                      $14,984.38
2046    U.S. National Bank of Oregon Trustee 
           for Elk's Youth Rye Service                          $44,875.00
2047    U.S. National Bank of Oregon Trustee 
           for Oregon Community Fdn.                            $24,891.30
2051    U.S. National Bank of Oregon Trustee 
           for Blount Retirement Plan                            $1,395.00
2053    U.S. National Bank of Oregon Trustee 
           for Collective Funds The Equity Fund                $454,926.00
2054    U.S. National Bank of Oregon Trustee
           for Collective Funds Special Equity 
           Fund                                                $114,748.50
2055    U.S. National Bank of Oregon Trustee 
           for Collective Funds Foundation 
           Equity                                              $172,978.00
2058    U.S. National Bank of Oregon Trustee for
           O'Mark Industries Retirement Plan                     $3,891.25
2059    U.S. National Bank of Oregon Trustee for 
           Collective Funds Qualivest Equity Fund              $871,696.00
2060    U.S. National Bank of Oregon Trustee for 
           Northwest Iron Workers                                $3,087.50   
2061    U.S. National Bank of Oregon Trustee for 
           ESI Retirement P/S - Shaw Management                 $11,132.25
2063    U.S. National Bank of Oregon Trustee for CNG
           First Friends Church Trust                            $5,863.75
2065    U.S. National Bank of Oregon Trustee for 
           PGE Employee Benefit Investment Fund                 $11,600.00
2066    U.S. National Bank of Oregon Trustee for 
           OR Grad. Center for Study/Research                    $3,537.50
2658    U.S. National Bank of Oregon/Columbia 
           Growth Fund                             I           $260,187.50
2708    Uding, Glenn C.                                          $2,146.87
3079    Uffelman, Harold L. & Marcella M.                        $4,937.50
4131    Ullman, Robert                                           $3,093.75
 382    Urbano, Anthony J.                          I            $7,000.00
 444    UtilCo Group Inc.                                      $263,473.00
1850    Van Dyke, Harry G & Janie K                              $4,575.00
3402    Van Lew, James H. & Alice J.                             $5,941.05
3715    Van Moppes, R. G. TTEE (a)                               $9,630.00
3715    Van Moppes, R. G. TTEE (b)                               $7,625.00
3714    Van Moppes, Russell G. (a)                               $3,437.50
3714    Van Moppes, Russell G. (b)                               $6,812.50
4000    Van Sickle, Helen S. & H. L.                             $1,275.00
3145    Vandersnick, Kenneth J.                                  $7,012.50
1248    VanDuyn, Wilemena C.                                    $10,364.14
 528    VanDyke, Harry G. & Janie K.                             $4,575.00
1605    Vanguard Index TR Exteneded Market Port                $120,513.25
1141    Vannaman, Donald D. M.D.                                   $402.50
4338    Vansomeren, Melvin F.                                      $512.50
4805    VanWagoner, Robert B.                                    $7,230.88
3996    Vaske, David & Teresa                                      $449.50
2214    Vavrosky, Walter C & Dorothy L                           $2,306.25
1760    Vector Partners L.P.                                    $15,225.00
4806    Veglia, Virgil                                           $1,704.31
3401    Vigen, David C. (a)                                        $905.50
2252    Viney, James                                             $2,362.50
 293    Vineyard, William MD & Nancy H.                            $991.34
4592    Vision Clinic, P.C.                                      $2,478.75
4599    Vogelbacher, Stuart L. & Mavis L.                        $2,699.00
4243    Von Boeselager, August C.                                  $625.00
4244    Von Boeselager, August C.                                $1,500.00
4245    Von Boeselager, August C.                                  $950.00
1749    Von Der Ahe, David Joshua                               $13,585.77
1750    Von Der Ahe, Mareka Gretel                               $3,188.75
1744    Von Der Ahe, Wilfred L., Jr.                             $7,174.76
1745    Von Der Ahe, Wilfred L., Jr.                             $2,958.79
1747    Von Der Ahe, Wilfred L., Jr.                             $4,984.35
1748    Von Der Ahe, Wilfred L., Jr.                            $88,432.85
4538    Votava, Rita A. (a)                                         $25.00
2186    Voteau, Richard E. Jr. (a)                               $4,186.97
1046    Waddell, Galen G.                                        $4,058.00
 915    Wagner, Dennis J.                          I               $899.00
1401    Wagner, Kenneth E. MD Inc.                               $3,536.25
1241    Wagner, Loyd R.                                          $5,346.70
4807    Wahlin, Dale                                             $3,756.36
2005    Waldow, Bernard                                          $3,200.00
1301    Waldron, Terry B. & Susan J.                             $5,293.75
2750    Walker, George Jr.                                       $1,687.50
3661    Walker, Robert L.                                            $0.00
2749    Walker, Teresa                                           $1,687.50
3003    Walker, William H. & Margaret                            $8,060.00
 770    Walker, William H. & Margaret                            $8,000.00
4808    Walsh, James M.                                         $10,143.74
 581    Walsh, Robert A.                                         $2,046.50
1400    Walter, Charles R. Jr                                    $1,834.00
3072    Walters, RH & Walters, G.L.                              $9,521.18
2773    Walton, Judith                                           $2,131.50
2424    Warner, Virginia a/c 27706 (a)             G            $95,053.75
2469    Wasel, Theresa Nevil                                     $7,650.00
4809    Wasylychyn, Madeline                                       $873.54
1367    Waterfall, Nancy L.                                      $3,080.00
 742    Waters, Barry W. & Shirley L.                            $1,603.12
2300    Watkins, Aleta                             I             $1,556.25
4810    Watne, Loren                                             $3,716.65
 531    Watterson, Woodrow B.                                    $3,271.74
3902    Weatherby, Richard P. & Betty J.                           $125.00
1979    Weber, Donald R. & Jacqueline S.                         $1,300.00
1399    Webster, Kennard W. & Jean Davis                         $8,274.09
4173    Weeks, William D.                                        $1,482.81
3922    Weers, Jeffry                                            $2,505.00
2929    Weiland, Robert James (a)                                $1,931.50
1263    Weir, Deborah J.                                         $2,957.60
3668    Weiss, Ralph E.                                          $1,800.00
4811    Welch, David G.                                          $5,845.31
2808    Welch, Marianne O., Trust                               $10,249.50
 968    Welji, Nazir K & Almass N.                               $6,022.35
4812    Wellendorf, Diana L.                                     $2,532.24
2769    Wellington, Roger U. 1968 Trust (a)                     $16,625.00
 374    Weltman, Roena                                           $2,760.00
2358    Welton, Michael V.                                         $562.50
3912    Werner, John M. & Carol E.                                 $749.00
 802    Werner, Richard L. & Lois S.                             $6,086.70
1652    West, Robert & Doreen                      I             $5,530.00
4147    Westerman, Richard H. c/f Kenrick L. 
           Westerman                                               $150.00
4148    Westerman, Richard H. c/f Marissa 
           Doree Westerman                                         $150.00
4813    Weston, Leroy O.                                           $271.40
 633    Weymouth, James L. & Roberta S. (a)                     $12,139.80
 824    Whalen, Harry F. & Hilda P. (a)                          $1,933.31
 824    Whalen, Harry F. & Hilda P. (b)                          $2,910.94
 818    Wheeler, Cherie                                         $10,062.50
3371    Whipple, Virginia L. (a)                                     $0.00
3069    Whitcomb, Calvin D.                        I             $1,187.50
3070    Whitcomb, Calvin D. & Patricia M.          I             $5,000.00
1221    Whitcomb, Calvin D. C/F Whitcomb, 
           Charles V.                              I             $1,900.00
3067    Whitcomb, Calvin D. C/F Whitcomb, 
           Michael W.                                            $1,900.00
3068    Whitcomb, Patricia M.                      I             $1,187.50
4595    White, Catherine R.                                          $0.00
 938    White, Howard J. Jr.                                     $9,284.83
2666    White, Virginia V.                                         $950.00
2559    Whited, Roy C.                                          $27,425.00
3856    Whitehouse, Brooks                                       $7,154.26
4573    Whitehurst, Larry A.                                     $2,375.00
4175    Wick, Marty T.                                           $2,212.50
3882    Wickersham, Kenneth H.                                   $2,780.50
3536    Wiebelhaus, Timothy J.                                     $618.75
3340    Wieber, Mark                                            $15,331.95
2414    Wiedman, Melvin                            I             $2,381.83
1911    Wilhelm, Larry                                           $1,657.50
2591    Will, John B.                                              $937.50
 948    Williams, Ethel M & Newt H                               $1,234.37
2250    Williams, Janet J                                          $912.00
4596    Williams, Lonnie C.                                      $2,750.00
4516    Wilmington Trust Co. (b)                                 $7,031.25
4517    Wilmington Trust Co. (b)                                 $5,850.00
4518    Wilmington Trust Co. (b)                                   $625.00
4519    Wilmington Trust Co. (b)                                   $625.00
4516    Wilmington Trust Co. fbo Currier, A. B. (a)              $1,575.00
4517    Wilmington Trust Co. fbo Warburg, 
           Daphne (a)                                            $7,656.25
4518    Wilmington Trust Co. fbo Warburg, Daphne (a)             $3,362.50
4519    Wilmington Trust Co. fbo Warburg, Daphne (a)             $4,275.00
4515    Wilmington Trust Company (Trustee) (a)                   $4,918.75
4515    Wilmington Trust Company (Trustee) (b)                   $3,394.00
3211    Wilson, B.D. IRA                                           $675.00
2693    Wilson, Craig R. & Susan M.                              $7,000.00
 402    Wilson, James F.                                           $790.39
3194    Wilson, Kathleen H.                                        $975.00
3206    Wilson, Lin                                              $4,499.00
1644    Wilson, Prudence L.                                      $1,387.50
4814    Wilson, Ron L.                                           $2,398.67
1398    Wilson, Samuel L. FBO MD Inc. Profit 
           Sharing Plan                                          $3,608.25
 886    Wilton Savings Bank (Trustee) (a)                          $212.35
2796    Winans, Walter E.                                        $4,875.00
1694    Windberg, Lamar A.                         I               $687.50
1083    Winecoff, David Floyd                                    $1,169.00
2195    Winegar, Wallace Dr. TR PS Plan (a)                      $9,646.20
2764    Wingard, Lynn & Thomas                                   $1,453.12
1530    Winkler, Constance M  (a)                                $2,746.87
2425    Winslow Mangt Company Profit sharing       
           a/c WMCPS                               G             $1,473.75
2826    Winter, Marion R.                                       $17,625.00
3701    Winters, Richard D. & Donna C.                          $16,012.50
2575    Wittlieff                                                    $0.00
4815    Witwer, Todd L.                                         $14,168.78
4428    Wix, Eleanor Anne                                            $0.00
 784    Wobbeking, William H.                      I             $1,234.50
2602    Wojta, Daniel A & Geraldine M              I             $6,187.50
4816    Wolcott, Shawn                                           $1,775.58
2546    Wolf, D. Peter                                             $600.00
 981    Wolfe, Rudolf C.                                         $3,494.00
1397    Wollaston, Donald Maxfield & Dorothy 
           Jane TTEE                                             $2,392.13
3461    Wollenhaupt, William A.                                    $700.00
2645    Wolsfeld, Jr., Richard P.                  I            $54,002.50
2944    Wood, Cheryl R.                            I             $1,700.00
1044    Wood, Daryl                                              $3,574.04
3840    Wood, Richard D.                                         $1,960.00
3798    Woodbury, Wesley S & Beverly                                 $0.00
3037    Woodrow, Glen & Mary                                     $3,812.50
1547    Woods, James L Jr                                        $7,990.65
4817    Woods, Norman                                            $6,437.99
3356    Woody, Anna T Estate                                       $659.25
2724    Woody, Bernard L.                                        $1,315.00
2723    Woody, Bernard L. (a)                                      $884.00
2587    Woolstencroft, H. Jeanette                               $2,134.35
2586    Woolstoncroft, Dean C. & Jeanette (a)                    $2,121.35
4818    Worthington, Martin Lee                                  $7,526.41
 487    Wright, Catherine D. (a)                                 $9,302.25
4164    Wuest, Richard E. & Geraldine                              $852.75
 294    Yates, Steven L.                                         $2,450.00
2825    Yatsevitch, Barbara S.                                   $4,953.12
4198    Yoder, Bruce                                               $250.00
4819    Young, Diana M.                                            $457.12
 909    Youngman, Bruce (a)                                      $9,657.97
4159    Yperman, Pierre & Karin                                      $0.00
4444    Yperman Rev. Trust                                       $9,425.00
1275    Zalk, David C.                                           $6,249.00
2133    Zeloski, Dennis J.                                       $4,179.00
2132    Zeloski, Felix R.                                        $3,250.00
2091    Zernis, Wiley P & Pamela K.                              $1,156.25
2098    Zettle, Larry G.                                         $1,340.00
2126    Zibritosky, George                                       $2,993.00
3047    Ziemann, Dennis R.                                       $1,704.66
2615    Ziltner, Jon F.                                          $3,049.00
 800    Zimmerman, Fred & Carole  *DISPUTED*                     $2,599.00  *DISPUTED*
3474    Zollinger, Alden J.                                      $6,025.00
4820    Zollinger, Carolyn J.                                    $2,065.53
3953    Zook, Clyde F. Jr. & Dorothy                             $1,812.50
3092    Zundel, Dorene W. (a)                                    $2,750.00
3092    Zundel, Dorene W. (b).                                   $7,250.00
 887    Zybura, John H.                                          $1,338.91
                       	TOTAL:                              $25,756,482.09
</TABLE>



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

A    Claim has been assigned to Access Capital.
B    Claim has been assigned to Argo Partners.
C    Claim has been assigned to Comac International NV
D    Claim has been assigned to Debt Acquisition Company of America
E    Claim has been assigned to Comac Partners LP
F    Claim has been assigned to Riverside Contracting Corporation
G    Claim has been assigned to Credit Research
H    Claim has been assigned to KIA Factors
I    Claim has been assigned to BP Investment Recovery Partners
J    Claim has been assigned to NationsBanc Montgomery Securities




                         PLAN (AMENDED) EXHIBIT "I"

          List of Allowed Section 510(b) Equity Claims of Claimants
              Who Purchased Existing Common Stock and Have Not
           Reported Stock as Sold as Uniformly Calculated by the
                             Trustee (Class 9)

<PAGE>

                                EXHIBIT " I"

                                  LIST OF
          ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO 
    PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS 
                UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)

*	Unless indicated as disputed

<TABLE>
<CAPTION>
CLAIM   CLAIMANT                                EXPLAN.   NUMBER         Column 1        Column 2      Column 3
NO.                                             NOTES     OF SHARES      CLAIM AMOUNT    AMOUNT OF     CLASS 9 ALLOWED
                                                          OF EXISTING    AS UNIFORMLY    CREDIT FOR    CLAIM AMOUNT 
                                                          COMMON         CALCULATED BY   VALUE OF      AFTER CREDIT
                                                          STOCK          THE TRUSTEE     EXISTING      FOR VALUE OF
                                                          CLAIMED TO BE  BEFORE CREDIT   COMMON STOCK  EXISTING COMMON  
                                                          OWNED (NOT     FOR VALUE OF    OWNED         STOCK OWNED   
                                                          REPORTED AS    EXISTING                      (COLUMN 1 LESS
                                                          SOLD)          COMMON STOCK                  COLUMN 2)      
                                                                         OWNED                                       
<S>     <C>                                     <C>       <C>            <C>             <C>           <C>           
2439    Aasen, Alton D.                                         200          $1,425.00                               
2004    Abel, Barbara R.                                        300          $2,162.82                               
3374    Abrams, Jerome B.                                       100            $900.00                               
3275    Acheson, Vaun D. & Billie R.                          1,000          $3,980.00                               
 522    Ackermann, Albert J.                                    200          $2,175.00                               
1243    Adams, David G. & Lucie F.                              600          $4,250.00                               
1864    Agee, Andrew R                                          200          $3,025.00                               
1487    Aichlmayr, Gary L.                                      200          $2,500.00                               
1192    Alexander, William                                      200          $1,400.00
3520    American Heart Association/Iowa                                                                              
           Affiliate                                            200          $1,523.57                               
 332    American Line Builders Money                                                                                 
           Purchase... (a)                                    7,000         $35,538.00                          
 332    American Line Builders Money                                                                              
           Purchase... (b)                                    2,000         $16,875.00                            
2390    Amussen, Franz S. (a)                                   500          $1,919.00                         
4090    Anderson, David L.                                      100          $1,102.35                          
3234    Anderson, Evan & Roger                                  600          $5,063.00                          
 916    Anderson, James D.                                    1,000          $8,219.74                           
 971    Anderson, Kevin L.                                      100              $0.00                          $0.00
2755    Anderson, Martin C.T.                                   900          $6,225.76
2640    Anderson, Stephanie J.                                  300          $3,050.00
1015    Anderson, Theadore C.                                   100          $1,380.48
1222    Anderson, Vesta B. (a)                                2,000         $11,250.00
 952    Anthes, Robert R. & Elsie C.                            100            $700.00
3310    Antinori, James V.                                    1,765         $25,000.00
3311    Antinori, James V. *DISPUTED*                           584          $7,018.00
                                                                            *DISPUTED*
 311    Aposhian, Arno                                          100            $999.35
2556    Armbruster Investment Club                            1,900         $17,878.00
 697    Armbruster, Dean & Judy                                 500          $6,325.00
3019    Armstrong, Thomas E. (Custodian)                        100          $1,250.00
1339    Arnold, A.J. & Mildred L.                             2,000          $6,812.50
3966    Arnold, Alvan J.                                      6,000              $0.00                          $0.00
3967    Arnold, Mildred L.                                      500              $0.00                          $0.00
 285    Arveson, Michael                                        100          $1,125.00
2123    Ashford, Charles                                         11             $93.50
1894    Athen, Orville T. & Jean E.                             300          $3,750.00
1395    Austin, Suzanne                                         525          $4,335.75
 456    Bach, Marvin                                            400              $0.00                          $0.00
2679    Backstrom, Carl C.                                      300          $3,750.00
1186    Bader, Louis G.                                       1,000         $12,500.00
        Baker, John D.                                          600          $1,854.50
2008    Baker, John D.                                        1,000          $7,591.25
1604    Baker, Randy L                                          300          $1,386.00
 439    Baldwin, Russell ("Rusty")                            1,000          $3,052.50
 347    Ball, Gordon M.                                         500          $2,450.67
 464    Bally, Walter L. & Sybil J.                             200          $1,800.00
1823    Banet, Richard V                                        100            $434.45
3519    Bannister, James M. (b)                                 200          $1,875.00
 828    Banta, Surinder C. & Dolores U.                      50,000              $0.00                          $0.00
 520    Bara, Chester P. & Emma J.                            1,000          $2,675.00
1821    Barker, Ann M                                           300          $2,812.50
 445    Barrett, Thomas P. & Elizabeth G.                       200            $705.00
1290    Bart Associates, Inc.                                   100            $876.90
3852    Barth, Dietmar                                          100            $900.00
1281    Baruch, Shaul C. (b)                                 20,000              $0.00                          $0.00
2517    Bateman, Mary Lou                                        11            $132.00
 553    Baum, Edwin L.                                          200          $2,164.44
2449    Bautner, Hans J.                                        206          $2,474.00
2924    Beam, Larry                                             200          $1,329.77
1699    Beauchamp, James R. & Colleen C.                      1,000          $7,250.00
1333    Beaudette, Franklin L.                                  300          $3,713.00
 658    Bechtel, Luann R.                                       100          $1,350.00
 919    Beck, Jay L. & Mary C.                                  100            $325.00
1977    Beecher, Jay                                            300          $3,168.75
2951    Beesley, Vern & Jeff                                     54            $325.00
 665    Behrens, Bertram H.                                     500          $3,937.50
2551    Bender, Barbara Lynn                                    150          $1,040.63
3921    Bender, Cecelia *DISPUTED*                              150          $1,041.00
                                                                            *DISPUTED*
2002    Benner, Ronald & Christine                               25            $188.00
3518    Bennett, Adrian A. (IRA)                                500          $5,056.25
3514    Bennett, Adrian A. III & 
           Nancy A.M. (b)                                     1,000         $11,003.12
3517    Bennett, Alyssa (b)                                   1,730         $10,822.50
1861    Bennett, Louise F                                       300          $3,332.26
3513    Bennett, Nancy A. (IRA)                                 400          $3,450.00
4621    Bennett, Neel C.                                        595          $7,140.00
 566    Bennis, Daniel Charles & Cynthia Kay                    200          $1,800.00
 555    Benshoof, Paul T.                                       200          $2,500.00
3455    Bentley, Irene T. & R. Wayne                            500          $1,388.56
3456    Bentley, R. Wayne & Irene T.                            183          $1,961.77
 712    Bentley, Randy W.                                       600          $1,833.00
4116    Bentley, Randy W. (b)                                 5,000              $0.00                          $0.00
 754    Berge-Buss, Rebecca S.                                  100            $800.00
4463    Berglund, Shirley A.                                    400          $5,000.00
3690    Berglund, Virgil                                        100            $700.00
2386    Berkeland, Garth W                                      100            $662.50
2403    Berkley, Donald T & Marilyn J                           500          $6,250.00
 461    Berlinger, Alexander & Alice B. (a)                     150          $1,194.75
 461    Berlinger, Alexander & Alice B. (b)                     250          $3,125.00
 502    Bernhard, Richard A. & Maryon K.                         20            $117.50
4186    Berriochoa, Michael V.                                  274          $2,075.00
3148    Berry, John D.                                        1,000          $3,885.00
 704    Bertagna, Victor B.                                   1,000          $3,581.35
 931    Bertels, John A. Jr. (a)                              1,000          $3,347.00
 931    Bertels, John A. Jr. (b)                              4,000              $0.00                          $0.00
1579    Bertram, Ronald G. & Betty J.                         1,000              $0.00                          $0.00
3446    Bertsche, Jon W. & Anne V.                              600          $8,853.00
3828    Betcher, Curtis J. *DISPUTED*                           100              $0.00
                                                                            *DISPUTED*
1567    Bettingen, Paul                                          16            $337.50
2362    Beyer, Paul & Jane M.                                   300          $1,893.75
4042    Bicera, Victoria V                                      100              $0.00                          $0.00
 941    Biesinger, Elaine C & Wilfred G                         200          $1,649.60
1394    Billett, Jane IRA                                       350          $3,370.75
1123    Billings, Thomas M. Jr.                                 200          $2,300.00
3202    Bitterman, David                                        200          $1,800.00
1199    Bjella, Leon                                            100            $675.00
4027    Blanchett, Mary Ellen D.                                700          $5,550.00
2683    Blaser, Irvin fbo Piper Jaffray                         100            $900.00
3916    Blaser, Lisa S.                                       2,000          $6,401.00
1111    Blattner, Robert P. & Nancy C.                          100            $900.00
2682    Blazer, Mildred fbo Piper Jaffray                       100            $900.00
1577    Blockwitz, William F. (b)                             1,000              $0.00                          $0.00
1012    Blommer, Ronald D                                       415          $2,697.50
1011    Bloomer, Elizabeth Tracy Trust                           50            $325.00
1013    Bloomer, R. D. Trustee for Gary 
           Bloomer Trust                                         50            $325.00
 365    Boatman, Dan H.                                         500          $3,250.00
 299    Bodell, John & Barbara (a)                            1,000            $437.50
 795    Bodell, Michael J.                                    2,000         $13,422.25
2317    Boehme, Tyrrel                                          100            $814.50
 679    Boggs, Gary D.                                          200          $1,262.50
3859    Boldrin, Lawrence L.                                    300          $1,987.50
1028    Bolt, James M.                                          200          $1,575.00
 504    Bolten, Marjorie R. (a)                                 400          $5,002.52
 507    Bolten, Marjorie R. (a)                                 600          $6,250.00
 505    Bolten, Steven (a)                                      100          $1,187.50
 509    Bolten, Steven (a)                                      500          $1,375.00
 506    Bolten, Steven & Marjorie R.                          3,000              $0.00                          $0.00
 816    Bone, Don L.                                          1,000          $3,980.00
 491    Booth, G. Martin III                                  1,000          $3,581.35
1650    Borgers, Tom R.                                         200          $2,688.60
1982    Boss, Richard E. & Margaret F.                          875          $8,718.75
1226    Bossert, Steve & Patricia                               100            $550.00
4210    Bounds, Louise E.                                       189          $3,729.75
1156    Bowen, David R.                                       2,974         $29,740.00 
2232    Bower, Brent & Gerri                                    200          $1,525.00
4111    Boyer, Stephen A. *DISPUTED*                            100              $0.00
                                                                            *DISPUTED*
1159    Boyer, William P.                                       100            $825.00
1160    Boyer, William P. Jr.                                   500          $5,850.00
1799    Bradway, James A                                     10,000         $38,615.00
 312    Brandenburg, James H.                                   300          $2,193.75
2534    Brandenburg, James H.                                   300          $2,193.75
1536    Brannon, Donald R                                       200          $1,482.50
2688    Brazil, Gerald R                                      1,000          $7,000.00
1842    Brehm, George Scott & Martha Ann (a)                    300          $2,000.00
 895    Brend, Shannon & Darian                               1,000          $3,750.00
3658    Brennan, Patricia A.                                    100            $900.00
4520    Brenton, R. Stanley                                     500          $3,250.00
2355    Brief, Barbara M.                                       400          $3,750.00
4008    Brinkman, Theodore W.                                   200          $1,800.00
4461    Brown, J. B. (a)                                      3,000          $8,250.00
4461    Brown, J. B. (b)                                        350          $2,537.50
4461    Brown, J. B. (c)                                        250          $1,750.00
4461    Brown, J. B. (d)                                        500          $3,937.50
 975    Brown, Kevin R.                                         900          $6,175.00
3484    Brown, Lee A. Custodian for 
           Leslie B. Brown                                       40            $204.08
3485    Brown, Lee A. Custodian for 
           Casey L. Brown                                        40            $204.08
1539    Brown, Susan I                                          400          $5,368.72
3511    Bruman, Dennis & Judy (b)                             2,800         $19,209.38
 959    Brummet, Colin K.                                     1,000          $9,000.00
2511    Brundage Rev Trust                                    1,000         $10,395.28
3604    Buck Family Trust                                       100            $344.00
2127    Buckingham, Michael A.                                  700          $6,825.00
2027    Bull, Helen L. Estate of                                500          $1,923.34
 587    Bunde, William A.                                       100            $662.50
1661    Burger, Gary C.                                         100          $1,175.00
3846    Burgess, William                                        250          $2,375.00
3088    Burket, Barbara                                          54            $570.00
3464    Burklund, Bradley A.                                    150          $1,488.00
 817    Burney, Doris M.                                      2,000          $6,100.00
2715    Burton, Julie & Margaret                                200          $2,350.00
2713    Burton, Margaret                                        200          $2,250.00
2714    Burton, Margaret R. & Vern R.                           400          $2,250.00
2720    Byrne, Alan F.                                          300          $1,537.47
 512    Cabak, John & Carol                                  10,000              $0.00                          $0.00
1640    Calascihetta, Joseph                                  5,000              $0.00                          $0.00
4130    Callender, Donald E.                                    300          $2,700.00
1653    Callinger, Wayne H. & Julia T.                          100            $900.00
4616    Cameron, Dale H. & Beverly G.                           100          $1,312.00
1196    Cameron, Neal C.                                        200          $1,360.00
 606    Cannan, James M.                                        200          $1,350.00
2404    Caples, James W. & Phyllis R. (b)                       936          $8,189.00
1939    Carleton, Paul J. (c)                                   500          $5,313.00
1051    Carlson, Richard A.                                     800          $9,500.00
3942    Carney, Sandra & Clem                                   240          $4,312.50
3885    Carney, Robert M. MD IRA                                500          $1,680.00
4128    Carpenter, Dean C. (a)                                  500          $4,000.00
4128    Carpenter, Dean C. (b)                                1,000              $0.00                          $0.00
1829    Carpenter, Roger E                                      850          $4,475.00
1256    Carpenter, Thomas J. (b)                                400          $2,325.00
3509    Carroll, Eileen E.                                      300          $3,412.50
2726    Carroll, Helen E.                                        11             $75.00
 833    Carter, Eugene H. & Mary E.                             200            $850.00
2622    Carter, Randy B.                                        200          $1,417.17
3702    Cartwright, Rodman C.                                   900          $7,862.50
2523    Cary, James M. & Kathleen  L. (b)                       100          $1,250.00
 561    Casement, Birdie                                      1,000              $0.00                          $0.00
 533    Casey, Catherine M. *DISPUTED*                          750              $0.00
                                                                            *DISPUTED*
 534    Casey, James A., Jean M. & 
           James E. (a)                                       1,000          $4,250.00
 534    Casey, James A., Jean M. & 
           James E. (b)                                       4,000              $0.00                          $0.00
3504    Cataldo, Beverly R. IRA (c)                           1,100          $7,937.50
3508    Cataldo, Brent (IRA) (a)                                800          $6,036.25
3507    Cataldo, Brian (IRA) (a)                                800          $6,036.25
3498    Cataldo, Dean (b)                                     1,480          $7,943.61
3506    Cataldo, Dean (b)                                     1,225          $9,246.88
3504    Cataldo, Don B. (a)                                     480          $4,193.61
3505    Cataldo, Kristine R. (IRA) (a)                          800          $5,987.50 
3849    Catania, Joseph Jr.                                  10,000              $0.00                           $0.00
 316    Cavanaugh, Charles J.                                   200          $1,800.00
2448    Caywood, Chad A                                         270          $2,352.00
4614    Cecchi, Louis                                         2,000          $7,289.00
 330    Cerier, Helen Rae                                         3             $60.00
1693    CFB, as Trustee for 
           Torger S. Kantrud                                  1,000          $4,125.00
1055    Chambers, Alice M. *DISPUTED*                         3,500          $4,566.75
                                                                            *DISPUTED*
 653    Chaney, Wilbur D.                                        25            $325.00
1962    Cheney, Richard A.                                      400          $2,966.87
1888    Cheney, Robert H. Custodian for 
           Craig A. Cheney                                      200          $1,463.74
4102    Cheng, Wing                                             300          $3,750.00
1870    Cherian, Commen & Rachel                              5,000              $0.00                          $0.00
1300    Chesnutt, Jacqueline D.                                 900         $10,200.00
2271    Chettle, Lavina S & E V (Deceased)                    1,000          $3,525.00
1660    Childs, Norman L. & Jacqueline M.                       200          $1,355.48
1651    Chitwood, Harry Conrad                                  200            $625.00
3190    Chorley, Michael E. FBO 
           Tyler Chorley                                        200          $2,537.00
1096    Christel, Marvin H. & Betty S.                          400          $3,471.15
 333    Christensen, Collin S. for 
           Scott B. Christensen                                 250          $2,250.00
NONE    Christensen, Scott B.                                     0              $0.00
1535    Christiansen, Chad R                                    300          $1,400.00
1800    Christiansen, Robert M. & Elinor T.                     103            $669.50
1728    Christopherson, Archie J.                               200          $1,475.00
1062    Christopherson, Christopher 
           (formerly Mardis)                                    100            $737.50
1727    Christopherson, Sharon                                  200          $1,475.00
1064    Ciani, Gabriel W.                                       100            $737.50
1063    Ciani, Mieke J.                                         100            $737.50
1219    Cizek, Joseph & Jennifer                              2,000          $8,875.00
1943    Claeys, Louis L.                                        400          $3,750.00
 525    Clark, Beverly M. & Anne S.                           1,800              $0.00                          $0.00
2974    Clark, John M.                                          100            $700.00
1317    Clark, Richard C.                                       400          $3,608.40
3463    Clark, Stella K.                                        180          $2,025.00
2302    Clarke, Steven A                                        500          $4,450.00
2452    Clathis, Dixie Kay                                    2,154         $25,848.00
4036    Clore, Jean M                                            50            $625.00
2510    Club 2000, a Partnership                                400          $3,800.00
 894    Codella, Thomas M. Custodian for 
           Anthony Michael Codella                               50            $181.25 
 556    Cohrone, Richard F. (a)                                 500          $1,854.17
4318    Cole, Darrel Keith                                      120          $1,440.80
3853    Cole, H.S.                                              200              $0.00                          
1768    Cole, Robert & Priscilla (b)                          9,050         $32,946.07 
1768    Cole, Robert & Priscilla (c)                         15,750              $0.00                          $0.00
1769    Cole, Robert C.                                       1,500          $7,500.00
4063    Coleman, Elizabeth (a)                                  265          $1,722.50
4063    Coleman, William E (b)                                  265          $1,722.50
3980    Colling, Daniel P.                                      200          $1,325.00
 450    Collins, Wallace V.                                   2,000         $25,000.00 
 694    Colorado Venture Management, Inc.                       105            $682.50
2545    Coloroso, Robert D. *DISPUTED*                                           $0.00
                                                                            *DISPUTED*
 752    Coloroso, Robert D. (b) *DISPUTED*                   10,000              $0.00                          $0.00
                                                                            *DISPUTED*
4565    Columbia Aluminum Corporation                       650,000              $0.00                          $0.00
1529    Colvin, Thomas D                                        162          $4,070.00
4261    Combs, David M. & Linda L.                              100          $1,362.50
4134    Con-Sy, Inc.                                            300          $3,125.00
2445    Conley, Willard G & Jeannine W.                         200            $625.00
2711    Continental Diversified 
           Industries Ltd.                                      216          $2,500.00
2703    Convenient Medical Care                               4,000          $8,372.23
1164    Cook, J. Philip                                         300          $2,512.50
3130    Cook, Jeffrey C.                                        100            $875.00
3134    Cook, Judith A.                                          50            $437.50
 831    Cooley, Aurelia M.                                    1,077          $6,617.50
3245    Corporation of the President of 
           the Church of LDS                                 42,080        $497,144.00
4204    Corwin, Bert C. Custodian for 
           Bert Clark Corwin Trust                              700          $9,506.25
 691    Cosgrove, James M.                                    1,000          $7,825.00
 676    Cossette, Ronald L. (b)                                 500          $3,512.50
1572    Court, Owen                                              16            $100.00
1571    Court, Owen & Kathryn                                    54            $613.88
3232    Couser, Dr. Robert J. & Sally J.                        100            $937.50
 667    Cowlishaw & Jones Insurance 
           Svcs. Inc. (b)                                       400          $3,725.00
1731    Cox, M. Lee & Nancy R.                                1,000          $4,085.00
1057    Cox, R. LaVaun & Shirley S.                             270          $1,800.00
 990    Crocker, Charle A.                                    3,000          $9,069.35
3531    Crooks, Jean Catherine                                  300          $1,375.00
3532    Crooks, Patrick F.                                    1,800          $6,775.00
2962    Crosby, Cyril W. & Marie                                500          $3,312.50
3685    Crowell, Kenneth L.                                     100            $513.00
4023    Cruikshank, Joseph A (a)                                100            $900.00
4023    Cruikshank, Julie L (b)                                 100            $900.00
1181    Crum, Robert W.                                       1,000          $7,484.50
2092    Curry, Ralph Kim & Sherrie D.                           200          $1,725.00
2010    Curtis, Rosetta E.                                      657          $6,570.00
1983    Curtiss - Lusher, Barry                                  50            $556.25
1664    Cuskaden Company                                        500          $5,875.00
2416    Cutting, William M                                      420          $4,935.00
 280    D'amico, Luigi                                        3,000              $0.00                          $0.00
1361    Daugherty, Darryl J                                     400          $2,019.21
1359    Daugherty, James R. & Cathleen A.                       600          $3,031.37
1360    Daugherty, James R. Executor of 
           Estate of Florine Daugherty                        7,000         $28,461.95
 421    David, Eugene C.                                        200          $1,800.00
3247    Davidson, D.A. (h)                                      500          $3,107.50
2934    Davidson, Lillian L.                                    500          $3,062.50
2515    Davis, Carl M. P.C.                                     500          $4,500.00
1648    Davis, Joe L.                                            81          $2,250.00
2931    Dayton Internal Medicine                                400          $2,597.96
3662    De Bauche, Gary J.                                       75            $557.81
4154    De Pompolo, Michael A & M. Anne                         200          $2,500.00
1917    Deakin, R. Keith & Rhea S.                              108            $915.00
1854    Dean, Carolyn Z                                         250          $3,375.00
1168    Decker, Roger L.                                        500          $7,375.00
3764    DeGroot, Greg                                             0              $0.00
1090    Deibele, Thomas                                         100            $787.50
2493    Deikman, Arthur J. M.D.                                 610          $4,431.77
1158    DeLaittre, David J.                                   1,500          $8,805.00
1157    DeLaittre, Ingrid S.                                  1,500          $5,300.00
1161    DeLaittre, Zita B.                                    1,100          $5,463.75
3365    Delaware Charter                                        700              $0.00                          $0.00
3366    Delaware Charter fbo Hugh Funkel                      7,000              $0.00                          $0.00
3367    Delaware Charter fbo Monica A Finkel                  1,800              $0.00                          $0.00
3368    Delaware Charter fbo Monica A Finkel                    650              $0.00                          $0.00
2399    Demars, Carroll A.                                      500              $0.00                          $0.00
1930    Dempsey, Edward R.                                    2,000         $12,599.75
 585    Denny, Fred & Sherry *DISPUTED*                      10,000              $0.00                          $0.00
                                                                            *DISPUTED*
1752    Denny, Fred G. & Sherry L. *DISPUTED*                10,000              $0.00                
                                                                            *DISPUTED*
1134    DeRouchey, Durwood W. (a)                             1,100          $4,611.66
1134    DeRouchey, Durwood W. (b)                             6,000              $0.00                          $0.00
1133    DeRouchey, Elizabeth W.                               9,000         $43,064.68
3687    Derragon, Regina L.                                     200            $825.00
3029    Deschenes, Charles E. & Martha E.                       200            $818.75
2499    Dhruva, Mukund                                        1,000          $9,000.00
2012    Dib, George T.                                          200          $2,500.00
2487    Dick, Marion B.                                         500          $3,250.00
 472    Diehl, Larry                                            200            $630.00
4619    Digan, Michael & Laura                                  200          $1,600.00
1135    Dillon, Robert E. & Anne R.                           4,000         $14,796.25
1142    Dillon, Vicki J.                                        100          $1,050.00
 559    Dionne, Lou                                             259            $930.00
 925    DLR Retirement Trust                                  1,000          $7,014.50
 398    Doig, Edwin H. & Catherine C.                         1,000          $6,500.00
 723    Dolan, James T. (b)                                   4,500         $39,324.37
2378    Doll, Ronald R.                                         100            $925.00
1993    Donaher, Dana M. (a)                                     25            $193.79
1993    Donaher, Dana M. (b)                                    395          $2,371.51
1993    Donaher, Dana M. (c)                                    344          $1,205.60
1993    Donaher, Dana M. (d)                                    300              $0.00                          $0.00
 771    Donald E. Stauffer Family Trust (a)                     657          $7,884.00
1834    Donaldson, G N                                          200          $2,548.00
1432    Doronzo, Ralph A.                                       250            $781.25
2725    Doxsie, Douglas D.                                      100          $1,150.00
2955    Draper, Charles F.                                      100            $900.00
2608    Driste, Charles H.                                      100            $900.00
3843    Droege, George R & Lois A.                               40            $320.00
 624    Drummy, Jack                                          1,200          $7,748.00
 951    Drury, Louise F.                                        200          $1,787.50
 515    Dubbs, Mary                                           6,000              $0.00                          $0.00
2925    Dunlap, Gary A.                                         500          $3,239.58
1576    Dunmire, Michael O & Barbara A                          100            $725.00
3497    Easter Seal Society of Iowa                             300          $2,397.14
4197    Eckerline, Deborah L.                                   200          $1,575.00
1878    Eckhardt, Edward Jr & Regina M                          500          $3,437.50
 960    Edmonds, Gerald M.                                       11            $450.00
3016    Edson Machine Inc.                                      200          $2,500.00
1802    Edwards, Everett Wayne                                  200          $2,400.00
 826    Edwards, Joyce                                           68            $442.00
 466    Effron, David J. (b) 	                  I               800          $6,698.13
1283    Ehrlich, Joseph                                       3,000          $2,225.00
 718    Eichstadt, James                                        400          $3,987.50
1649    Eiler, Ray E.                                           800          $3,537.50
2341    Ekegren, Craig A.                                       200          $1,550.00
 958    Ekstein, Simone H.                                    1,000          $9,125.00
3496    Elling, Katheryn (a)                                    480          $4,193.61
3494    Elling, Marjorie W. (a)                              10,250         $78,021.00
 339    Ellingboe, John Custodian for 
           Cynthia Ellingboe                                    125            $843.75
4609    Ellington, Stewart L., M.D.                             590          $7,080.00
4480    Elmer, Tracy John                                       200          $1,800.00
1840    Elsberg, Hymie R TR Hymie R                             100          $1,500.00
1710    Employees Securities Co.                              1,000          $5,732.07
3350    Endelein, Eugene                                        500          $5,875.00
 558    Engebretsen, K.M.                                     1,000          $1,000.00
 761    Engel, David M.                                       1,000              $0.00                          $0.00
1992    Enos, Kenneth A.                                      1,000          $4,452.19
1637    Epting, Eugene E.                                       200          $2,500.00
1036    Erickson, Oliver R.                                   1,500          $7,508.35
 983    Ernst, Carolyn A.                                       100            $975.00
1919    Etor, F. Robert & Shirley H. (a)                        400          $2,552.36
1919    Etor, F. Robert & Shirley H. (b)                      1,200              $0.00                          $0.00
3493    Evangelical Retirement Homes Inc.                       300          $2,397.14
1355    Evans, J. Evelyn Trust                                1,000          $5,207.90
3868    Evans, Joseph O. & DeLores M.                           200          $2,500.00
2309    Evenson, Jerald D.                                    2,000              $0.00                          $0.00
1042    Every, David A. & Patricia D.                         1,000          $5,218.20
1726    Fadrowski, Christine & John E.                          250            $948.58
3226    Fahey, Dennis & Diana                                 2,100         $13,256.00
2187    Fahey, Paul J. & Mary J. (a)                            500          $1,250.00
2187    Fahey, Paul J. & Mary J. (b)                            500              $0.00                          $0.00
 709    Faling, Marvin R. & Erma M.                             500          $6,437.50
 562    Falzone, Salvatore P.                                10,000              $0.00                          $0.00
2628    Fantin, John C. *DISPUTED*                                               $0.00
                                                                            *DISPUTED*
1884    Faralla, William D. & June                              500          $1,535.00
2943    Farber, Phil A.                                         500          $3,375.00
1117    Farhat, Jalil Kamal                                     500          $5,000.00 
3689    Fawcett, Clara                                          300          $2,063.00
2272    Feingold, Charlotte                                     300          $3,090.00
1284    Feld, Irvin                                             200          $1,485.00
1672    Ferguson, George B. & Ruth E.                           200          $2,075.00
 433    Fernstaedt, Arden (b)                                   400          $3,525.00
 922    Ferrier, Richard R. & Brenda G.                         300          $2,193.75
1920    Ferris, Robert (a)                                    1,000          $5,222.50
1920    Ferris, Robert (b)                                    2,000              $0.00                          $0.00
3675    Fidelity Select Utilities 
           Growth Fund (b)                                   11,380         $88,937.50
1818    Fieldhouse, Anthony                                   5,000              $0.00                          $0.00
3369    Finkel, Ruth                                          1,000              $0.00                          $0.00
1587    First Trust Corp TTEE                                 1,000          $7,191.50
1575    Fishback, James L (b)                 	I              1,000          $7,125.00
2450    Flake, Garry                                            100          $1,075.00
4379    Flater, Harold & John (b)                               500              $0.00                          $0.00
3099    Flora, James/Dorothy                                    100          $1,250.00
 949    Floyd Lilly Co. Retirement Trust                        500          $3,325.94
4454    Flyer, Joseph I & Melba                              10,000            $187.00
1131    Flynn, David E.                                       1,000          $4,343.20
`2681   Forman, Harry Rick & Jankowski, 
           Edwina T.                                            300          $2,000.00
1974    Fosdick, Maureen M. Custodian for 
           Faye Fosdick                                         300          $3,750.00
1934    Fosdick, Maureen M. Custodian for 
           Sarah M. Fosdick                                     300          $3,750.00
1148    Fowler, David W.                                        500          $4,281.25
1060    Fowler, Edwin J.                                     12,000         $26,879.86
1061    Fowler, Edwin J. Custodian for 
           Leigh Merritt Fowler                               1,000          $2,775.00
1147    Fowler, Nancy H.                                        500          $4,281.25
1211    Frank, Robert W. & Virginia L.                          200          $1,700.00
1806    Frazier, John R                                         200          $2,500.00 
3106    Frink, Steve D. IRA                                     500          $1,437.50
1346    Frome, David J.                                         100          $1,200.00
2482    Fry, Robert P. IRA (a)                                2,000              $0.00                          $0.00
2483    Fry, Robert P. Trustee Fry 
           Family Trust (b)                                  10,000         $64,552.00 
 696    Fryer, Irene                                            200          $1,453.88
3041    Funston, Jeff                                           300          $2,876.00
4258    Fuys, David (a)                                         300          $1,162.50
4258    Fuys, David (b)                                       2,000              $0.00                          $0.00
 791    Garcia, Benny *DISPUTED*       V                         55              $0.00 
                                                                            *DISPUTED*
3492    Gatchel, Barbara (a)                                    480          $4,193.61
 618    Gecks, David A.                                         500          $3,312.50
4156    Geiger, Pamela K. Custodian for 
           Janelle L. Geiger                                    200          $2,500.00
4155    Geiger, Robert S. Custodian for 
           Karl R. Geiger                                       200          $2,500.00
1121    Genola Grain Co. Employees 
           Profit Sharing Trust                                 100          $1,212.50
 627    Gentilcore, Daniel A.                                   300          $1,072.50
 648    Gerhardt, Leon & Martha                                 500          $6,250.00
1175    Gernes, David E.                                        100          $1,250.00
2672    Gervais, Paula R.                                       200          $2,500.00
1991    Gezon, John A. (a)                                      730          $8,760.00
2298    Giles, Wendell H.                                       500          $5,375.00
3489    Gillam, JoAnn (IRA) (a)                                 500          $4,437.50
3491    Gillam, William & JoAnn (c)                           3,000         $27,712.50
 897    Gillespie, Donald F.                                  2,000              $0.00     
2223    Gillette, E. Peter Jr.                                  600          $5,400.00
3488    Gisvold, Dale                                           400          $3,150.00
3756    Gitch, Joseph & Joyce                                   200          $2,500.00
3313    Gohler, Gerhard W (IRA)                               3,000         $11,351.00
 619    Goldenberg, Joel (a)                                  1,500          $7,349.00
3046    Goldsmith, Larry                                        200          $2,700.00
 910    Gomavitz, Alex                                          500          $6,250.00
4133    Gonder, Eric C.                                         300          $2,925.00
2366    Goodavish, Helen J.                                     200          $2,725.00
 552    Gopperton, Robert C.                                  1,000          $9,325.00
3012    Gores, Kenneth W. DDS Pension Plan                    3,000         $26,100.44
3759    Gorman, Francis fbo Piper Jaffray                       200          $1,550.00
1986    Gosiak, Elizabeth J.                                    300          $1,875.00
1987    Gosiak, Gerald Custodian for 
           Andrew J. Gosiak                                     200          $2,500.00
 852    Graham, Thomas W.                                       150          $2,100.00
 944    Grainger, Jack A.                                     1,300          $6,423.40
1520    Grainger, Robert L for Estate of 
           C Arthur Graing                                      800          $4,161.75
 452    Gratz, Thomas & Marguerite                            1,200         $10,200.00
2738    Greene, Hugh P. III                                     200          $1,000.00
2737    Greene, Hugh P. Jr.                                   1,000          $5,000.00
3074    Gregor, Gregory E. Pen & 
           Prof Share Plan (a)                               12,000         $70,500.00
3074    Gregor, Gregory R. Pen & 
           Prof Share Plan (b)                                5,000              $0.00                         $0.00
3841    Griffith, Thomas J. & Beverly V.                        200          $1,875.00
3842    Griffith, Thomas J. & Beverly V. *DISPUTED*             200              $0.00
                                                                            *DISPUTED*
 431    Griffith, Thomas J. & Elizabeth (a)                     250          $2,731.25
1524    Groner, Alex Tr Alex Groner 
           Writing Serv Pension                                 300          $3,750.00
 356    Gross, Malcolm C.                                     1,000              $0.00                         $0.00
 158    Grynberg, Jack                                       10,000         $78,595.08
1048    Gulessarian, Stephen A.                                 400          $3,200.00
1944    Gusa, Kathryn J. & Vaughn E.                            200          $2,600.00
1937    Gusa, Lawrence L.                                       500          $5,250.00
1945    Gusa, Vaughn E. & Joan L.                             1,000         $11,126.28
 984    Gustafson, Edwin Berneal                                100          $1,219.90
1231    Gustafson, Loren & Phyllis 
           Franklin TTEEs                                     1,000          $5,207.90
2007    Gustafson, Virgil R.                                    300          $1,500.00
2540    Gustin, Wayne L. & Ruth E.                              300          $2,250.00
 730    Gutz, Melvin K.                                         200          $1,800.00
2377    Habel, Raymond J                                        146          $1,442.00
2161    Haben, Bonnie K. Feller                                 240          $2,160.00
 843    Haggerty, Harold & Doris E.                             100            $812.43
 610    Hall, Diane                                             300          $3,525.00
1936    Hall, Leah                                              200          $1,562.50
2616    Hall, Ronald S.                                         100            $787.50
1950    Hall, William E. & Betty R. (b)                         233          $1,812.99
1478    Halse, Diane Guardian for 
           Matthew Adam Werner                                  250          $3,375.00
1468    Halse, Diane Guardian, 
           Sarah Jean Werner                                    250          $3,375.00
2541    Halstead, Mina G                                         60            $735.00
2542    Halstead, Mina G.                                       200          $1,487.50
3392    Halupnik, Ben                                         1,100          $6,900.00
3487    Halupnik, Ben Custodian for 
           James Halupnik                                       190          $1,682.50
3395    Halupnik, Ben Custodian for 
           Dirk Halupnik (b)                                    300          $2,812.50
3396    Halupnik, Ben Custodian for 
           Mark Allan Halupnik (b)                              615          $6,079.13
3393    Hamilton, Douglas & Deranleau, Nancy (b)              3,575         $13,465.63
3391    Hamilton, Jean K.                                     1,000          $9,125.00
1194    Hampton, Eudora J.                                      250          $2,187.50
3093    Hansen, Gregory P.                                      100            $300.00
3094    Hansen, Jerry (a)                                    10,000         $62,500.00
3095    Hansen, Jerry (b)                                     2,500         $11,564.00
 430    Hansen, Judith H.                                       500          $1,240.85
3028    Hansen, Judith H.                                       500          $1,240.65
 961    Hansen, Lorin W. & Anna J. (a)                        1,700          $8,445.83
 432    Hansen, Neal                                            500          $1,496.35
3681    Hanson, Gail A.                                         200            $875.00
2594    Hanson, Melvin N & Elizabeth                          1,000          $8,687.50
1000    Harmsen, Steve                                           50            $500.00
 377    Harrington, Fred E. & Barbara E.                        500          $3,375.00
1875    Harris, Arthur J                                        300          $1,054.45
1874    Harris, Arthur J.                                     1,000              $0.00                          $0.00
1507    Hart, David R. & Dwyn                                   140          $1,290.00
2719    Hart, Nicoe L. Surviving Spouse of      
           Leonard C. Ha                                        130          $1,852.50
1441    Harward, Jess L.                                        500          $1,981.85
2994    Hawkes, Robert T. & Ellis, David B.                     500          $2,189.50
2071    Hawlik, Julie A.                                        200          $2,237.50
3388    Hayes, Harlan L. & Marilyn                            1,950         $15,661.78
3389    Hayes, Marilyn H. Custodian for           
           Rachel Hayes                                         250          $2,343.75
3605    Hazard, William W  & Marjorie                           300          $2,194.00
2278    Heabler, Harvey & Arlene (b)	           I               100            $995.42
2149    Heath, James C.                                         500          $3,875.00
4612    Heumann, Robert G.                                      400          $5,000.00
 284    Heaverlo, James S. & Frances M.                         600          $4,500.00
1349    Hein, Donald L                                        4,000         $16,006.00
2553    Hein, Donald L.                                       1,000          $4,153.00
1350    Hein, Virginia W.                                     1,000          $3,628.00
3486    Helm, Norma June                                        100          $1,250.00
2145    Hempel, John Karl                                     2,000              $0.00                          $0.00
4025    Hempleman, Philip J                                 175,000              $0.00                          $0.00
4615    Henault, Charles & Kathleen                             500          $5,000.00
1457    Henderson, Roy A.                                     4,000         $11,295.25
2380    Henderson, William W                                  2,000         $10,500.00
1304    Hendricks, Carol                                        100          $1,250.00
1303    Hendricks, David                                        200          $2,500.00
1351    Hennigar, Lloyd I & Petty L.                            200          $2,500.00
2037    Henrikson, Grant S. & Lois P.                           200          $1,475.00
2372    Henrikson, Maxine & Wayne                               200          $1,825.00
 685    Hereford, Herman L.                                     500          $1,874.35
 715    Herrick, Benjamin W.                                    300          $1,033.93
 713    Herrick, Heather S.                                     300          $1,033.93
 716    Herrick, Molly W.                                       300          $1,033.93
 765    Heyne, Lloyd J.                                       1,000          $7,580.97
1804    Hicks, Randall R.                                       100          $1,005.91
2284    Higgan, LaConna P                                       100            $737.50
3385    Hill, Carolyn Schnure                                   100            $712.50
3729    Hill, Charlotte M.                                      500          $4,500.00
3382    Hill, Irma M.                                           100            $787.50
 318    Hlavati, William                                        760          $6,180.75
 319    Hlavati, William                                      2,500         $15,800.75
 320    Hlavati, William                                        540          $4,535.75
 321    Hlavati, William                                      1,450          $9,913.25
 322    Hlavati, William                                      1,250          $8,407.00
 323    Hlavati, William                                        500          $2,043.75
 496    Hlavati, William                                        500          $2,827.50
 809    Hlavati, William                                        450              $0.00                          
 810    Hlavati, William                                      1,450              $0.00
 811    Hlavati, William                                        700          $4,825.75
 812    Hlavati, William                                      1,750         $10,238.25
 813    Hlavati, William                                        300          $1,860.75
 814    Hlavati, William                                        450          $2,863.25
1624    Hlavati, William                                      1,475         $13,465.63
1625    Hlavati, William                                      1,200              $0.00                          $0.00
 493    Hlavati, William Albert                                 500          $2,060.00
 494    Hlavati, William Albert                                 635          $2,282.50
 495    Hlavati, William Albert                                 500          $1,310.00
 497    Hlavati, William Albert                                 400          $1,460.00
 498    Hlavati, William Albert                               1,000          $3,685.00
 499    Hlavati, William Albert                                 500          $1,810.00
 500    Hlavati, William Albert                               1,750          $4,812.50
 501    Hlavati, William Albert                                 500          $1,310.00
1615    Hlavati, William Albert                              18,500              $0.00                          $0.00
1616    Hlavati, William Albert                               5,800              $0.00                          $0.00
1617    Hlavati, William Albert                              10,000              $0.00                          $0.00
1618    Hlavati, William Albert                               2,000              $0.00                          $0.00
1619    Hlavati, William Albert                               9,000              $0.00                          $0.00
1620    Hlavati, William Albert                               3,400              $0.00                          $0.00
1621    Hlavati, William Albert                                 900          $3,720.00
1622    Hlavati, William Albert                               1,000          $5,345.75
2921    Hodapp, Larry F.                                        200          $1,995.10
2537    Hoefert, David W.                                       500          $2,923.75
 924    Hoesch, Shirley                                           6            $165.00
 652    Hoff, Orville S. & Beverly E.                           100          $1,216.25
 489    Hoffman, Frederick J. & Patricia K.                   1,000          $8,427.50
4274    Hoffman, Keith  & Barbara TTEEs                         100          $1,293.25
2023    Hoffman, Sim C. & Cheng, Phyllis W.                   1,000          $5,793.35 
2021    Hoffman, Sim C. Profit Sharing Plan                   1,000          $6,570.85
2022    Hoffman, Sim C. Profit Sharing Plan                     500          $2,445.85
1235    Hoffmeier, Arlene L.                                    400          $2,650.00
2283    Hoggan, L. Brent                                        200          $1,775.00
2282    Hoggan, L. Brent & LcConna P.                           200          $2,500.00
1555    Holbrook , George W. Jr                                 323          $2,099.50
 932    Holdaway, W. Richard                                    339            $590.78
2371    Hollett, Jeffrey G. (b)                                 100            $737.50
2627    Hollett, Mary L.                                        100            $675.00
4093    Holm, Robert E.                                         200          $1,300.00
2304    Holmgren, Morton R. & Beverly J.                        200          $2,500.00
1636    Holstein, Samuel P. Jr.                                 100          $1,250.00
1149    Holt, Elaine & Nancy Partnership                      1,700              $0.00                          $0.00
1151    Holt, Elaine & Nancy Partnership                      1,000          $7,125.00
1508    Holtmeier, Arlene L.                                    400          $2,650.00
 744    Honeyman, Lester                                        400          $5,100.00
 577    Hoopingarner, Doyle                                     140          $1,670.00
 426    Hoopingarner, Ruth A.                                    25            $218.75
4160    Hoover, Isaac H.                                        300          $2,081.25
 488    Horn, Kenneth N. Jr.                                    500          $3,462.50
 378    Horne, Russell C.                                       200          $1,717.13
3580    Horner, David D.                                        200          $1,500.00
1905    Howard, Doug & Mary Lou (b)                           2,100         $12,149.09
1379    Hsiao, William H. IRA                                 2,000         $15,719.63
 727    Hsieh, Leh-An Custodian for  
           Leslie Ann Lee                                       300          $2,085.00
1574    Hudgins, Randall                                        300          $3,600.00
2932    Huff, Merilace Ann & Lloyd                              100            $902.50
1010    Hughes, Kenneth E                                       200          $2,500.00
2709    Hultman, Harold                                       2,500         $35,075.00
 649    Hultman, Steven M.                                      700          $4,906.25
2459    Hung, Judith M.                                         500          $3,312.88
2458    Hung, Wendell L. Y.                                     500          $3,312.88
 682    Hunt, Clyde E. & Mary M.                                200          $1,712.50
3290    Hunt, Stephen J.                                        100          $1,167.00
1935    Hunter, James B. & Linda B.                             200          $1,746.05
2078    Hunter, Philip L. & Clare J.                            200          $1,796.95
3958    Hurd, Denise L.                                       2,500          $8,750.00
2748    Hurd, Holly L.                                        2,500          $8,750.00
3086    Hurd, Ralph W.                                        2,500          $8,750.00
 565    Huseman, Thomas M.                                      100            $900.00
3379    Hutzler, Arthur C. Custodian for 
           Aaron Hutzler                                        650          $6,093.75
3381    Hutzler, Arthur C. (IRA)                              4,850         $45,530.05
 621    Hyde, William A.                                        350          $3,948.00
1702    Iffert, Arnold V.  Emma K.                              500          $3,814.20
1700    Iffert, Arnold V. & Emma K.                             200            $804.20
1701    Iffert, Arnold V. & Emma K.                             100            $546.70
1628    Investment Club of Sun City                           1,000          $3,049.00
4607    Iowa Culvert Builders Employees                       2,000         $17,957.50
1224    Isenstadt, Samuel                                       200          $2,500.00
1801    J. Capers Hiott SEP                                     200          $2,500.00
 991    Jackson, Andrew Kit                                   1,648         $10,712.00
1118    Jackson, John N. & Gus (a)                            1,622          $6,063.00
1118    Jackson, John N. & Gus (b)                            2,000              $0.00                          $0.00
1229    Jacobsen, Paul S. & Sally T                             100            $900.00
4304    Jacobson, Jana (b)                                        6             $39.00
1793    Jacobson, Marian                                        270          $1,755.00
2024    Jacobus, Sarah                                        1,000          $3,142.12
1326    Jaeger, William R.                                    1,000          $6,875.00
3378    Jahde, Marvin J.                                      2,000         $17,342.55
 594    Jangula Frank & Marion M.                             5,000              $0.00                          $0.00
 720    Japy, Bernard (b)                                       100          $1,012.80
1043    Jawitz, Herbert *DISPUTED*                           14,000              $0.00                          $0.00
                                                                            *DISPUTED*
1050    Jawitz, Herbert *DISPUTED*                                               $0.00                          $0.00
                                                                            *DISPUTED*
 917    Jaynes, Walter H. & Norma H.                             20            $328.75
2152    Jellison, Ruth                                          100          $1,407.90
 913    Jennings, Susan M. *DISPUTED*                         1,000              $0.00 
                                                                            *DISPUTED*
3747    Jergensen, Jeffrey J & Sally J                           50            $550.00
1631    Jessop, Glenn E. (a)                                  2,000         $13,625.00
2468    Jeude, William & Maurine                                500          $3,625.00
2700    Jimerson, Janell Jarman                                 250          $3,750.00
 597    Joers, Allen E. & Gertrude A.                           400          $4,300.00
4373    Johansen, George                                        200          $1,387.50
1098    Johanson, Verne A.                                      100          $1,250.00
1956    Johndrew, John E. & Betty J.                          1,000          $4,478.18
4161    Johnson, Axel H. & Irene A.                             100          $1,250.00
3992    Johnson, Bonnie L. *DISPUTED*                           300          $3,150.00 
                                                                            *DISPUTED*
3994    Johnson, Bonnie L. *DISPUTED*                         1,000          $9,375.80 
                                                                            *DISPUTED*
3993    Johnson, Bonnie L. & Duane *DISPUTED*                   300          $2,910.00 
                                                                            *DISPUTED*
3526    Johnson, Bonnie L. (b) *DISPUTED*                       500          $4,875.00 
                                                                            *DISPUTED*
3524    Johnson, Bonnie L. & Duane (b) *DISPUTED*             1,050          $9,003.75 
                                                                            *DISPUTED*
3525    Johnson, Bonnie L. (IRA) (a) *DISPUTED*                 300          $3,150.00 
2090    Johnson, Carl T.                                      1,000          $2,930.18
1559    Johnson, Edmund E Jr & Anne R                           400          $5,000.00
 604    Johnson, Gerard J.                                      200          $1,412.50
2959    Johnson, Harland H & Eulah                              100            $775.00
2269    Johnson, Herbert W                                    2,000         $16,500.00
 635    Johnson, Karen L.                                       100          $1,050.00
1490    Johnson, Morris W.                                      100            $687.50
 582    Johnson, Ocee & Inga A.                                 300          $1,687.50
3445    Johnston, Shirley                                       500          $6,250.00
 429    Jondahl, Kenneth E.                                     400          $2,825.00
1866    Jones, David M (a)                                      123          $1,997.52
1866    Jones, David M (b)                                      300          $1,143.75
1376    Jones, Joan W.                                        1,200          $8,552.50
3442    Jones, Lorin V. (a)                                   1,300          $7,550.00
2086    Joyce, Barbara R.                                       500          $1,878.35
1017    Joyner, Irene M.                                        400          $2,904.86
1711    K Employees Assoc. Inc., The                          1,500          $6,188.91
3521    Kammermeier, Raymond J. IRA (b)                         475          $4,387.50
1856    Kane, Carol B                                         1,000          $7,000.00
2089    Karau, Mary C.                                          300            $964.12
 634    Kastanos, Anthony P.                                    200          $1,425.00
3981    Kato, Mitsuharu (a)                                   1,500          $4,476.95
3981    Kato, Mitsuharu (b)                                   7,000              $0.00                          $0.00
3434    Katter, Gloria J. (b)                                 4,000         $31,225.00
 326    Katz, Larry A. & Lori J. H.                             100            $750.00
3583    Katzman, Howard A. MD, PC (a)                         1,000          $3,488.75
3583    Katzman, Howard A. MD, PC (b)                         3,500              $0.00                          $0.00
 636    Kavan, Lester L.                                        100            $790.00 
 637    Kavan, Lester L.                                        150            $679.24
4139    Kavan, Lester L. Custodian for 
           Joel D.Kavan                                         150            $679.24
4138    Kavan, Lester L. Custodian for 
           Rick A. Kavan                                        100            $790.00
4306    Kazmierczak, Dory John                                1,000              $0.00                          $0.00
 343    Keegan, Robert A.                                     3,260              $0.00                          $0.00
 790    Keele, Victor *DISPUTED*                                 16              $0.00 
                                                                            *DISPUTED*
3969    Keeline, Jennie M. Estate c/o 
           Richard O. Carpenter, Executor                       200          $1,800.00
3955    Keim, Joe                                               200          $1,588.00
3578    Keller, Darc D.                                         657          $7,884.00
1189    Kelley, Jerry D.                                        500          $3,500.00
2270    Kelly, David M                                          400          $2,652.00
4555    Kelly, William J.                                       200          $1,375.00
4556    Kelly, William J. & Delores W. (b)                      100            $412.50
 659    Kendrick, B. D.                                         200          $2,500.00
2117    Kenkel, John D.                                         100            $937.50
4092    Kennedy, Kathryn (b)                                    200          $1,512.50
1570    Kent, Marian H                                          150            $975.00
 482    Kentner, Russell E.                                      11            $166.86
 885    Kerndt, Harold H. & Sharon                              400          $4,300.00
1433    Kesl, James R. & Marjorie B.                            200          $1,325.00
1513    Kimball, Marvin C.                                    1,000          $6,375.00
 441    Kimball, Randal V. & Ardith A.                        1,000              $0.00                          $0.00
1544    Kimball, Victor & David                               1,200          $6,380.64
1590    Kimple, Scott C.                                     15,000              $0.00                          $0.00
2157    King, Lawrence W. & Norma J.                            200          $1,850.00
 699    King, Martin (a)                                        800          $5,462.00
 699    King, Martin (b)                                        800          $6,969.50
2156    King, Norma Jean                                        200          $2,025.00
1375    Kingsley, Sherwood Custodian for 
           Aron Sherwood Kingsley                               150          $1,071.25
2567    Kious, Dane R.                                          100          $1,250.00
 719    Kiriluk, Walter A. & Margaret A.                        200          $1,800.00
1809    Kirsten, Jana & Jacobson, Marean                          6             $39.00
3437    Kirtland, John M.                                       200          $1,875.00
1656    Kiser, John M.                                          100            $687.50
1742    Klaas, Jane T.                                           52            $338.00
3432    Kleinlein, Evelyn R. (a)                              4,600         $38,275.00
3433    Kleinlein, Lillian Estate c/o  
           Evelyn R. Kleinlein (a)                            4,600         $40,912.50
2609    Klossner, Henry K.                                      100          $1,362.50
1655    Klutman, Paul                                         1,000          $5,841.01
3940    Knight, David H.                                      1,500         $11,437.50
3930    Koch, Lowell G.                                         100            $875.00
1232    Koepcke, Kurt                                            30            $295.75
1257    Kohfeldt, Walter & Patricia M.                          400          $4,275.10
 609    Koloski, Jon W. & Lyla A.                               100          $1,000.00
2129    Kortan, Robert B.                                       200          $2,500.00
1963    Koss, Robert J.                                          50            $750.00
1454    Kouchich, Russell F.                                    300          $2,700.00
2227    Koumoutsakos, K                                       2,000         $14,250.00
3582    Koyle, Nadine & Alan                                    104          $1,154.00
1692    Kramer, Barbara S.                                      500          $6,002.00
1599    Krauss, Silvio                                          500          $1,984.08
1276    Kreimer, Thomas A.                                      200          $2,250.00
3680    Krile, Vernon                                           100            $438.00
1455    Kriney, Jr., John W.                                    200          $1,722.80
3458    Kroells, Roger D. & Eldora L.                           500          $4,812.50
4001    Krupa, Donald R.                                        200          $2,400.00
 738    Krupa, Ronald & Mary Ann                                 50            $497.50
 363    Kuhn, Edward P. & Julie E.                              500          $2,062.50
1714    Kuhns Investment Co. (b)                I            10,000              $0.00                          $0.00
1709    Kuhns, Robert W. (b) *DISPUTED*                      10,000              $0.00 
                                                                            *DISPUTED*
2237    Kuhns, Robert W. Jr. (a) *DISPUTED*                   2,838         $14,631.00 
2237    Kuhns, Robert W. Jr. (b) *DISPUTED*                  10,000              $0.00                          $0.00 
                                                                            *DISPUTED*
 970    Kulkuski, William B                                     300          $1,950.00
1953    Kumar, Virendra & Sudesh                                200          $2,500.00
3911    Kuncheff, Johnny & Irene Family Trust                   200            $875.00
2702    Kunstman, James D.                                      400          $1,600.00
1733    Kwong, Bing C. & Anthony P.                           6,000              $0.00
2042    Ladin, Samuel S. & Florence (b)                       1,000              $0.00                          $0.00
 608    LaFreniere, Gregory P. (b)                              600          $5,835.00
 645    Landen, Richard H. & Bonnie L.                          200          $2,425.00
 782    Landon, Hazel *DISPUTED*                                400              $0.00                          $0.00
                                                                            *DISPUTED*
 551    Landon, Hazel J.                                        400              $0.00                          $0.00
4150    LaPlant, Lloyd & Beverly                                100          $1,087.50
4540    LaPolice, Susan M.                                      300          $3,750.00
2997    Larsen, Dolores                                         200          $1,337.50
1683    Larson, Harry C.                                        700          $8,750.00
4438    Larson, Merlyn                                        1,000          $9,000.00
2923    Latham, Gary D.                                         200          $1,329.77
3686    Lattimore, Ruby J.                                      100            $687.50
2257    Laturnus, Martin N & Helen G                            200          $2,875.00
2258    Laturnus, Martin N & Helen G                            300          $2,700.00
2259    Laturnus, Martin N & Helen G                            400          $3,963.00
2260    Laturnus, Martin N & Helen G                            200          $2,850.00
 614    Lauterbach, Karen                                       300              $0.00                          $0.00
4065    LaValley, Laura                                         100          $1,250.00
3429    Lavia, Tony L.                                          550          $5,087.50
3430    Lavia, Tony L. (IRA)                                    200          $1,450.00
2118    Lavorgna, Donald                                      3,500              $0.00                          $0.00
2310    Lawrence, Michele M                                   1,786         $18,572.00
4053    Laws, James T. & Susan M.                               600          $2,681.25
4234    Lee, John E.                                            200          $2,100.00
 353    Lee, Kap Jai & Yun Jung                                 100            $937.50
2648    Legner, Roberta A. (Best)                               145          $1,993.75
3427    Leistad, Arlene (b)                                   6,710         $31,680.50
 605    Leman, Dennis J.                                      1,000          $4,803.00
2593    Lemmon, Gerrie T.                                        54            $625.00
1465    Lentz, Thomas A.                                        300          $3,031.59
1107    Lenzi, Virgil D.                                      5,000         $20,299.50
3426    Leo, Thomas J.                                          100          $1,362.50
 993    Leseberg, William                                       200          $1,550.00
 625    Lester, Melvin L.                                       100          $3,658.75
2600    Leung, Turin                                          1,000          $4,105.00
1474    Lewis, Frank F.                                         100            $623.50
2743    Lewis, Jennifer                                       1,000         $12,500.00
1795    Lewis, Leroy L JR                                     3,500         $21,250.00
3683    Lies, Linda A. Custodian for 
           Matthew Lies                                          50            $175.00
2344    Lillo, Lawrence D.                                   10,000              $0.00                          $0.00
3688    Lind, Robert F. & Marcella                               50            $281.00
1898    Lindstrom, Kenneth E.                                 2,000         $14,875.00
 436    Linstrom, William E. & Betty J.                         100          $1,250.00
1122    Littauer, Richard                                       200          $2,375.00
 686    Litwin, Raymond                                       1,000          $8,227.50
 779    Litzenberger, Donald J. (Trust)                         100          $1,068.18
3235    Livas, Mark B. Custodian FBO 
           Timothy M. Livas                                     200          $1,300.00
1092    Lockwood, Beverly F. (b) *DISPUTED*                   1,200         $11,250.00 
                                                                            *DISPUTED*
1106    Lockwood, Beverly F. (b) *DISPUTED*                     750          $5,437.50 
                                                                            *DISPUTED*
1092    Lockwood, Beverly F. (c) *DISPUTED*                     200          $1,325.00 
                                                                            *DISPUTED*
1106    Lockwood, Beverly F. (c) *DISPUTED*                   1,200         $11,250.00 
                                                                            *DISPUTED*
1106    Lockwood, Beverly F. (d) *DISPUTED*                     750          $6,656.25 
                                                                            *DISPUTED*
1106    Lockwood, Beverly F. (e) *DISPUTED*                     200          $1,325.00 
                                                                            *DISPUTED*
4020    Logan, James E                                          184          $2,026.50
3204    Logan, Judith                                           500          $3,750.00
1429    Lopata, David J.                                        500          $4,877.00
 823    Lorensen, Charles W. & Ronna                          1,000          $9,325.00
2530    Louie, James HM & Virginia L.                         4,000         $36,695.25
 702    Lowe, William T.                                        100            $977.00
1443    Lucas, John R.                                          900          $3,512.50
1959    Luk, Rick                                               600          $8,925.00
4226    Luther, Tom                                             160          $2,000.00
1689    Lutz, Frederick M.                                    1,000              $0.00                          $0.00
4083    Lux, Harold R & Mildred A                               100            $900.00
2697    Lyman, Gregory H.                                       300          $2,700.00
1500    Lyon, Maurice L.                                        400          $3,016.00
2345    MacDowell, Jo S.                                        200          $1,800.00
1261    MacLeod, Richard Preuss                               2,600         $15,555.78
1191    Mactier, J. Allan                                       420          $2,730.00
3424    Madison, John L.                                      2,000         $18,500.00
3588    Madsen, Bruce A.                                        200          $2,500.00
2383    Maggio, Sam A                                           300          $3,750.00
1918    Magnuson, Eugene R. & Grace M.                          500          $3,750.00
1225    Maher, Maurice N.                                       200          $1,922.12
1908    Mahoney, Dorothy D.                                     200          $1,302.00
1933    Mahoney, Theresa L.                                     100            $652.00
 563    Mangasarian, Stephen H.                               1,000          $5,444.11
 901    Mansell, Richard L. & Jean E.                           500          $3,275.00
1254    March, Scott M.                                         100            $927.00
 835    Marinoni, John & Ann                                  1,077          $6,617.50
1565    Marinoni, Patricia Brady                                943          $6,617.50
 571    Marion, Michael D.                                      700          $3,587.50
4388    Marker, Wayne A. & Nancy L.                             125            $984.38
3422    Martens, Eugene W.                                      900          $5,345.00
3421    Martens, Margaret (b)                                   500          $1,312.50
 664    Martin, Arthur C. & Dorothy B.                          200          $1,800.00
1668    Martin, Fremont J                                       216          $1,890.00
1516    Martin, Lois M. (b)                                   1,000          $8,687.50
1518    Martin, Lois M. Custodian for 
           Monica M. Martin                                     500          $3,250.00
1517    Martin, Myron C. Custodian for 
           Milo M. Martin                                       500          $3,250.00
1479    Martin, Scott T.                                      1,000          $3,188.15
1492    Martin, Scott T. & Kristine N.                        1,000          $4,582.70
1826    Maske, Jack L                                           100            $900.00
1827    Maske, Lois J                                           100            $900.00
3231    Mastercraft of Seattle                                  300          $3,750.00
2950    Mathis, Richard W. & Virginia                            50            $400.00
1223    Mathisen, Kenneth W. & Irma                             150          $1,875.00
1787    Matts, Dennis R                                         200          $2,475.00
1788    Matts, Dennis R                                         100            $787.50
1789    Matts, Dennis R                                         200          $1,950.00
1362    Maust, Joan L. Trust                                    200          $2,500.00
1646    Maves, Duane                                            100            $750.00
2352    May, Catherine P.                                        50            $437.50
2360    May, W.H. Jr.                                           200          $1,750.00
1691    Maynard, David & Linda                                1,000          $5,218.20
2612    McCallum, Margot                                          5.5          $250.00
2107    McCarter, Charles V. (b)                              1,000          $9,095.75
 693    McCarthy, Mary L. & Eugene P.                           550          $4,153.13
2006    McCormack, Warren G & Evelyn D.                         600          $5,155.00
1220    McCormick, Leo R. & Helen I.                          6,000              $0.00                          $0.00
 623    McDermott, Patrick G.                                   300          $2,250.00
2935    McDonald & Company Securities Inc                    27,862              $0.00                          $0.00
3420    McDonald, Frank A. & Mildred (c)                        650          $6,868.75
3574    McElmury, Sean M.                                       100          $1,150.00
1669    McFadden, Farrell & Smith L.P.                      114,500              $0.00                          $0.00
1475    McGoogan, James R.                                       27            $175.50
2210    McGowan, Terence J & Mary                               100            $900.00
3692    McLain, Susan                                           200          $1,551.88
 327    McLean, Kenneth J.                                      500          $2,127.50
1426    McNairy, Dreux Sold Prop Emp Cpp Pl                   3,400         $22,663.62
1425    McNairy, Sean Fort                                      750          $6,698.70
1424    McNairy, Sean Fort (b)                                  950          $6,738.56
 819    McNamara, Michael R.                                    200          $1,933.00
 982    McRae, Lynne                                            200          $1,500.00
1363    Medin, Maynard J.                                       500          $5,000.00
1496    Meehan, Mary E.                                         500          $4,375.00
1602    Mesher, Stewart                                         200          $1,425.00
1634    Messer, Keith                                           200          $1,725.00
2965    Meuller, Joyce M & Jerome E.                          1,000          $9,375.00
 602    Meyer, Walter G.                                      1,500         $15,375.00
3535    Micheli, Shirley Ann                                    100          $1,266.82
3293    Midwest Clinic Management 
           Profit Sharing Plan                                1,000          $7,000.00
4009    Migowski, Roman J.                                      300              $0.00                          $0.00
1320    Miller, Lee A.                                        1,000          $6,008.00
1321    Miller, Lee A.                                        1,000          $3,614.00
1322    Miller, Lee A.                                        4,000         $25,325.00
1319    Miller, Lee A. & Joan A.                              1,000          $3,992.42
1323    Miller, Lee A. & Joan A.                              1,000          $6,386.00
1324    Miller, Lee A. & Joan A.                              1,000          $5,252.00
 642    Miller, Lyle J. & Neva L.                               600          $5,265.00
1091    Miller, Max & Alice S.                                  500          $3,250.00
4608    Miller, Wesley (a)                                      300          $1,744.00
4608    Miller, Wesley (b)                                      300              $0.00                          $0.00
1065    Miracle Enterprises                                   1,000          $8,216.20
1522    Mitchell, Bruce A.                                      100          $1,250.00
 692    Mitchell, Jan L.                                        100          $1,250.00
1825    Mittelman, Burton C.                                      5.5          $250.00
1531    Moening, William R                                      500          $3,189.50
2313    Moffat, Ralph W.                                      1,000         $10,500.00
1140    Molnar, Rose F.                                       2,000          $7,499.25
1205    Monahan, Jr., William J.                                100          $1,000.00
 465    Montagne, Lorna May                                     850          $9,337.50
 463    Montagne, Robert M. & Lorna May                         200          $1,675.00
2019    Moon, Cratty A. Jr. & E. Janell House                   300          $1,437.00
3858    Moosman, George L.                                      350          $2,450.00
 286    Moreton, William R.                                     200          $2,000.00
 350    Morgal, Margaret L.                                     300          $2,531.40
1704    Morgal, Margaret L.                                     200          $1,745.00
2244    Morgan, Gerard E                                        100            $800.00
1586    Morris, Newbold "BOB" Capt                           10,000              $0.00                          $0.00
2028    Morton, Charles W.                                    1,675         $12,440.69
2945    Mossiman, Michael                                        25            $184.00
2165    Mozey, Cheryl                                           250          $1,307.80
1675    Mueller, Ronald J. & Denise M.                          350          $4,725.00
1676    Mueller, Ronald J. & Denise M.                          100            $787.50
1677    Mueller, Ronald J. & Denise M.                          200          $1,475.00
1551    Mukai, Milton M & Clara                               1,300         $17,987.50
 537    Mulron, Brian W. & Ann P.                               500          $6,798.66
1511    Murdock, Jean R.                                        200          $1,676.75
 839    Murphy, Michael Custodian for 
           Michael Warner Murphy                                200            $937.50
 838    Murphy, Michael Inc.                                    200            $937.50 
 837    Murphy, Stacy                                           200            $937.50  
1868    Murray, Margaret A Nickels                              100            $857.10
4248    Murray, Ruby D.                                         100          $1,250.00
2480    Muscatine Realty Corporation                         30,000        $262,837.50
3141    Muscatine Realty SPN/Pen *DISPUTED*                                      $0.00 
                                                                            *DISPUTED*
2397    Myhr, Jerry B. (b)                                      100            $662.50
3934    Nadeau, Nancy Lynn South                                200          $2,500.00
2547    Naibi, A. Wali & Jacquelyn                              100            $775.00
2613    Nakhai, Hamid                                         1,800          $8,837.00
3001    Nakhai, Saied                                           200          $1,487.50
 337    Narke, Louis E. & Mary C.                               100            $395.00
2610    Nash, Cheryl (Greenhalgh)                                50            $625.00
1533    Nasseta, Anthony F. (b)                               1,000         $10,500.00
1466    Nassetta, Cecelia (b)                 	 I             1,000         $10,500.00
 860    Navy, Jerry M.                                          300          $2,025.00
 427    Nebel, Mary Bering Trust                              1,300          $7,388.00
1964    Neill, Craig                                            300          $2,775.00
2115    Nelson, David G. fbo Piper Jaffray                      200          $1,725.00
 569    Nelson, Dwight F. & Mary L.                             200          $2,500.00
1102    Nelson, Ervin C. & Edna P. *DISPUTED*                     ?              $0.00 
                                                                            *DISPUTED*
3679    Nelson, Evelyn                                          200          $1,238.00
1855    Nelson, John F                                          400          $3,029.05
1473    Nelson, Laurel                                        1,000          $5,218.20
3860    Nelson, Richard K.                                      200          $1,492.20
3861    Nelson, Richard K.                                    5,000         $45,000.00
1101    Newburry, Ellen                                         200          $2,100.00
1741    Newman, Dolores IRA                                     250          $1,812.50
1532    Newman, Elmer C                                         800          $3,850.00
1976    Newman, Marilyn N.                                      200          $1,000.00
1975    Newman, Thomas E.                                       200          $1,000.00
1307    Nicklin, Charles R. & Joycelin E.                       400          $2,142.35
 407    Nicolaus, Stifel Custodian for
           James W. Robinson                                  1,000          $4,178.00
3423    Nielsen, Karen                                           11             $77.00
 590    Nizze, Norbert A.                                     1,000          $3,708.35
 309    Noel, Dale A. & Kathryn L. (b)                          400          $2,950.00
 675    Nolte, Phillip Custodian 
           Jill C. Nolte                                        400          $1,762.50
1569    Nordby, Earl D                                        1,000          $5,080.39
1713    Norpar, Inc.                                         10,000              $0.00                          $0.00
2238    Northwest Pipe Fittings, Inc                            300          $2,123.43
 164    Northern Trust Co.                                   26,267              $0.00           
2236    Northwest Pipe Fitting Inc                              300          $2,123.43
1166    Norwest Bank Colorado, N.A. Trustee 
           for Mark Buchi                                       175          $1,587.50
1116    Norwest Bank Minnesota, Trustee FBO 
           Billings Surg. Group PC P/S Myers                  1,800          $9,250.00
1114    Norwest Bank Minnesota as Trustee for                   500          $1,750.00
4305    Nouwens, Jeffrey S. (a)                              20,000        $169,557.50
4305    Nouwens, Jeffrey S. (b)                             100,000              $0.00                          $0.00
 417    Novotny, Agnes                                          175          $2,450.00
 418    Novotny, Stanley                                        200          $2,800.00
 954    Nykamp, Dave & Judy                                     300          $1,952.00
1836    O'Brian, John T                                       2,000              $0.00                          $0.00
2231    O'Connor, Robert (a)                                  1,000          $4,125.00
2231    O'Connor, Robert (b)                                  2,000              $0.00                          $0.00
2649    O'Fallon, Gerald M.                                     100          $1,012.50
2650    O'Fallon, Gerald M.                                     100            $387.50
1981    O'Hare, Charles                                         400          $1,725.00

3718    O'Meara, Zina                                           500          $4,950.00
3468    Oakes, Kathleen                                           6            $150.00
 369    Odegard, Margaret *DISPUTED*                            300              $0.00 
                                                                            *DISPUTED*
1272    Odeh, Sami M.                                           200          $1,447.50
1250    Ogren, Donna M.                                       1,000          $5,218.20
1794    Oja, John                                               300          $2,366.50
1687    Oldendorf, Bessie L. & Walter J                         200          $1,233.00
 516    Oldroyd, G. Scott                                       200          $1,777.00
 834    Olmstead, Daniel (b)                                 61,000        $217,773.04
1416    Olmstead, Peter & Cynthia Comm Prop                   4,000              $0.00                          $0.00
1417    Olmstead, Peter & Cynthia TTEE 
           Def Ben Pen Ret                                    4,300         $29,779.94
2694    Olofson, Clifford                                       700          $8,750.00
2695    Olofson, Clifford (b)                                 1,670         $18,530.00
4432    Olsen, Erdean fbo Clark, Travis (b)                      13            $110.50
4529    Olsen, Linda L. & Lee                                     3             $25.50
1597    Olson, Craig W. Custodian for 
           Dain Bosworth                                        100            $750.00
 902    Olson, L. Wayne                                         400          $2,762.50
 584    Olson, Richard S. & Karen L.                            200          $1,850.00
2730    Olson, Wayne P.                                                          $0.00                          $0.00
3983    Orlando, Anthony J.                                     200          $2,500.00
3984    Orlando, Gina A.                                        300          $3,750.00
3656    Orlando, Joseph K. & Joyce A.                           250          $2,250.00
3985    Orlando, Peter Custodian for 
           Peter M. Orlando (a)                                 100          $1,250.00
3985    Orlando, Peter Custodian for 
           Peter M. Orlando (b)                                 100          $1,250.00
3982    Orlando, Thomas P.                                      400          $5,000.00
1081    Orton, Andrew L.                                        200          $1,125.00
1082    Orton, Maryl Lee                                         76          $1,125.00
1580    Osborn, Ken                                             400          $1,800.00
4178    Osborn, S. Bartley                                    2,300         $22,712.90
1869    Osojnak, Boris M                                        600          $5,332.00
2565    Osovski, Ronald A & JoAnn                               100          $1,369.73
1495    Osterlund, Annette T.                                   200          $1,475.00
 639    Ostler, Robert G. & Rosalyn W.                          200          $1,543.32
3043    Otness, Birdeen                                         300          $2,737.50
1184    Ottertail Investment Group                              200            $817.05
1183    Ottertail Investment Group (a)                        1,000              $0.00                          $0.00
3591    Owen, Lois                                              200            $750.00
3592    Owen, Lois                                              200          $1,400.00
1497    Pack, Cora M Trustee Pack Family Trust                  200          $2,172.00
2767    Pack, Douglas H. (b)                  	 I               200          $1,450.00
2768    Pack, Ione A.                                           200          $1,450.00
1217    Paduganan, Dino R & Deborah G.                          200          $1,448.81
1130    Palfreyman, Warkwick C. & Ione A.                     1,000         $11,625.00
3830    Palis, Gary S. & Janice L.                              400          $2,720.00
2234    Paramount Supply                                        400          $2,825.89
2239    Paramount Supply Comp                                   200          $1,418.22
2072    Paras, Gus & Olive                                      243          $2,916.00
3060    Parker, Blaine & Mary Ann (a)                           200          $1,566.08
3060    Parker, Blane & Mary Ann (c)                          3,500              $0.00                          $0.00
 736    Parkinson, John R.                                    1,200          $3,300.00
 735    Parkinson, John R. & Joann R.                         3,000          $8,755.00
3888    Pastre, John M & Gwen L.                                 50            $450.00
4598    Patel, Gopalkrishna M.                                  300          $2,085.00
 875    Patel, Haribhai P.                                      200          $1,350.00
3124    Patten, James                                         1,000          $9,000.00
1932    Pauley, Kimberly                                        100            $387.35
1673    Paulsen-Steele Co. Retirement Trust                   5,946         $55,000.00
1929    Pavich, Michael D.                                       32            $372.00
 661    Payne, Terry                                          1,000          $8,601.93
3287    Pearson, Ronald J & E. Lelaine                          100          $1,250.00
1970    Peart, Harold O.                                        700          $9,562.50
3765    Pecharich, William J                                    700          $6,300.00
3419    Pedersen, Karen M. (a)                                  480          $4,163.61
 737    Pedersen, Roy K.                                        100          $1,067.15
3758    Peiffer, Douglas fbo Piper Jaffray                      100          $1,238.00
2490    Perry, Jason                                          1,700          $9,350.00
3881    Petersen, Doris C.                                      200          $1,950.00
 357    Petersen, Frank W.                                    1,000          $3,708.35
2972    Peterson, Bruce R & Sheryl L.                           100            $862.50
 707    Peterson, Earl E. & Sylvia E.                            75            $975.00
 786    Petras, Helena                                          200            $691.09
2928    Petry, Edwin L.                                         300          $1,914.56
1415    Petty, Stephen Sole Proprietor 
           Emp. Mpp. Plan                                       650          $5,698.25
1873    Phalin, Thomas L                                        500          $1,227.50
1052    Phillips, Ronald L.                                     100            $900.00
1486    Pickett, William A.                                     850          $5,916.00
1965    Pierce, Richard S.                                    1,200          $5,050.00
 477    Pike, Raymond D.                                      2,200         $19,985.00
1461    Pilkington, Peter J.                                  1,400          $5,687.50
3302    Pingree, George C                                     5,650         $34,921.00 
4468    Pingree, Marjorie C.                                  1,000          $6,000.00
 419    Pinson, Richard P.                                      400          $2,125.00
1336    Piper Jaffray A/C 340-319310-050 
           Gorman IRA                                           200          $1,550.00
3247    Piper Jaffray (a) - Custodian for 
           Jeffrey L. Anderson                                  200          $1,975.00
 757    Piper Jaffray - Custodian for 
           Joan Seiler IRA                                      100            $662.50
 760    Piper Jaffray - Custodian for 
           Larry E. Fie                                         200          $1,950.00
3247    Piper Jaffray (d) - Custodian for 
           Richard N. Ross                                      200          $1,825.00
3247    Piper Jaffray (f) - Custodian for 
           John D. Vetterll                                     200          $1,675.00
3247    Piper Jaffray (g) - Custodian for 
           Wasatch Physicians                                   100            $987.50
3247    Piper Jaffray (l) - Custodian for 
           James S. Gilley                                      400          $3,325.00
3228    Piper Jaffray Custodian for 
           Dr. Joseph B. Fahey                                1,150          $4,213.00
3233    Piper Jaffray Custodian for 
           Stephen T. Pushing                                   200          $2,475.00
3236    Piper Jaffray Custodian for 
           Calvin E. Traver                                     200          $1,300.00
3240    Piper Jaffray Custodian for 
           Dr. Anthony Ferrara                                  200          $1,800.00
4478    Piper Jaffray FBO Douglas Peiffer IRA                   100          $1,238.00
3241    Piper Jaffray Custodian for 
           Sharon L. Ferrara                                    200          $1,800.00
2413    Plaizier, Rex R                                         500          $1,955.00
4059    Planeta, Alan T (a)                                   1,100          $5,151.25
4230    Platt, Bradley D. (b)                                   200          $1,550.00
2503    Pless, Wilbur & Phoebe                                2,000         $18,125.00
 750    Plozai, James (a)                                       500          $1,812.50
 750    Plozai, James (b)                                       500              $0.00                           $0.00
 717    Plumley, Michele M.                                     600          $3,539.00
3417    PNG Partnership (b)                                   2,000         $16,662.50
 393    Pobanz, Gretchen Custodian for 
           Lucas Pobanz                                         100            $995.10
3120    Pobanz, Roger P. & Judy A.                              150          $1,425.00
4314    Polakowsdi, James & Sherlock, 
           Cori-Beth                                            200          $1,560.00
3230    Polansky, Thomas J. & Agnes I.                        1,000          $7,200.00
1469    Popp, Janice R.                                       1,000          $6,875.00
3288    Poser, Eugene F.                                        200          $1,000.00
4339    Posik, Emma *DISPUTED*                                  500              $0.00 
                                                                            *DISPUTED*
 935    Poth, Thomas R.                                       1,700         $10,682.50
2521    Poulson, Randall                                        200          $1,550.00
3297    Power, Jean M.                                          300          $1,987.50
3242    Powers, Germundson, Kanusik & 
           Wiemers                                            1,500          $6,750.00
3225    Powers, Germundson, Kanusik & 
           Wiemer                                               500          $3,750.00
 391    Powers, Linda Elmore                                    700          $5,425.00
 392    Powers, Tunstall C. Jr.                               1,000          $3,625.00
3219    Pressentin, James F.                                    500          $3,437.50
 942    Prichard, Bert L. & Ruth                              4,655         $23,312.50
2939    Pugsley, Mary Ellen H. Custodian 
           Clara M. Pugsley                                     100          $1,012.50
2942    Pugsley, Mary Ellen H. Custodian 
           Eliza Pugsley                                        100          $1,012.50
2940    Pugsley, Mary Ellen H. Custodian 
           Jacob S. Pugsley                                     100          $1,012.50
2941    Pugsley, Mary Ellen H. Custodian 
           Joseph H. Pugsley                                    100          $1,012.50
2938    Pugsley, Mary Ellen H. Custodian 
           Seth H. Pugsley                                      100          $1,012.50
1909    Puppe, James L.                                         100            $900.00
2411    Quast, Eugene E & Carol                                 200          $1,688.55
1364    Quiter, George W. & Marilyn Anne                      1,000          $8,594.50
4237    Radintz, Henry Charles (b)                              250          $2,093.75
3833    Radtke, John E. Custodian for 
           Justin Radtke                                        200          $1,450.00
 580    Ragazzo, Raymond A. & Clara J.                          100            $886.69
 629    Raisher, Scott A.                                       100            $687.50
 801    Rajcany, Rebeca B.                                       25            $400.00
2568    Rand, Edward John & Palm J.                             100          $1,087.50
 447    Ransom, Bruce H. & Miriam F.                            300         $18,375.50
4106    Rapp, Frank D & Diann                                   100          $1,300.00
3119    Rauch, Janet M.                                         500          $4,500.00
3118    Rauch, Janet M. (IRA)                                   300          $2,793.75
1445    Raulich, Dennis                                         300          $2,400.00
1252    Rauschenfels, Mark A.                                   100            $900.00
3032    Raynor, David                                         1,000          $6,875.00
 888    Reddin, G. Randall                                    1,500         $11,812.00
1921    Reed, Richard & Theresa                                 350          $3,400.00
2197    Reed, Wm. G. Jr.                                      2,000          $8,109.45
 804    Reese, Selwin A. & Frances G.                           185          $1,935.00
3199    Reierson, Paul                                          225          $2,137.50
4418    Reiman, Lee & Mary Lee                                  400          $2,000.00
4417    Reiman, Mary Lee (b)                                 20,500         $38,471.00
2918    Rein, Randal J. & Diane Milberg                         600          $7,200.00
 977    Reinig, Leon                                            200          $2,500.00
1837    Reiter, Otto J & Raiola P                                54            $550.00
4559    Renken, Melvin H. & Marian                              100            $787.50
3218    Reno Radiological Profit Sharing Plan                 2,718         $32,616.00
 589    Revoir, Albert H. & Joann M. (a)                        500          $1,762.50
 589    Revoir, Albert H. & Joann M. (b)                      5,000              $0.00                           $0.00
3415    Reynolds, James D. (IRA)                                400          $2,650.00
4108    Rich, Kristin                                           113          $1,273.85
1144    Rich, T. Michael                                        500          $6,250.00
1940    Richards, Thomas J.                                     216          $2,480.00
1269    Richards, W. Thomas (b)                               9,000         $33,386.33
1004    Richters, Roger A                                       300          $2,100.00
2410    Ricker, Dorothy A. Custodian for 
           Michael C.W.  (a)                                    100            $675.00
2410    Ricker, Dorothy A. Custodian for 
           Mallory B. (b)                                       100            $675.00
 405    Rieben, Gary D.                                         100            $875.00
1308    Riley, Phyllis M.                                       100            $824.10
1462    Riley, Wallace D. & Dorothy C. (b)                  100,000              $0.00                           $0.00
 745    Ripp Distributing                                     1,000          $9,375.00
2103    Ripp Distributing Inc.                                1,000          $9,375.00
4143    Rivard, Allen J.                                        200          $1,725.00
 644    Roberts, George W.                                      200            $675.00
1172    Roberts, June W.                                        100          $1,250.00
 595    Roberts, Maxwell & Eleanor                              500          $1,750.00
2370    Roberts, Neil C.                                        400          $1,747.19
1287    Robertson, Mary J. Trust U/A                          1,000          $6,750.00
2578    Robinson, James E. & Karen D.                           300          $3,150.00
3891    Robinson, Susan Beneficiary of 
           Robinson, Herbert                                  1,000          $9,570.43
3832    Rock, Gene F.                                           100            $787.50
1328    Rogers, Alleta M.                                       120            $922.50
4031    Rogers, Roy T.                                        4,000              $0.00                          $0.00
2717    Roller, Erhard P & Edith L                              200          $1,875.00
2148    Ronyecz, Albert                                       1,200              $0.00                          $0.00
3252    Rose, Barbara W.                                        200          $1,448.40
4158    Rose, Dorothy Louise                                    200          $2,700.00
 304    Rowady, Julia A.                                      4,000         $27,054.84
 768    Rowady, Lewis (b)                                     4,500         $13,500.00
1073    Rubin, Bernard & Gloria (b)                          12,500              $0.00                            $0.00
2936    Ruch, Marlyn M.                                         250          $3,064.20
3682    Ruebke, Ethel                                           100            $537.50
1340    Ruggieri, Anthony & John                                400          $3,608.83
2261    Rukavina, Nick & Kathryn                                594          $6,166.88
2407    Rukavina, Nick & Kathryn                                108          $1,622.50
3871    Rupp, Judith L.                                          54            $648.00
3011    Russell, Martha                                         700          $2,669.01
4372    Ryan, Thomas C. Executor Estate of 
           Mary C. Ryan                                       1,000          $3,779.88
 936    Ryzenga, Marjorie & Raymond                             100            $674.88
 671    Saalfrank, Charles W. Jr.                               225          $1,912.50
 672    Saalfrank, Susan L. IRA                                  85            $765.00
3140    Sadeghi, Jahangir & Mahnaz, Badihian                    700          $6,037.50
 769    Samowitz, Moses                                          22            $200.00
1846    Samuelson, Richard (a)                                1,000          $3,300.00
1846    Samuelson, Richard (b)                               10,000              $0.00                           $0.00
3809    Sandberg, Elaine                                        400          $2,900.00
3811    Sandberg, Elaine                                        500          $6,250.00
3807    Sandberg, Steven & Elaine                               300          $3,450.00
3808    Sandberg, Steven & Elaine                               200          $1,400.00
3414    Sande, Earl E. (b)                                    2,800         $21,255.74
3413    Sande, Ruth E.                                        1,200          $8,753.13
1696    Sander, Wayne C.                                        100            $900.00
1447    Sanders, Roger J. (a)                                 1,000          $2,790.60
1447    Sanders, Roger J. (b)                                 2,000              $0.00                          $0.00
4227    Sapp, Rose M.                                           225          $3,065.63
2455    Sather, Palmer E. &  Darr Ell                           100          $1,150.00
1720    Saul, Andrew                                            200          $6,281.00
3412    Saveraid, Steven K.                                     450          $4,462.50
1230    Scarbrough, Alvin & SherLean                            100          $1,000.00
4821    Scarlis, John                                           610          $7,320.00
 548    Scheel, Roy K. & Marie J.                               100            $525.00
1662    Scheffler, Gertrud                                      300          $2,362.21
 478    Schirmer, Wayne C. & Mary Tess                          200          $1,800.00
2926    Schlater, Melvin L. & Patricia R                        100          $1,127.50
3968    Schlichting, James                                      400          $1,379.00
 542    Schon, Matt J.                                        1,000          $9,600.00
3552    Schroeder, Lee (c)                                      400          $3,300.00
3773    Schultz, Mary K                                         100            $737.50
1079    Schumann, James E. (a)                                1,700          $8,724.80
4030    Schuster, Leo A.                                        100            $625.00
 638    Schwartz, Jane E. & Amy C.                              500          $1,432.50
 615    Schwartz, Jennifer L.                                   500          $1,432.50
 394    Schwei, Robert M.                                     1,000          $8,884.91
 328    Schweizer, Frank                                        100            $835.00 
 680    Seichter, Myra M.                                       185          $1,986.25
1670    Shank, David W.                                         200            $790.35
1671    Shank, David W.                                         300          $1,950.00
 348    Sharp, Richard P.                                     1,000          $8,625.00
3573    Shatto, Kirk A.                                       5,000              $0.00                          $0.00
1476    Shea, Doris B.                                          100          $1,262.50
 906    Sheaffer, William O. & Doreene S.                     4,400          $4,767.08
1449    Shearhouse, Richard E. & S. Gale                        500          $3,500.00
2489    Sheda, Anthony & Paulette (b)                         5,440         $18,639.00
1171    Sheldon, A. Penn                                        300            $900.00
1997    Sherman, David Herschel                                  11            $132.00
1998    Sherman, Graham D.                                       11            $132.00
1996    Sherman, Jon W.                                          11            $132.00
1999    Sherman, Oleta B. *DISPUTED*                             48              $0.00 
                                                                            *DISPUTED*
2000    Sherman, Oleta B.  *DISPUTED*                            57              $0.00 
                                                                            *DISPUTED*
2001    Sherman, Oleta B. *DISPUTED*                             54              $0.00 
                                                                            *DISPUTED*
2524    Shirey, William J.                                      100          $1,012.50
 748    Shirley Building Partnership                            100          $1,222.61
1298    Short, Robert R. (Trustee for 
           Family Trust)                                        100            $400.00
1299    Short, Robert R. (Trustee for 
           Family Trust)                                         54          $1,000.00
 547    Siedler, Thomas A. (IRA)                                500          $1,892.50
 455    Silcox, Carrie E.                                         5             $60.00
 751    Silks, John M.                                          300          $3,065.00
2154    Sillers, John S. & MaryLou                            1,000          $6,125.00
 368    Silverman, Orlin E.                                     200          $2,500.00
4494    Simmons, Jim (b)                                        100          $1,275.00
 628    Simon, Vincent S.                                     2,000         $20,495.16
 878    Simone, Jack L.                                         100            $854.00
3410    Simons, Robert A.                                       800          $7,727.85
3411    Simons, Susan J.                                        300          $2,400.00
 889    Sisters of Mercy of the Holy Cross                      200          $1,250.00
3684    Sjursen, Darlyn                                         100            $713.00
2969    Skoglund, Lawrence J.                                   100          $1,250.00
1502    Slosberg, Bernard & Florence                            600          $5,098.60
1358    Sloup, Lori A.                                           80            $600.00
1357    Sloup, Stephen L.                                        80            $600.00
2073    Slusser, William R. & Eleanor L.                        500          $5,011.66
3476    Smiley, Richard M. & Beryl J.                           400              $0.00                          $0.00
3477    Smiley, Richard M. & Beryl J.                           250          $2,691.75
3478    Smiley, Richard M. & Beryl J.                           100            $587.50
3479    Smiley, Richard M. & Beryl J.                           100            $376.50
2384    Smith, Alan                                             100            $425.00
1016    Smith, Alan Paul                                        100            $425.00
1255    Smith, Frank L.                                          25            $162.50
1251    Smith, Jeanne C.                                         66            $429.00
 825    Smith, John Charles                                      14            $299.00
3802    Smith, Lawrence L. & Karen L.                         1,000          $8,812.50
3483    Smith, Redd H. & Janet B.                               200          $1,270.60
4287    Smith, Richard E. Jr. & Allison W.                      100          $1,000.00
2209    Snider, Jack R                                          350          $3,465.00 
 591    Snyder, John (a)                                        100            $275.00
 591    Snyder, John (b)                                        400              $0.00                          $0.00
 985    Socha, Jr., Stanley J & Carol H                         179          $1,168.75
1674    Soffe, V.C. & Sons, Inc.                              1,903         $35,000.00
2212    Solfelt, Jody Ann                                       200          $2,500.00
2213    Solfelt, Robert J                                       200          $2,500.00
 808    Sound Truck Equipment, PSP                            2,000         $13,616.00
3439    Spangler, Robert H.                                     500          $1,814.85
1584    Sparr, Nels Clifford (Revocable TR)                   4,000         $13,292.35
 560    Speidell, Nello J.                                      200          $1,625.00
 708    Springan Inc.                                           100            $537.50
3866    Spry, Ruthagene I.                                       11            $132.00
1865    Squire, George V.                                     2,000         $10,961.70
 511    St. Hilaire, Raymond J. & Gloria M.                     200          $2,587.50
3937    Stack, Gary M.                                          100          $1,250.00
3936    Stack, Susan B. Cation                                  100          $1,250.00
 376    Stamp, Dean B.                                          400          $1,187.50
1629    Stanford, Martin S.                                     500          $4,585.20
3723    Stapleton, David J.                                   1,000         $11,850.50
1002    Starup, J. Douglas                                      200          $2,825.00
3743    Stauffer, Melvin J                                      270          $2,637.75
1665    Steele, Everett E                                       300          $1,200.00
 303    Steele, Paul E.                                       1,000          $3,708.35
2125    Steele, Scott P.                                        300          $1,912.50
2003    Steffen, Frederick Allen                                100            $875.00
 557    Stein, Frank                                             92          $1,104.00
3091    Stepanek, Steven H. (b)                                 500          $2,156.25
3091    Stepanek, Steven H. (c)                               2,000              $0.00                          $0.00
1627    Steward, Phyllis B.                                     100            $650.00
3409    Stewart, Chuck                                          600          $5,325.00
3655    Stewart, Kevin B.                                       100            $450.00
 903    Stieber, James A. & Henrietta                           100          $1,100.00
 583    Stoecker, Vern & Muriel                               1,000          $3,919.45 
3408    Stone, Arch D.                                        1,100         $13,716.00
 383    Stone, Harry A.                                       3,000          $9,567.00
 655    Stordock, Dolores A.                                    100            $900.00
2226    Stordock, Pavim                                         200          $1,500.00
4317    Storti, P. Fred                                         100            $900.00
 911    Straley, Kathy (a)                                    2,000         $20,125.00
3932    Strandberg, Peter B.                                  1,000          $8,250.00
 355    Strege, Melvin A.                                       200          $2,643.98 
1056    Stroble, Donald L. & Kenneth A.                       2,000         $24,523.90
1514    Stroble, Merton & Carol                               2,000         $24,523.90
 459    Struble, Helen E.                                       400          $2,911.17
2311    Struhs, Barbara A.                                      400          $1,775.00
3316    Strung, Jon                                             100          $1,350.00
 781    Stuart, Roger K. *DISPUTED*                             547         $10,125.00 
                                                                            *DISPUTED*
3407    Sturdevant, Linda                                       400          $2,634.00
 687    Sturges, Jonathan T.                                    100            $677.00
2473    Sturgis, Robert E. *DISPUTED*                         2,600              $0.00 
                                                                            *DISPUTED*
1318    Sueoka, Mary Louise                                      11            $200.00
3208    Suess, Robert C. & Helen                              5,000         $43,000.00
2558    Sukut, Darwin L.                                        100            $789.00
 978    Sullivan, Paul R & Kathleen M                         1,000          $6,480.00
2178    Sun Trust Bank Augusta, NA                              400          $2,125.00
3198    Sundberg, Richard                                       500          $4,250.00
4279    Swaney, William & Wilma (b) *DISPUTED*                                   $0.00 
                                                                            *DISPUTED*
3879    Swaney, William I. & Wilma E. 
           *DISPUTED*                                                            $0.00 
                                                                            *DISPUTED*
 443    Swaney, William I. & Wilma E.                           
           *DISPUTED*                                           300          $4,237.50 
                                                                            *DISPUTED*
3878    Swift, Patrick L.                                       100            $800.00
2572    Szalewski, Gregory V. & Karen L.                        100            $800.00
 570    Talley, Rodney W.                                        54          $1,885.08
1467    Tallman, William R., Sr.                                100            $730.00
1591    Tangaro, June                                            54            $562.50
1984    Tannous, Jamil                                          200            $950.00
 933    Taras, Chester F. Sr.                                   100            $562.50
3075    Tario, Gregory James                                    100            $812.50
2509    Thill, Brian                                            150          $2,062.50
 567    Thomas, Joan                                            200            $750.00
1023    Thomas, Marian E.                                       200          $1,248.18
1024    Thomas, Marian E. (Louis E. 
           Thomas, Deceased)                                    200          $2,573.98
1025    Thomas, Marian E. (Louis E. 
           Thomas, Deceased)                                    200          $2,775.00
1026    Thomas, Marian E. (Louis E. 
           Thomas, Deceased)                                    200          $2,525.00
1020    Thompson, Kent C.                                       400          $1,905.35
1019    Thompson, Kent C. DDS, Inc.                             200          $2,098.45
1018    Thompson, Kent C. TTEE Living Trust                     135              $0.00
4308    Thompson, Lucy B.                                       100            $875.00
1145    Thompson, Ronald O.                                     100            $253.00
3000    Thorp, Paul E.                                          100            $725.00
4416    Thuwaini, Haitham                                    60,000              $0.00                          $0.00
1948    Toenjes, Richard D. & Barbara M.                        100          $1,412.50
 803    Tolman, Leon M.                                         416          $3,986.76
1589    Toman, Peter (a)                                      4,000              $0.00                          
2038    Toolen, John F.                                          30            $300.00
1193    Tootalian, Louise & S. Sam                            2,000          $5,684.61
3745    Totorica, Gloria                                        200          $1,850.00
1596    Touchette, George F                                   5,000              $0.00                          $0.00
3406    Trammel, Leroy O. & Maxine H. (b)                     3,120         $21,882.35
4554    Trans Corp., Inc. (a)                                42,500        $114,414.83
4554    Trans Corp., Inc. (b)                                90,000              $0.00                          $0.00
1534    Traughber, Paul                                         200          $1,900.00
 364    Travis, James A.                                        250          $2,000.00
 413    Tucker, Andrew S.                                       500          $3,005.88
1638    Tucker, Rebecca H.                                      200          $1,562.50
3073    Tullis, Patricia H.                                     100            $725.00
 926    Turcotte, Clifford & Aurelia                            400          $3,050.00
2328    Underwood, James A. Jr.                                 200          $2,500.00
3404    Union Park Methodist Scholarship Fund                   500          $4,625.00
3405    Union Park Methodist VJ Fund                          1,000          $9,250.00
3403    Union Park Methodist Wills Acct                       1,000          $8,176.76
4041    Urschitz, Bette M                                     1,000              $0.00                          $0.00
1125    Utah Symphony                                           200          $2,025.00
1112    Vaklyes, Edmond J. Jr.                                  400          $3,500.00
 371    Valentine, Bruce                                        300          $2,200.00
 338    Valpey, Raymond W. M.D.                               1,000          $8,000.00
 643    Van Amringe, Jon E.                                     900          $4,571.52
 373    Van Pelt, Tunis C. & Sheryl S.                          200          $2,500.00
 437    Van Soelen, Robert                                      100          $1,250.00
2342    Varga, Grace E.                                         200          $1,575.00
2343    Varga, Stephen A.                                       300          $2,362.50
2990    Ventura, Anthony L.                                     200            $850.00
 743    Verticchio, David                                     1,000          $6,355.00
3733    Vieburg, James S                                      4,400         $35,875.00
3401    Vigen, David C. (b)                                     200            $550.00
4144    Virgili, John A.                                      1,000          $2,340.00
 617    Vogel, Helen L.                                         100            $900.00
3400    Vogen, Barbra D.                                      1,425         $13,162.50
3398    Vogen, Clifford S.                                      350          $3,281.25
3399    Vogen, Clifford S. & Barbra D.                        1,200         $11,337.50
1746    Von Der Ahe, Wilfred L., Jr.                          7,625              $0.00                          $0.00
2933    Von Weiland, John C.                                    150            $999.06
1038    Vos, Ralph R. & Agnes R.                                400          $2,425.55
4538    Votava, Rita A. (b)                                     100          $1,150.00
4552    Vuksinick, Louis M.                                     270          $1,923.75
 732    Waddell, Gordon K.                                      230            $953.75
 611    Wade, Nate *DISPUTED*                                   657          $5,282.00 
                                                                            *DISPUTED*
3021    Waechter, Thomas A.                                     300          $1,087.50
3289    Wagner, Dennis & Judith                                 800          $4,725.00
1630    Wagner, William S. & Paricia A.                         300          $2,362.51
 766    Waldemar P. Schmitz Trust                             2,400          $8,020.03
4443    Walling, Greg T.                                        300          $2,700.00
2312    Wang, Shin Ho                                           300          $1,875.00
 462    Wanzer, Edna *DISPUTED*                                 811              $0.00 
                                                                            *DISPUTED*
1312    Ward, H. Stan                                           600          $3,984.20
1356    Ward, Judith K.                                         500          $4,293.25
4350    Wardley, Naomi & Wagner, Pat                            206          $2,460.00
1239    Warpehoski, Jerome E                                    100          $1,250.00
 409    Wasserman, David S.                                   1,000          $7,620.00
 620    Watanabe, Shoji                                         200          $1,154.00
3863    Weber, Donald L.                                        200          $2,725.00
2308    Weesner, John D.                                      3,100         $11,017.17
2929    Weiland, Robert James (b)                               300              $0.00                          $0.00
 435    Weingartner, Gerard J.                                  100            $875.00
4021    Weinstock, William & Pamela F                           300          $1,524.81
1931    Wells,  Ralph E. Jr.                                    240          $3,090.00
1309    Welte, Richard F.                                     1,000          $9,225.00
2604    Welton, Herbert A. (a)                                  200          $2,500.00
1289    Werner, Ewhen & Helena                                  500              $0.00                          $0.00
 438    Wernert, Robert P.                                    5,000              $0.00                          $0.00
 633    Weymouth, James L. & Roberta S. (b)                   9,400         $57,057.10
 824    Whalen, Harry F. & Hilda P. (d)                       1,000          $2,460.88
3847    Whalen, Robert J.                                       100          $1,262.50
1719    Whealen, Paul N. & Mary Jo                            3,000         $23,500.00
3371    Whipple, Virginia L. (b)                              1,100          $7,850.00
1831    White, Ana Josefina Aranno                            1,000         $13,390.76
1583    White, Donald L & Nancy S                               800          $9,122.65
 616    White, Marvin A.                                        200          $2,500.00
1832    White, Robert Pringle                                 4,000         $24,573.14
1899    Whitedove, Theresa  formerly 
           Theresa Berry                                     15,000              $0.00                          $0.00
 424    Whiting, Betty L.                                       500          $6,250.00
3227    Wickesser, Margo Mary                                   300          $2,700.00
 877    Wiese, Robert D.                                      1,000          $3,700.00
 454    Wilcox Ralph L.                                         100            $808.25
1966    Wilking, James H.                                     2,000          $7,662.30
1471    Williams, Charles R. & Colette                           76            $521.25
1137    Williams, Charles T.                                    500          $3,392.50
1138    Williams, Charles T. IRA                                500          $3,392.50
4542    Williams, Dan R.                                        340          $4,250.00
3990    Willis, David L.                                        100            $900.00
2544    Willmann, Carl V.                                       295          $2,459.38
1978    Wilson, Martin D. & Diane D.                            400          $1,600.00
 886    Wilton Savings Bank (Trustee) (b)                       400          $3,100.00
1552    Wineman, Edward S & Helen S                           2,000         $14,104.00
3653    Wisneski, Janet                                         100            $542.50
2464    Wohlwend, Marcia & Steven                             2,550         $27,943.75
3251    Witwer, Todd L.                                         350          $3,655.13
1282    Wojcik, Michael J.                                      100            $288.00
3359    Wolf, Melvin (a)                                      2,500         $11,250.00
1206    Wolfe, Barney G. & Arla                                 500          $4,262.50
3031    Wolfe, Samuel                                           300          $1,987.30
2992    Woodruff, E. Kelani                                     200          $1,650.00
2930    Woods,  John Dr. Trustee fbo Anesthesia 
           Associates of Westerville Prof.                      500          $3,239.58
 346    Workman, John H. & Ruth A.                            2,000         $15,625.00
2113    Worthen, Michael J. & Dea L.                             54            $648.00
 596    Wu, Nancy L.                                            500          $2,000.00
 579    Wu, Shih-Chung                                        1,000          $4,750.00
1005    Wurzburg, Sid                                           200            $994.00
2315    Wynn, Tim *DISPUTED*                                                     $0.00
                                                                            *DISPUTED*
 574    Wynn, Timothy D.                                        700          $9,485.00
1603    Yallaly, Jules G                                         75            $665.13
1844    Yoder, Earl M.                                       20,000              $0.00                          $0.00
1995    Yokum, Lee (a)                                        3,800         $24,175.00
3457    Young, Grant L. IRA (Raymond 
           James & Assoc)                                       100            $862.50
 777    Zanzig, William N. & Patricia T.                      1,200          $5,738.02
3363    Zeiger, Robert                                          233          $1,574.50
3920    Zenchak, Jonna R. Wickesser                             300          $2,700.00
1545    Zepp, Timothy M                                         800          $2,825.00
3020    Zormier, Cloud L.                                       200          $1,975.00

                    TOTAL:                                3,032,699      $7,587,223.82    
</TABLE>

- ---------------
A    Claim has been assigned to Access Capital.
B    Claim has been assigned to Argo Partners.
C    Claim has been assigned to Comac International NV
D    Claim has been assigned to Debt Acquisition Company of America
E    Claim has been assigned to Comac Partners LPE
F    Claim has been assigned to Riverside Contracting Corporation
G    Claim has been assigned to Credit Research
H    Claim has been assigned to KIA Factors
I    Claim has been assigned to BP Investment Recovery Partners
J    Claim has been assigned to NationsBanc Montgomery Securities



                         PLAN (AMENDED) EXHIBIT "J

         Form of Promissory Notes Referred to in Article 4.4 of Plan
                              (Attached)

<PAGE>

                          PROMISSORY NOTE
       (Halcyon/Alan B. Slifka Management Company L.L.C., 
         and Halcyon Offshore Management Company L.L.C.)

[Up to $1,625,000.00]                                      , 1998
                                             --------------
                                             Salt Lake City, Utah


     FOR VALUE RECEIVED, the undersigned, Bonneville Pacific 
Corporation  ("Borrower"), a Delaware corporation and a reorganized 
debtor pursuant to the terms of a Chapter 11 Plan (the "Plan") 
confirmed by an Order entered on           , 1998 in the Borrower's 
bankruptcy case (Bankruptcy No. 91A-27701 in the United States 
Bankruptcy Court for the District of Utah, Central Division) 
promises to pay to the order of Halcyon/Alan B. Slifka Management 
Company L.L.C., and Halcyon Offshore Management Company L.L.C. 
(collectively, "Lenders"), or Lenders' assignee, as follows: 

     1.   PRINCIPAL AMOUNT.  The principal amount of this Note is 
[UP TO ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( 
$1,625,000.00)].

     2.   INTEREST.  Interest shall accrue on the unpaid principal 
balance of this Note at the rate of ten percent (10%) per annum 
beginning on the day following the Distribution Date as set forth 
in the Plan.

     3.   PAYMENTS. All principal and all interest which accrues 
thereon shall be due and payable one (1) year after the 
Distribution Date as set forth in the Plan. No interim payments of 
interest or principal are required.

     4.   PREPAYMENTS.  This Note may be prepaid in part or in full 
at any time without penalty.  Each payment shall be applied first 
to accrued interest and the balance to the reduction of principal. 
 
     5.   PLACE OF PAYMENT.  All payments required under this Note 
shall be made to the following address unless the Lenders give 
written instructions to the Borrower to change the place of 
payment:

             Halcyon/Alan B. Slifka Management Company L.L.C., 
             and Halcyon Offshore Management Company L.L.C.
             Attn: John Bader
             477 Madison Avenue
             New York, NY 10022-4702

     6.   CHAPTER 11 PLAN.  This Note is made pursuant to Article 
4.4 of the Plan (the terms of which are incorporated herein by this 
reference).

<PAGE>

     7.   UNSECURED.  This Note is unsecured.  During the period in 
which any of this Note remains unpaid, the Borrower (but not its 
subsidiaries or affiliates) may not incur debt except trade debt in 
the ordinary course of the Borrower's business.

     8.   JURISDICTION AND VENUE.  Any action to collect on this 
note may be commenced only in the United States Bankruptcy Court 
for the District of Utah.

     9.   GOVERNING LAW.  The substantive laws of Utah and, to the 
extent applicable, the United States Bankruptcy Code, shall govern 
the validity, construction, enforcement, and interpretation of this 
Note.

     Dated this    day of           , 1998.

                                BONNEVILLE PACIFIC CORPORATION, 
                                a  Delaware corporation 

                                By:
                                Its: 

<PAGE>

PROMISSORY NOTE
(Comac Partners L.P.)


[Up to $1,625,000.00]                                      , 1998
                                             --------------
                                             Salt Lake City, Utah


     FOR VALUE RECEIVED, the undersigned, Bonneville Pacific 
Corporation  ("Borrower"), a Delaware corporation and a reorganized 
debtor pursuant to the terms of a Chapter 11 Plan (the "Plan") 
confirmed by an Order entered on           , 1998 in the Borrower's 
bankruptcy case (Bankruptcy No. 91A-27701 in the United States 
Bankruptcy Court for the District of Utah, Central Division) 
promises to pay to the order of Comac Partners L.P. ("Lender"), 
or Lender's assignee, as follows: 

     7.   PRINCIPAL AMOUNT.  The principal amount of this Note is 
[UP TO ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( 
$1,625,000.00)].

     8.   INTEREST.  Interest shall accrue on the unpaid principal 
balance of this Note at the rate of ten percent (10%) per annum 
beginning on the day following the Distribution Date as set forth 
in the Plan.

     9.   PAYMENTS. All principal and all interest which accrues 
thereon shall be due and payable one (1) year after the 
Distribution Date as set forth in the Plan. No interim payments of 
interest or principal are required.

     10.  PREPAYMENTS.  This Note may be prepaid in part or in full 
at any time without penalty.  Each payment shall be applied first 
to accrued interest and the balance to the reduction of principal. 
 
     11.   PLACE OF PAYMENT.  All payments required under this Note 
shall be made to the following address unless the Lender gives 
written instructions to the Borrower to change the place of 
payment:

                    Comac Partners L.P.
                    Attn: Paul Coughlin
                    10 Glenville St., 3rd Floor
                    Greenwich, CT 06831

     12.  CHAPTER 11 PLAN.  This Note is made pursuant to Article 
4.4 of the Plan (the terms of which are incorporated herein by this 
reference).

     7.   UNSECURED.  This Note is unsecured.  During the period in 
which any of this Note remains unpaid, the Borrower (but not its 
subsidiaries or affiliates) may not incur debt except trade debt in 
the ordinary course of the Borrower's business.

     8.   JURISDICTION AND VENUE.  Any action to collect on this 
note may be commenced only
 in the United States Bankruptcy Court for the District of Utah.

     9.   GOVERNING LAW.  The substantive laws of Utah and, to the 
extent applicable, the United States Bankruptcy Code, shall govern 
the validity, construction, enforcement, and interpretation of this 
Note.

     Dated this     day of           , 1998.

                                 BONNEVILLE PACIFIC CORPORATION, 
                                 a  Delaware corporation 

                                 By:
                                 Its:

<PAGE>

                      PLAN (AMENDED) EXHIBIT "K"

               [This Exhibit is Intentionally Left Blank]


                  DISCLOSURE STATEMENT (AMENDED) EXHIBIT "2"

              Valuation By Bear Stearns & Co., Inc. Concerning
                 Estimated Value of the Debtor's and Its
                    Subsidiaries' Operating Businesses

<PAGE>


                                   VALUATION

      The Trustee has been advised by Bear,  Stearns & Co. Inc. ("Bear Stearns")
with respect to the value of the  Debtor's  constituent  businesses:  Bonneville
Pacific Services  Corporation  ("BPSC"),  Bonneville Fuels Corp.  ("BFC"), a 50%
interest  in  Nevada  Cogeneration  Associates  # 1 ("NCA # 1") and the  Kyocera
cogeneration  project ("Kyocera") in San Diego,  California  (collectively,  the
"Businesses").  The range of values (which includes the present value of certain
estimated  future tax  benefits)  was  estimated (as of January 1, 1998) by Bear
Stearns as set forth below:

($ in millions)
As of 1/1/98


                                                     VALUE RANGE
                     Segment                       Low         High
        ====================================== =========== ===========
        50% Interest in NCA # 1                   $37.0       $42.0
        BFC                                        16.0        20.0
        BPSC                                        5.5         6.0
        Kyocera                                     1.4         1.7
        Corporate Overhead                         (7.8)       (6.4)
        ====================================== =========== ===========
              Enterprise Value                    $52.3       $63.3
        NOL                                         3.0         3.0
        ====================================== =========== ===========
              Adjusted Enterprise Value           $55.1      $66.3


The foregoing  valuation  reflects a number of  assumptions  and other  factors,
including,  among other  things,  the  forecasts  reflected  in the  projections
provided to Bear Stearns by the Debtor's  management (the "Projections") and the
availability of certain net operating loss tax carry forwards. In addition, Bear
Stearns assumed that: (i) the Debtor continues to own a 50% partnership interest
in NCA # 1 and that all existing  NCA # 1  contractual  relationships  remain in
place;  (ii) BFC operates in a "blowdown" mode in which it runs off its existing
reserves  and  engages  in  no  significant   new   exploration  or  development
activities;  (iii) BPSC continues to provide operations and maintenance services
to the Garnet Valley and Black Mountain projects in accordance with the terms of
the existing  Operations & Maintenance  Agreements  (with a 50% reduction in the
operating fees thereunder after year ten); and (iv) Kyocera continues to operate
under the terms of the existing  energy supply  agreement with Kyocera  America,
Inc., as amended. Bear Stearns also considered, among other things, developments
relating to the  settlement  of  curtailment  issues  between NCA # 1 and Nevada
Power Company and recent acquisitions by BPSC.




<PAGE>



      In  preparing a range of  estimated  values,  Bear  Stearns:  (a) received
certain historical financial information regarding the Businesses,  (b) received
certain internal  financial and operating data of the Businesses,  including the
Projections,  (c) met with certain members of senior management of the Debtor to
discuss  the  Businesses'  operations  and  prospects,   (d)  reviewed  publicly
available  financial data and  considered the market values of public  companies
that Bear Stearns deemed  generally  comparable to the Businesses,  (e) reviewed
the financial terms, to the extent publicly available,  of certain  acquisitions
of companies  that Bear Stearns  deemed  generally  comparable to certain of the
Businesses,  (g) visited  certain  facilities  owned by the  Businesses  and (h)
reviewed  certain  analyses  prepared by other firms  retained by the Debtor and
conducted such other analyses as Bear Stearns deemed appropriate.  Although Bear
Stearns conducted a review and analysis of the Businesses'  operating assets and
liabilities, and business plans, Bear Stearns assumed and relied on the accuracy
and completeness of all: (i) financial and other information  furnished to it by
the Debtor and by other firms retained by the Debtor and (ii) publicly available
information.  In  addition,  Bear  Stearns  did  not  independently  verify  the
assumptions underlying the Projections in connection with such valuation, and no
independent  evaluations  or  appraisals  of the assets of the  Businesses  were
sought or were obtained in connection  with such  valuation,  and no independent
evaluations  or appraisals of the assets of the  Businesses  were sought or were
obtained  in  connection  therewith.  In valuing  the net  operating  loss carry
forwards  estimated  to be  generated  by  payments to certain  stakeholders  in
connection with the Debtor's  reorganization  (the "NOL"),  Bear Stearns assumed
(as per advice of the  Trustee's  tax  counsel)  and (i) pending  resolution  of
certain  factual and legal  questions,  approximately  $1 million of NOL will be
available  for  utilization  each  year and (ii) the  useful  life of the NOL is
twenty years.

      Estimates  of  value  do  not  purport  to  be  appraisals,  nor  do  they
necessarily reflect the values that might be realized if assets were to be sold.
The  estimates  of value  prepared  by Bear  Stearns  assumes  that  the  Debtor
continues as the owner and operator of the  Businesses  and their  assets.  Such
estimates were developed  solely for purpose of formulation and negotiation of a
plan of reorganization and analysis of implied relative  recoveries to creditors
thereunder.  Such estimates  reflect  computations of the estimated value of the
Businesses  through the application of various  valuation  techniques and do not
purport to reflect or constitute appraisals, liquidation values, or estimates of
the actual market value that may be realized  through the sale of any securities
to be issued pursuant to the Plan, which may be significantly different from the
amounts  set forth  herein.  The value of an  operating  business  is subject to
uncertainties and contingencies that are difficult to predict and will fluctuate
with changes in factors affecting the financial conditions and prospects of such
a business. As a result, the estimate of the range of values set forth herein is
not necessarily  indicative of actual outcomes,  which may be significantly more
or less  favorable  than those set forth  herein.  Because  such  estimates  are
inherently  subject to  uncertainties,  neither the  Trustee,  the Debtor,  Bear
Stearns,  nor any  other  person  assumes  responsibility  for  their  accuracy.
Depending  on the  results  of the  Businesses'  operations  or  changes  in the
financial markets, the range of values for the Businesses as of the Confirmation
Date may differ from that disclosed herein.

      In  addition,  the  valuation  of  newly-issued  securities  is subject to
additional  uncertainties  and  contingencies,  all of which  are  difficult  to
predict.  Actual market prices of such  securities at issuance will depend upon,
among other  things,  prevailing  interest  rates,  conditions  in the financial
markets, the anticipated initial  securities-holding  of prepetition  creditors,
some of whom may prefer


<PAGE>


to liquidate  their  investment  rather than hold it on a long-term  basis,  and
other factors that generally  influence the prices of securities.  Actual market
prices of such  securities  may also be  affected  by the  Debtor's  history  in
Chapter  11 or by other  factors  not  possible  to  predict.  Accordingly,  the
foregoing  estimated range of values does not necessarily reflect and should not
be  constructed  as  reflecting,  values  that will be attained in the public or
private markets. The estimated range of value does not purport to be an estimate
of the post-reorganization market trading value of securities issued pursuant to
the Plan.  Such trading value may be materially  different from the value ranges
disclosed herein.  Indeed,  there can be no assurance that a trading market will
develop for any of the securities issued pursuant to the Plan.









                  DISCLOSURE STATEMENT (AMENDED) EXHIBIT "3"

                        Business Plan Prepared by
                          Current Management

<PAGE>


                                     BUSINESS PLAN 


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








                                     Bonneville
                                         Pacific 
                                            Corporation













                                              50 West Broadway, Suite 300
                                                Salt Lake City, UT  84101

<PAGE>

                            TABLE OF CONTENTS

DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . .   i

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .  ii

BUSINESS PLAN

     Introduction. . . . . . . . . . . . . . . . . . . . . . . .   1
     Mission . . . . . . . . . . . . . . . . . . .  . . . . . ..   2
     Synergy . . . . . . . . . . . . . . . . . . . . . . . . . .   7
     Key Success Factors . . . . . . . . . . . . . . . . . . . .   8
     Future Value of the Company . . . . . . . . . . . . . . . .  11
     Management and Organization of BPC. . . . . . . . . . . . .  11

OIL & GAS

     Company Description	. . . . . . . . . . . . . . . . . . . .  13
     Mission	. . . . . . . . . . . . . . . . . . . . . . . . . .  13
     Industry Analysis. . . . . . . . . . . . . . . . . . . . .  14
     Strategy . . . . . . . . . . . . . . . . . . . . . . . . .  15
     The Competition. . . . . . . . . . . . . . . . . . . . . .  18
     Operations . . . . . . . . . . . . . . . . . . . . . . . .  19
     Management and Organization. . . . . . . . . . . . . . . .  24
     Risk Factors . . . . . . . . . . . . . . . . . . . . . . .  25

POWER GENERATION

     Electric Power Generation. . . . . . . . . . . . . . . . .  30
     Power Generation Goals . . . . . . . . . . . . . . . . . .  31
     Industry History & Analysis. . . . . . . . . . . . . . . .  31
     The Target Market. . . . . . . . . . . . . . . . . . . . .  32
     Strategy . . . . . . . . . . . . . . . . . . . . . . . . .  33
     Development. . . . . . . . . . . . . . . . . . . . . . . .  34
     The Competition. . . . . . . . . . . . . . . . . . . . . .  35
     Power Generation Assets. . . . . . . . . . . . . . . . . .  37
     Risk Factors . . . . . . . . . . . . . . . . . . . . . . .  45

APPENDIX

     Table 2 "Historical View - Sources of Cash". . . . . . . .   i
     Table 2a "Projected - Sources of Cash" . . . . . . . . . .  ii
     Tables 2(b-d) Source Numbers for Tables 1(a-d) . . . . . . . iii
     Power Project Assumptions. . . . . . . . . . . . . . . . . .  iv
     Corporate Entities . . . . . . . . . . . . . . . . . . . . .   v
     Definitions. . . . . . . . . . . . . . . . . . . . . . . . .  vi
     Resumes. . . . . . . . . . . . . . . . . . . . . . . . . . .   x

<PAGE>	

     This Business Plan prepared by current management, the 
Disclosure Statement and the Plan, including the information 
incorporated by reference therein, contain various forward-
looking statements and information that are based on current 
management's beliefs and assumptions, as well as information now 
available to current management.  Without limiting the generality 
of the foregoing, the words "believe," "anticipate," "intend", 
"estimate," "project", "expect" and similar expressions, as sometimes 
used in the Business Plan, Disclosure Statement or the Plan, are 
intended to identify forward-looking statements.  All forward-looking 
statements and information in this Business Plan, the Disclosure 
Statement and the Plan are forward-looking statements within the 
meaning of Section 27A of the Securities Act and Section 21E of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 
are intended to be covered by the safe harbors created thereby.  
Claimants, equity holders and other readers are cautioned that all 
forward-looking statements involve risks and uncertainties including, 
without limitation, the factors set forth under the caption "Risk 
Factors" in this Business Plan and the Disclosure Statement.  
Although current management believes that the assumptions underlying 
the forward-looking statements contained in this Business Plan, 
Disclosure Statement or the Plan are reasonable, any of the assumptions 
could be inaccurate, and therefore there can be no assurance that such 
forward-looking statements will prove to be accurate.  In light of the 
significant uncertainties inherent in such forward-looking statements, 
the inclusion of such information should not be regarded as a 
representation by the Debtor, the Estate, the Trustee, the Trustee's 
Professionals, the Reorganized Debtor, current management or any other 
person that the objectives and plans of the Reorganized Debtor will be 
achieved.

     THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE 
DEBTOR OR ITS OPERATING SUBSIDIARIES.  THE BUSINESS PLAN REFLECTS THE 
TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE 
OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF CURRENT MANAGEMENT 
WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE REORGANIZED 
DEBTOR.  HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION 
IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS.  ACCORDINGLY, 
SUCH INDEPENDENT BOARD, IN THE EXERCISE OF ITS BUSINESS JUDGMENT, MAY 
CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS OF CURRENT MANAGEMENT AND 
THEREFORE THE FUTURE BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR 
MAY DIFFER SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATIONS 
DISCUSSED IN THIS BUSINESS PLAN.

                                                                   Page I

<PAGE>

                             OVERVIEW

Bonneville Pacific Corporation, "Bonneville or BPC", is in the energy 
business.  The energy industry is changing and Bonneville believes 
that economic opportunities come from change.  Existing knowledge, 
stable future cash flows and the ability to quickly respond to 
change give Bonneville an advantage as the Company pursues growth.

The Company's vision is to establish itself as a valued industry 
partner by providing solutions to energy needs through development of 
oil and gas reserves and electrical generating facilities.  
Bonneville intends to succeed in the changing energy market by 
providing supply and management of energy needs and establishing the 
Company in the energy management business.

Bonneville is an independent energy producer focused on maximizing
returns on invested capital by investing in and operating energy-
related assets.  The size of the Company allows it to focus on 
smaller projects and still realize attractive rates of return on 
invested capital.

Because of the diversity of both the Company's experience and 
opportunities, the Company believes that it is able to provide 
investors an avenue to own a portfolio of energy related assets that 
are expected to generate positive cash flow with the objective of 
reinvesting 100% of cash flow into energy related opportunities.

Bonneville is in the oil and gas business, and intends to continue 
to develop existing productive assets and focus on developing oil 
and gas production capabilities.  Bonneville will utilize its 
existing geologic knowledge base to prospect for oil and gas in 
promising areas.  Bonneville expects to increase oil and gas 
production by targeting, through the use of advanced technologies, 
older reservoir basins where reserves may have been overlooked.  The 
Company expects to direct the bulk of its capital investment over 
the next two years into oil and gas production assets.

Bonneville is also in the power business.  Its primary power asset 
produces stable cash flow from a long-term power sales contract.  
Bonneville believes the greatest opportunities in power development  
for the Company currently exist in Mexico.  Changes in Mexican 
regulation now allow independent projects to be developed.  Growth in 
power demand as the economy develops and the lack of internal 
resources creates an environment where Mexico welcomes this type of 
development.  The need is particularly great in the emerging 
industrial sector.  The Company's size is suited to developing small 
cogeneration facilities at industrial sites in Mexico.

The synergy that exists between Bonneville's operating assets and 
employee resources provide Bonneville with a unique competitive 
advantage.  The changes coming to electric retail competition in the 
U.S. are expected to create new opportunities to maximize the value 
of existing assets using the Company's operating and marketing 
knowledge.  Bonneville's participation in both the oil and gas and 
power generation businesses provides Bonneville with an attractive 
range of competing investment opportunities.

Each section of this Business Plan and the Disclosure Statement 
should be read carefully as they contain additional discussion 
about the Company's assets and the risks inherent in the energy 
business.  Readers are cautioned that all forward-looking statements 
involve risks and uncertainties including, without limitation, the 
factors set forth under the caption "Risk Factors" in this Business 
Plan and the Disclosure Statement.  

                                                                   Page ii

<PAGE>

                              BUSINESS PLAN

1.   Introduction

Bonneville Pacific Corporation, hereinafter "Bonneville or BPC", 
and its wholly owned subsidiaries (Bonneville Fuels Corporation and 
Bonneville Pacific Services Company, Inc.), together hereinafter the 
"Company", are diversified energy companies engaged in the energy 
business.  BPC is a Delaware corporation based in Salt Lake City, 
Utah.  The Company is qualified to do business and has operations, 
through either BPC or its subsidiaries, in several western states and 
Mexico.

The Company has activities in the following areas:  

     1)   the exploration for and development of U.S. oil and gas 
          reserves; 
     2)   the ownership and development of power generation 
          facilities; and 
     3)   providing energy related operations and management services.


            Drawing illustrating synergistic relationships here.


        Bonneville Pacific Corporation's Synergistic Relationships

The Company's participation in the industry is typically directed 
through subsidiaries of Bonneville Pacific Corporation.  These 
subsidiaries and their relationships are outlined in this section 
of the Business Plan. The oil and gas production and the power 
generation businesses of the Company are described in greater detail 
in other sections of this document.  An organization chart for the 
Company, with its active subsidiaries, is contained at the end of 
this section.  A listing of the corporate entities and a glossary 
of terms is contained in the Appendix to this Business Plan.  

                                                                   Page 1

<PAGE>

Oil and Gas Production 

     Exploration, development and acquisition of U.S. oil and gas 
properties is conducted through Bonneville Fuels Corporation (BFC), 
a wholly owned subsidiary.  BFC is an oil & gas exploration and 
production company with 25 billion cubic feet equivalent (Bcfe) of 
natural gas and oil reserves in the western United States.  BFC is 
the operator for over 70% of its SEC PV10 value, and operates wells 
in the San Juan and Permian Basins in New Mexico, and the Piceance 
and Uintah Basins in Colorado and Utah and has interests in wells 
in the Permian Basin in Texas and the Mid-Continent Basin in Kansas.

Power Generation 

     The ownership and development of power generation facilities 
occurs in the following companies:

     A.   Bonneville Nevada Corporation (BNC), a wholly owned 
subsidiary, has a 50% ownership interest in the Nevada Cogeneration 
Associates #1 (NCA#1) facility, an 85 megawatt (MW) power 
generation facility located approximately 15 miles northeast of 
Las Vegas, Nevada.

     B.   BPC owns a 100% interest in the Kyocera facility, a 3.2 MW 
power generation facility in San Diego, California.

     C.   Bonneville Pacific Services Company, Inc. (BPS), a wholly 
owned subsidiary, owns a 51% interest in CONAV, a Mexican corporation 
which owns a 4 MW power generation project under construction in 
Navojoa, Sonora, Mexico.  

Fuel and Energy Management Services and Power Project Operation and 
Maintenance. 

     A.   Fuel and energy management services are provided primarily 
to non affiliated parties through Bonneville Fuels Management 
Corporation (BFMgt), a wholly owned subsidiary of BFC. 

     B.   Power generation, operations and maintenance services are 
provided to affiliates and to non-affiliated parties through 
Bonneville Pacific Services Company, Inc. (BPS).

2.   Mission

The Company's mission is to own, develop and acquire, and to operate 
where appropriate, oil and gas reserves, to own, operate, maintain, 
develop and acquire generating capacity, and to manage energy 
requirements for commercial and industrial consumers.  

                                                                   Page 2

<PAGE>

The Company believes that opportunities exist in these business 
areas both in the U.S. and worldwide. The Company recognizes that
opportunities exist for BFC, through current inventories of viable 
locations and available leases, for drilling new wells and 
recompleting existing wellbores.

The demand for competitively priced power, in the U.S. and in Mexico, 
and the deregulation of the power industry now taking place in the 
U.S. and Mexico results in new opportunities for development and 
management of generation assets.  The Company believes that 
opportunities to develop oil and gas reserves and electrical 
generation will allow the Company to invest cash flow from current 
operations, enable the Company to utilize prior net operating losses 
(NOL's), and earn an expected 15% to 25% rate of return on activities 
in which the Company invests.

BPC's objectives are to double the Company's oil and gas reserves and 
more than double net generating capacity and net income to the Company 
by the end of the year 2002.  In order to meet these objectives, BPC 
must:

     -  Invest cash flow from current operations into existing and 
        newly discovered projects
     -  Retain $3.0MM in initial working capital and approximately 
        $3.75MM in additional settlement dollars which are 
        scheduled to be received in 1998.  Most of the settlements 
        are scheduled to be received before the reorganization is 
        likely to take place.
     -  Preserve and utilize the valuable NOL carry forward. 

The Company projects that the benefits from this course of action 
over the next approximately four years will include:

     -  Growing the Company's total cash flow from operations, 
        exclusive of borrowings and settlements, from the 1998 rate 
        of $8.30MM/yr to a rate of $18.84MM/yr  (21.3% compounded 
        annual growth rate)
     -  Increasing Proved Producing oil and gas reserves from 25 
        Bcfe to 46 Bcfe (13% compounded annual growth rate)
     -  Increasing generating assets from 92.2 MWs gross (47.7 MWs 
        Net) to 152.2 MWs gross (107.7 MWs Net ) (22.6% compounded 
        annual growth rate)
     -  Retaining additional cash flow through use of a portion of 
        its NOL

The Company intends to accomplish the above stated goals by 
investing cash flow generated from assets along with prudent 
levels of borrowing into a portfolio of energy related investments 
with an emphasis on building value.  The success of this strategy 
will be demonstrated by the growth of the Company's value as 
reflected by an increase in cash flow and earnings.

The assumptions utilized in the creation of the following chart and 
all of the other charts and tables contained in the Appendix to this 
Business Plan are based on projections and assumptions by the 
management of the Company and contain forward-looking statements.  
There can be no assurance that any future projects will be 
constructed, or that any contracts for additional projects will 
be signed.  The oil and gas section and the development portion of 
the power generation section should be read in their entirety since 
they contain additional information on the assumptions used to 
generate the projections contained in the charts and tables.

                                                                  Page 3

<PAGE>

Tables 1 (a, b, c & d) on pages 5 and 6, show cash sources and 
uses which are currently projected to be generated by the 
reorganized company either through operations or borrowing, and 
available for investment.  Supporting documentation containing 
historical and projected sources and uses of cash can be found 
in the Appendix to this document.  

Table 1 (a) "Reorganized Oil & Gas Sources" shows the expected 
cash sources from existing  producing wells on acreage held by 
BFC, including energy management margins, and cash flow from new 
development on existing acreage plus new activity.  Projected cash 
uses which represent BFC's capital expenditures on development 
drilling, land acquisition, exploratory drilling, debt repayments 
and acquisition costs are shown in Table 1 (b) "Reorganized Oil & 
Gas Uses".

Table 1 (c) "Reorganized Power Cash Sources" shows the expected 
cash sources from the Company's interest in the following existing 
power projects:  NCA#1, Kyocera, and CONAV, a 4 MW cogeneration 
facility in Mexico that is expected to come on-line before the 
reorganization is expected to take place.  This category also 
includes fees to BPS for operation of the existing NCA#1 and NCA#2 
and Kyocera projects.  The "Future Power" category on Table 1 (c) 
shows the projected income and fees from three future projects.  It 
is assumed that the projects will be financed using 50% Equity and 
50% debt. The revenue from future power is net of debt, interest and 
other project related expenses.  The debt is expected to be carried 
on a project-by-project basis and is not included on the following 
table.  Future power also includes projected income to BPS for 
management and operation of additional Cogeneration facilities. 
Table 1 (d) "Reorganized Power Cash Uses" shows the projected uses 
of the revenues generated.  These tables should be read in 
conjunction with Tables 2 (b) and 2(c) contained in the Appendix 
to this document.

                                                                   Page 4

<PAGE>

                                Table 1(a) here
                    Reorganized Oil and Gas Cash Sources ($)




                               Table 1(b) here
                   Reorganized Oil and Gas Cash Uses ($)

                                                                   Page 5
<PAGE>

                              Table 1(c) here
                      Reorganized Power Cash Sources ($)



                            Table 1(d) here
                      Reorganized Power Cash Uses ($)

                                                                   Page 6

<PAGE>

3.   Synergy

The Company's performance is expected to be enhanced by capitalizing 
on the synergy created by being actively involved in the ownership, 
development and operation of oil and gas reserves and power generation 
assets.  Having managers and assets in distinctly different, but 
complimentary, businesses allows the Company to; 1) access 
information that makes the Company more effective in operating the 
core businesses; 2) enjoy a more stable cash flow than non-hedged 
competitors; 3) identify and act upon opportunities that less 
diversified competitors may not yet recognize; and 4) use Company 
assets to seize arbitrage opportunities.  This synergy manifests 
itself in the following ways:

Participating in the oil and gas business provides the Company,  
1) short and long-term producer price expectations; 2) fuel and 
transportation expertise from the wellhead to the burner tip; and 
3) assessment of supply and transportation reliability.  All of 
these skills are critical to the success of new power project 
development and minimizing operating costs for existing power 
operations.

The power generation business provides, 1) alternative marketing 
outlets for oil and gas production which can be converted into, and 
sold as, electricity; 2) potential markets for BFC's oil and gas 
production and commodity marketing services; 3) current information 
on power generation, customer demand and price expectations; and 
4) potential swing demand or supply options during periods where 
sharp price movements in electricity and gas make it economical to 
reduce electrical generation and sell gas on the market or increase 
generation to capture extra value from the conversion of gas into 
electricity.

Owning the type of oil and gas resources that are consumed in the 
power generation business creates a natural hedge.  Since fuel is 
the major component in the cost of producing electricity, a less 
expensive gas supply leads to a greater profit margin from the 
generation of electricity.  During periods when natural gas prices 
are low, a portion of the income lost in natural gas production is 
replaced by increased profits in power generation.  The NCA#1 
facility has the opportunity to enjoy improved operating margins 
during periods of low natural gas prices.  The gas supply contracts 
contain a provision for minimum and maximum purchases.  The maximum 
purchase under the contract provides for the full supply 
requirements of the project.  However, during periods when spot 
gas prices are lower than the gas prices under the long-term 
contracts, the contracts provide the flexibility of allowing the 
project to purchase a portion of their gas supply (approximately 
17%) on the open market at spot gas prices.  This benefits the 
facility by lowering the overall gas cost.  This interdependence 
between gas and electricity provides BPC potential upside and a 
natural hedge against the reduced cash flow that is experienced by 
the oil and gas business during periods of low gas prices.

Oil and gas assets usually provide high levels of initial cash flow 
which decline due to the natural depletion of wells.  Oil and gas 
assets generally exhibit a higher level of pricing volatility. In 
contrast, the power generation facilities owned by the Company are 
long-lived assets that generate a relatively steady and predictable 
cash flow over time. Grouping these assets together tends to stabilize 
cash flow and income, which provides the Company a distinct 
competitive advantage when compared to some other oil and gas 
producers.

The synergy between the Company businesses is further amplified 
through the ability of the managers of the Company to supply specific 
current market information, and therefore provide insight and 
assistance in managing the cash flow from the Company's key assets.  
A prime example of this is achieved when the Company uses knowledge 
and information gained in operating and maintaining a wide variety of 
facilities to assist in the design of new projects.  This operating 
experience is valuable in specifying and building a project that will 
be able to be operated and maintained efficiently, and also provides 
unique insight into the negotiation of contracts with purchasers of 
energy and vendors who supply the project.  The resulting information 
is translated into value for both the Company and the customer.

                                                                   Page 7

<PAGE>

During 1997, month-to-month contracts allowed both Nevada Power 
Company (NPC) and the NCA#1 project to benefit from spark spread 
opportunities.  Spark spread refers to arbitrage opportunities 
between electricity and gas prices.  Differentials between the 
spot market price of gas and electricity create an opportunity for 
additional profit for the Company.  It is expected that this practice 
will continue as additional opportunities present themselves in the 
future. 

Both the gas and electric industry are evolving from markets that 
were highly regulated into markets that are less regulated.  These 
markets are expected to respond more quickly to change.  The synergy 
of the Company's vertically integrated asset pool should allow the 
Company to take advantage of options that are not available, or as 
apparent, to less diversified competitors.  These opportunities to 
buy or sell in response to changes in markets let the Company capture 
incremental profits using established assets and contractual rights.

4.   Key Success Factors

The Company believes that its complementary business assets and 
active management represent a unique business platform that is 
capable of significant growth utilizing cash flow from operating 
assets combined with moderate levels of borrowing.  Key success 
factors to achieving these goals are:

     -  Employees
     -  Business Assets
     -  Unique Opportunities

The Company expects that the value of existing assets can be 
maximized through management's knowledge and active participation 
in all facets of the energy business.  It is anticipated that 
shareholder value can be enhanced through the use of the Company's 
cash flow and capital structure to provide capital to invest in 
available and developing opportunities.  The Company expects to 
continue identifying opportunities to add oil and gas reserves, 
generation assets, customers and new products.

     -  Employees.   The Company's employees are well trained 
     and experienced in all facets of the oil and gas and the power 
     generation industry.  This experience, along with a 
     concentrated focus on its primary assets, provides the Company 
     with a competitive advantage in pursuing its main businesses.  
     Members of the Company's management team have an average of 
     20 years of experience in all aspects of their respective 
     industries. The Company has implemented oil and gas production 

                                                                   Page 8

<PAGE>

     enhancement plans, developed and implemented drilling 
     programs, generated drilling prospects and completed workovers 
     and well recompletions in basins where the Company is active. 
     The Company has developed, built, fueled and operated a 
     variety of power generation projects. The employees' 
     detailed understanding of power generation facilities, labor, 
     operating sensitivities, permitting and other operating issues 
     enables the Company to operate current assets and oversee new 
     projects from development and design through construction to 
     operation. These abilities allow the Company to control its 
     assets.  

     The senior managers of the Company are: 

          Clark M. Mower has been President of Bonneville Pacific 
          Corporation (BPC) since January of 1992 and a member of 
          the Board of Directors since March of 1992.  He also 
          serves as Chairman of the Board of Directors, or as the 
          sole director, for the wholly owned subsidiaries of the 
          Company, and serves on the Management Committee for 
          NCA#1.  He has been employed by the Company since 1988.  
          Mr. Mower has 25 years of experience in energy-related 
          businesses.

          Steven H. Stepanek has been President of Bonneville Fuels 
          Corporation (BFC) and on the Board of Directors of BFC 
          since January of 1994.  From December of 1991 to December 
          of 1993, Mr. Stepanek served as General Manager for BFC.  
          Mr. Stepanek also serves on the Management Committee for 
          NCA#1.  He has been employed by the Company since 1989.  
          Mr. Stepanek has 16 years of experience in the oil and 
          gas business.

          Todd L. Witwer has been President of Bonneville Pacific 
          Services Company, Inc. (BPS) since July 1993 and on the 
          Board of Directors of BPS since December 1992.  From 
          December of 1991 to December of 1992, Mr. Witwer served 
          as General Manager of Operations for Bonneville Pacific 
          Corporation.  From January 1993 to July of 1993, 
          Mr. Witwer served as Vice President of BPS.  He has been 
          employed by the Company since 1988.  Mr. Witwer has 21 
          years of experience in energy-related businesses.

     -  Business Assets.   Through aggressive but prudent use of 
     the Company's existing platform of assets over the next several 
     years, the Company expects to increase the asset base and 
     earnings to gain recognition in publicly traded markets.

     The Company's principal business assets are:

          Oil & Gas.  The Company owns 100% of BFC, an oil 
          and gas exploration and production company with 25.5 Bcfe 
          of natural gas and oil reserves in the western United 
          States.  BFC's activities are focused in the Piceance Basin 
          of western Colorado and eastern Utah, the San Juan Basin 
          of northwestern New Mexico, the Permian Basin in 
          southeastern New Mexico and west Texas, and the mid-
          continent Basin in Kansas.  BFC owns interest in 
          approximately 204,000 gross (135,000 net) acres in 
          these basins.  The properties, which typically contain 
          multiple productive geologic formations and zones, are 
          located in fields with   established production histories.

                                                                   Page 9

<PAGE>

          As of December 31, 1997, BFC's proved reserves, as 
          estimated by its independent petroleum engineers, Ryder 
          Scott Company, had a pre-tax SEC PV 10 value of 
          $19.6 million.  As of December 31, 1997, BFC owned 
          interests in 349 gross (172 net) wells and operated 183 
          of those wells.  The operated wells represent approximately 
          70% of BFC's SEC PV 10 value.

          Power Generation.  The Company has an interest in 
          two operating cogeneration facilities which include:  
          1) a 50% interest in the NCA#1 facility, an 85 MW power 
          generation facility located approximately 15 miles 
          northeast of Las Vegas, Nevada; and 2) a 100% interest in 
          the 3.2 MW inside-the-fence Kyocera cogeneration facility in 
          San Diego, California.  BPC, through BPS, owns 51% in CONAV, 
          a Mexican corporation, which owns a 4 MW power generation 
          project under construction in Mexico which is expected to 
          begin commercial operation in the second quarter of 1998.   
          BPS profitably operates and manages facilities owned by 
          BPC and outside parties.  BPC owns or controls a number of 
          opportunities to expand its power generation assets and 
          is active in developing additional sites.  Due to its 
          ownership and experience in the United States and Mexico, 
          the Company intends to concentrate its efforts on these 
          two markets for the foreseeable future.

          Other Assets.  The Company's other significant asset is 
          an NOL, which may be partially carried forward to offset 
          future income tax obligations.  Use of the NOL is subject 
          to complex tax rules and may be limited.  Even though 
          there may be limitations on the future use of NOL's, the 
          opportunity to reduce future tax liabilities, and 
          therefore retain operating income to reinvest in the 
          Company's inventory of projects, is a valuable asset.

     -  Unique Opportunities.  Other potential opportunities for 
     the Company include the following:

          Oil & Gas

          -  Eight identified, economically viable, new well 
             locations on existing acreage
          -  Seven identified recompletion opportunities in 
             existing wellbores
          -  Up to six potentially viable wells waiting on 
             pipeline connection
          -  Five prospect locations on controlled acreage in 
             central and southwestern Kansas

          Power Generation

          Through NCA #1, the Company may be able to participate in 
the :

          -  Sale of 10 MW of unused capacity at NCA#1
          -  Expansion of up to 25 MW of additional power 
             production utilizing existing infrastructure at NCA#1
          -  Increased utilization of "spark spread" concepts to 
             increase cash flow

                                                                  Page 10

<PAGE>
          The Company may also participate in:

          -  Expansion of Kyocera from 3.2 MW up to 6.0 MW
          -  Development of additional projects in Mexico

5.   Future Value of the Company 

The common stock of the Company is expected to continue to be 
publicly traded after emergence from bankruptcy.  It is also 
expected that the value of the Company, as perceived by the 
investment community and reflected in the stock price, will be 
based on Company fundamentals such as revenue, cash flow, earnings, 
book value, reserve value, the status and trends of the energy 
industry, and other investor sentiments.  Shareholder value can be 
maximized by use of the Company's asset base by investing in 
business opportunities suited to, and utilizing, the synergy 
inherent in the Company's businesses and management expertise.

As stated earlier in this document, the Company's objectives 
include the goal of doubling the oil and gas reserve base and the 
net power generating capacity by the end of the year 2002.  It is 
expected that growth of this magnitude will be reflected in the 
stock price in a positive manner.  The Company believes that the 
value of the existing assets is enhanced by keeping the business 
groups together and utilizing the synergy and cash flow generated by 
the Company's asset base to grow and thus increase value for 
shareholders.

6.   Management and Organization of BPC

An organizational chart is located on the following page.

                                                                  Page 11

<PAGE>

             Bonneville Pacific Corporation and Subsidiaries 
                       Organizational Chart here.

                                                                  Page 12

<PAGE>

                                 OIL AND GAS

1.   Company Description.   Bonneville Fuels Corporation (BFC) 
is a Colorado corporation with its principal offices located in 
Denver, Colorado.  It is a wholly owned subsidiary of Bonneville 
Pacific Corporation. BFC concentrates its activities in areas in 
which it has accumulated detailed geologic knowledge and developed 
technical expertise.  BFC has developed and continues to build on its 
interests in the Piceance and Uintah Basins in northwestern Colorado 
and eastern Utah, the San Juan Basin in southeast New Mexico and the 
Permian Basin in New Mexico and western Texas.  In an effort to 
increase its oil reserves and production and reduce its reliance on 
natural gas in the Rockies and southwest, BFC has begun to acquire 
interests in and is engaged in several exploration projects in 
central and southwestern Kansas.  During 1997, BFC's total 
production was 3.4 Bcfe, which consisted of 89% natural gas and 
11% crude oil.  At December 31, 1997, BFC's estimated proved reserves 
were 25 Bcfe with an implied reserve life of 7.3 years based on 1997 
production.  BFC's 1997 year-end reserve report SEC PV10 value is 
$19.6 million.

BFC, through its wholly owned subsidiary, markets the majority of 
its own oil and gas production from the wells that it operates.  
In addition, BFC engages in natural gas trading activities, which 
involve purchasing gas from third parties and selling gas to other 
parties at prices and volumes that management anticipates will result 
in profits to BFC.  Through these trading activities, BFC obtains 
knowledge and information that enables it to more effectively market 
its own production and assist BPC in the management of its core 
generation assets.

2.   Mission

Bonneville Fuels Corporation's mission is to generate growth in 
reserves, production, earnings and cash flow through exploration, 
development and selective acquisition of oil and gas properties.  

BFC's objective is to double its reserve base within approximately
a five-year time frame in support of BPC's overall corporate goals 
and to assist BPC in its efforts to grow and hedge its power 
generation assets.  The management of BFC believes that it has 
adequate cash flow to develop its inventory of drilling locations, 
development projects, and to complete selective acquisitions while 
earning an overall rate of return of between 15-25% on its capital 
expenditures.  In addition, BFC believes it can assist the Company 
by efficiently investing $5 million of cash generated by the NCA#1 
power project into oil and gas projects over the next two years.

                                                                  Page 13

<PAGE>

3.   Industry Analysis

     Commodity Price Outlook - Gas Markets.  Natural gas supply 
     and demand in the U.S. are tightly balanced.  Demand is 
     driven by both weather and industrial output and regional 
     differences in price are exhibited most strongly as weather 
     patterns change.  The outlook for demand growth remains 
     favorable; however, the current delivery system is running at 
     or very near capacity in certain parts of the country, but 
     remains adequate in most areas of the southwestern U.S.  
     Recent pipeline expansion has impacted the market as new 
     capacity from west to east has reduced price differentials.  
     New capacity and supply from Canada will tend to reduce Gulf 
     Coast prices in the future.  These market shifts are expected 
     to reduce the price that BFC receives for gas in the Permian 
     Basin, increase the price in the Rocky and San Juan Basins and 
     reduce the volatility of the basis differentials to Henry Hub.

     Low storage levels at the outset of the 1997 summer cooling 
     season kept the market tight into the peak 1997 electrical 
     generation, storage injection and heating seasons.  The natural 
     gas industry appears to be on a treadmill trying to offset 
     production declines.  Much of the recent drilling activity has 
     been concentrated in areas characterized by high initial flow 
     rates then rapid declines (i.e. Gulf of Mexico).  Following 
     the extreme volatility of the 1996/1997 heating season and the 
     above average volatility of 1997/1998 winter heating season, 
     producers and consumers now expect sharp event-driven price 
     swings related to weather.

     Commodity Price Outlook - Oil Markets.  While global oil 
     demand remains strong, U.S. oil prices are driven by 
     international pricing forces.  The International Energy Agency 
     (IEA) forecast worldwide demand growth of 2.6% in 1997.  Iraq's 
     resumption of exports combined with over production by OPEC 
     members have contributed to price softness at the end of 1997 
     and early 1998.  Recent announcements of production cutbacks by 
     OPEC members and non-members have caused a slight firming in 
     prices.  Most industry analysts expect crude oil to remain 
     in the $13.00/bbl to $19.00/bbl range.  NYMEX WTI prices have 
     moved within that range during early 1998.

     Distribution Channels.   The oil and gas industry supply and 
     distribution channels are mature.  Recent changes relate to 
     supply and distribution of natural gas in the U.S.  Interstate 
     natural gas pipelines were deregulated by the federal government 
     and were forced to unbundle and separately price any services 
     offered while offering those services on a nondiscriminatory 
     basis to any party.  These rule changes allow gas producers 
     to sell production directly to end-users.  Gas producers can 
     also sell production to marketers. The change in regulation 
     spurred the formation of natural gas marketing companies.  These 
     marketing companies, acting as middlemen between end users and 
     producers, are now experiencing a consolidation as margins in 
     transactions decline and efficiencies of scale are required 
     to remain competitive.  Oil production is generally sold to a 
     marketing entity that aggregates and transports oil production 
     from the wells in an area.

     Financial and Risk Considerations. The oil and gas business is 
     a commodity business where the sales price of oil and gas is 
     governed by global and regional supply and demand constraints.
     (See additional risk factor discussion in Section 8.)  Since 
     producers have little control of sale prices, fluctuations in 
     price cause cash flow and income to be highly volatile.  This 

                                                                  Page 14

<PAGE>

     volatility rewards producers with low finding and operating 
     costs relative to their competitors in the industry.  Producers 
     with high levels of debt are hurt during periods of low price 
     because free cash flow can be significantly reduced.  Producers 
     use a combination of free cash flow, debt and equity to grow 
     and expand reserves.  During periods of low prices, producers 
     are less able to spend the capital dollars necessary to replace 
     and increase production.  Since many wells experience a 10% to 
     30% decline per year, the production community is forced to 
     reinvest in new wells or suffer reduced production volumes in 
     the future.

     Exploratory drilling programs expose companies to higher levels 
     of financial risk than development drilling programs. 
     Companies must manage their interest in any one well or 
     drilling program to insure that one dry hole or a string of dry 
     holes does not degrade the financial health of the company.  
     Companies address this risk by sizing their exploratory drilling 
     programs so that poor success or success late in the program 
     does not expose the company to financial difficulty.  This 
     "sizing" is determined by factors which include: the cost to 
     acquire acreage, drilling costs, working interest percentages 
     taken in any given well or program and the overall size of the 
     expected reserves being sought.

     Technology.  Declining costs and ready availability of new 
     technology has allowed new techniques to be rapidly adopted 
     by the industry.  The use of 3D seismic to provide greater 
     definition of reservoirs before drilling, improved fracturing 
     technology and computer modeling techniques to minimize reservoir 
     damage have all led to lower finding costs.  Use of horizontal 
     drilling technology has also proven to be a viable and economic 
     alternative in some situations where it can increase production 
     rates and reduce the number of wells required to drain a 
     reservoir.  Finally, effective and timely use of information 
     technology has allowed technical staffs to manage a greater 
     number of properties.

4.   Strategy

     Production Growth Strategy.  BFC's business strategy over the 
     next two years is to use cash flow from its existing assets 
     plus $5 million of additional cash dividended by the NCA#1 
     power project along with prudent levels of borrowing to  
     generate growth in reserves and production through exploration, 
     development, and selective acquisition of oil and gas 
     properties in those geographical areas in which BFC is active 
     and possesses expertise.  This strategy is implemented as 
     follows:

          Efficient and economical management of existing assets.  
          One of BFC's primary goals is to maximize the value of 
          its existing assets.  BFC has approximately 204,000 gross 
          (135,000 net) acres of land in inventory, 10 to 20 
          locations to be drilled depending on gas prices, several 
          wells waiting on pipeline connection, numerous 
          recompletions under review, and various daily operational 
          projects, all of which are under review and evaluation.  
          As an example, BFC connected 9 wells in 1997 moving shut 
          in reserves to cash flow producing assets.  As another 
          example, some of BFC's acreage in the Permian Basin is 
          now prospective due to very successful results relating to 
          new wells and recompletion efforts on adjacent acreage.  
          Operating agreements have been signed and drilling started 

                                                                  Page 15

<PAGE>

          early in 1998.  These opportunities occur regularly, and 
          BFC makes every effort to capitalize on them as they occur.

          Conservative Debt Structure.  BFC's target capital 
          expenditure levels are dictated by cash flow generated 
          from operations supplemented with prudent levels of debt 
          secured by oil and gas properties.  BFC attempts to balance 
          its desire to grow quickly with a conservative view toward 
          adding large amounts of debt relative to underlying reserve 
          value.  In making those calculations, BFC looks at 
          projected cash flow using a "low price" case to insure that 
          debt levels can be serviced if prices fall sharply.  This 
          approach protects BFC from having to sell assets at low 
          points in the pricing cycle to satisfy lender requirements.

          Exploration and development - A balanced approach.  
          BFC's reserve growth philosophy is that BFC must be 
          effective in finding low cost reserves, and that BFC must 
          be economically efficient in producing such reserves. BFC 
          adds to its reserve base in several ways:

               -  Drilling - exploration and development
               -  Selective acquisition of oil and gas properties
               -  Implementation of both new and old technology in 
                  the development of additional oil and gas reserves 
                  as appropriate.

          BFC's goal for reserve growth is to achieve a more 
          balanced portfolio of oil and gas reserves.  Currently 
          BFC's reserves are approximately 85% gas and 15% oil based on 
          projected revenues.  BFC's goal is to increase oil reserves 
          disproportionately to gas reserves in order to achieve a 
          more balanced mix. BFC also believes in a balanced approach 
          with respect to methods and resources used to build 
          reserves.  BFC's 1998 capital budget directs resources 
          into the following areas:

               -  Exploitation and Development Activities
               -  New Exploration Activity
               -  Acquisitions

               Exploitation and Development Activities

               BFC's exploitation and development activities for 
               the next year include 12-14 wells to be drilled, as 
               well as several recompletions.  Additionally, where 
               BFC does not have specific exploitation plans, BFC 
               will pursue partnerships with other companies that may 
               have more active plans or different views.  See 
               Section 6 "Operations" for a further discussion of 
               these activities.

               New Exploration Activity 

               BFC's exploration activity is currently focused in 
               southwest Kansas.  BFC has selected this area based on 
               several factors:  1)  the area has a long history of 

                                                                  Page 16

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               oil and gas production, and has some of the oldest 
               discoveries in the country; 2)  there are hundreds of 
               wells in the area which allow detailed geologic 
               interpretation;  3)  activity levels are higher 
               enabling BFC to find partners, and 4)  BFC's 
               professionals have many years of experience with major 
               and independent companies working this area.

               BFC has six seismic and geologic prospects and is 
               actively pursuing leases and seismic data on 
               additional prospects that it expects to have ready 
               to drill within the next 12 months.  In addition to 
               these internally generated prospects, BFC is reviewing 
               prospects generated by others to complement and expand 
               BFC's activity.

               Acquisitions

               Acquisitions have also been an excellent method of 
               finding additional reserves for BFC.  BFC's past 
               reflects success with this approach.  BFC's 
               acquisition strategy is to buy properties with 
               additional potential.  Specifically, BFC reviews 
               packages from willing sellers and actively looks for 
               potential acquisitions as BFC uses its expertise to 
               complete regional evaluations and reviews these same 
               areas in order to purchase existing production that 
               may complement BFC's activity in the area.  BFC most 
               actively pursues oil potential in its acquisition 
               effort.

               BFC completed two acquisitions in 1997, and booked a 
               third acquisition that was substantially completed in 
               1996.  The acquisitions had total Ryder Scott reserves 
               at the end of 1997 of 916,000 mcf and 99,000 bbls at a 
               total cost of $2.2MM.  BFC believes that it has 
               additional unrecognized potential in both gas and oil 
               production within properties it acquired.  More detail 
               on the development of reserves included in the 
               acquisitions is included in the Central and 
               Southwestern Kansas discussion in Section 6.

     Fuel Management Strategy.  BFC's subsidiary involved in energy 
     management is Bonneville Fuels Management Corp. (BFMgt).  
     BFMgt's first functional responsibility is to market company 
     owned production and maximize wellhead pricing.  BFMgt's goal 
     is to generate profits on outside activities that exceed the 
     cost of providing these services to BFC.  The strategy utilized 
     by BFMgt is to create opportunities to make profits by offering 
     services to customers and structuring fees based on savings.  In 
     addition, by having multiple customers in areas in which BFC has 
     production, and in which BFMgt has specific knowledge, this 
     effort seeks to create opportunities for increasing production 
     value or lowering costs or providing future markets for BPC's 
     existing power generation facilities.  BFC captures higher 
     prices for its production and lower costs by eliminating the 
     bid/offer spread that marketers must charge to enter into 
     transactions. It also eliminates the bid/offer spread in 
     financial transactions when prices are fixed for some period.  
     The combination of these two spreads can be 2%-3% of energy 
     cost.  Elimination of these spreads creates margins for BFMgt.

                                                                  Page 17

<PAGE>

     BFMgt also looks for contractual opportunities that may provide 
     some added benefit.  The focus is to find customers whose 
     consumption profiles can be added together to allow for high 
     load factor purchases which reduce costs and allow BFMgt to 
     capture some of the value created by combining loads.  BFMgt 
     also investigates alternative pricing approaches for BFC's own 
     production.

     BFMgt's strategy is to actively pursue markets where it has a 
     competitive advantage.  The competitive advantage generally 
     means having gas supplies or electric supplies in an area.  By 
     controlling existing transportation on a customer's supply 
     pipeline or electric transmission rights, BFMgt can establish an 
     advantage . BFMgt attempts to maintain a financial barrier to 
     protect itself from end-user payment default risk and gas 
     supplier purchase obligations by acting as an agent. 

     BFMgt's primary sales approach is to initiate direct contact and 
     propose a low cost initial fee.  Then, if BGMgt is able to 
     ascertain possible savings strategies, it proposes contractual 
     arrangements that will provide fees and incentives in the range 
     of $10,000 to $50,000 per year, based on how successful the 
     strategies are.  The objective of BFMgt is to find opportunities 
     to profitably invest in projects with a customer in order to 
     tie the customer into long-term fee based arrangements.  
     Management believes that the increasing changes brought about by 
     the coming deregulation of electric power sales will provide 
     additional cost saving and incentive fee opportunities.

5.   The Competition

     Competition In Oil and Gas Production.  BFC encounters 
     competition from numerous other oil and gas companies in all 
     areas of its operations, including the acquisition of producing 
     properties.  BFC's competitors include major integrated oil and 
     gas companies, numerous independent oil and gas companies, 
     individuals and drilling and investment programs.  Many of its 
     competitors are large, well established companies with 
     substantially larger operating staffs and greater capital 
     resources than BFC and which, in many instances, have been 
     engaged in the energy business for a much longer time than 
     BFC.  Such companies may be able to pay more for productive oil 
     and gas properties and exploratory prospects and to define, 
     evaluate, bid for and purchase a greater number of properties 
     and prospects than BFC's financial or human resources permit.  
     BFC's ability to acquire additional properties and to discover 
     reserves in the future will be dependent upon its ability to 
     evaluate and select suitable properties and to consummate 
     transactions in a highly competitive environment.

     Competition in Energy Marketing.  Competition for the industrial 
     end use customer comes from four different types of entities; 
     marketers, utilities, consultants, and other oil and gas 
     companies.  Marketers are middlemen in transactions between 
     gas producers and end users.  Marketers provide bids for 
     physical gas volumes generally at very low marginal mark-ups.  
     Utilities have different strategies depending on their 
     internal philosophies concerning providing transportation 
     services and/or their desire to provide gas supply.  
     Consultants are the closest form of competition to the service 
     that BFMgt provides to end users, in that they simply advise 
     the customers on courses of action to take.  Other oil and gas 
     companies, as well as electricity sellers, also provide similar 

                                                                  Page 18

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     types of services.

     BFMgt distinguishes itself from the competition with its 
     experience and its ability and desire to work on an incentive 
     fee basis.  Also, BFMgt's integration with the power side of the 
     Company provides a knowledge base and credibility that many 
     competing companies do not have.  Customers perceive value in 
     having an energy manager with a physical supply of gas, oil or 
     electricity as their agent, even if those actual supplies are 
     not delivered to meet the customers needs.

     The size of the market that BFMgt seeks to serve is limited.  
     There are approximately 625 large energy users in the service 
     areas of which BFMgt has knowledge and in which BFC has physical 
     production.  BFMgt has been successful in adding new customers 
     and is targeting to add 20 new sites within the next 3 years, 
     or 3% of the available market.

6.   Operations.    As of December 31, 1997, BFC owned interests in 
349 wells of which BFC operates 183, or 53% of these wells.  The 
operated wells contributed approximately 76% of BFC's production.  
BFC properties are located in three core areas; Piceance, San Juan, 
and Permian Basins as well as its exploratory focus area in central 
and southwest Kansas.

     Table 4 is a map identifying BFC's areas of operation.  Table 5 contains 
an Oil and Gas Asset Schedule for all of BFC's assets as of 12/31/97.

                                                                  Page 19

<PAGE>

                       BFC Operation Area Map here.

                                                                  Page 20

<PAGE



                                              Table 5 here
                                        Oil and Gas Asset Schedule
<TABLE>
<CAPTION> 
Production      # of Wells    Acreage Position  Production  Production            
Product           Reserves       TOTAL BFC
Area                          Including         Mcfe (000)  Cash Flow             
Prices            Mcfe (000)     CASH FLOW4
                              Royalties                     (000)                                                  
(000)
<S>             <C>           <C>               <C>         <C>                   
<C>               <C>            <C>
Rocky Mountain  205 gross     Developed:                                             
Gas    Oil                 
Piceance and    131 net         104,100 gross   `94-1,223          `94-$614      
`94 $1.23  $17.05  `94-15,683  
Uintah Basins   135 operated    76,126 net BFC
Including high                                  `95-1,106          `95-$(68)     
`95 $ .73  $18.10  `95-12,897  
CO2 wells                     Undeveloped:         
                                55,186 gross    `96-841(1)         `96-$193      
`96 $1.16  $21.64  `96-17,567  
                                32,647 net BFC
                                                `97-1,387          `97-$962      
`97 $1.60  $20.21  `97-15,223  
Permian Basin   103 gross    Developed: 
In W Texas &                   17,629 gross     `94-1,210          `94-$1,582    
`94 $1.59  $16.02  `94-4,888
SE New Mexico   18 net         7,640 net BFC
Including all                                   `95-971            `95-$1,164    
`95 $1.29  $17.35  `95-5,144
Non-operated    8 operated   Undeveloped:
Properties                     21,800 gross     `96-1,455          `96-$2,767    
`96 $1.98  $20.85  `96-6,270
                               14,980 net BFC
                                                `97-1,255          `97-$2,426    
`97 $2.32  $19.25  `97-5,845
San Juan Basin  41 gross     Developed:
in New Mexico                 3,280 gross       `94-764            `94-$514      
`94 $1.48  $15.38  `94-4,803
                23 net        2,640 net BFC
                                                `95-863            `95-$257(2)   
`95 $1.03  $16.27  `95-3,009
                40 operated  Undeveloped:
                               1,920 gross      `96-798            `96-$592       
`96 $1.52  $20.46  `96-4,030
                               1,280 net BFC 
                                                `97-766            `97-$1,039     
`97 $2.20  $18.30  `97-3,858

Total Company   349 gross    Developed:               Gas   Oil
                               125,009 gross    `94  2,955 40,183  `95-$1,353     
`94 $1.42  $16.36  `94-25,373    `94-3,091
                172 net        86,406 net BFC
                                                `95  2,730 37,362  `94-$2,710     
`95 $1.02  $17.43  `95-21,050    `95-3,016
                183 operated Undeveloped:
                               78,906 gross     `96  2,725 58,037  `96-$3,552(2)  
`96 $1.64  $21.10  `96-27,867(3) `96-4,436
                               48,907 net BFC
                                                `97  3,135 62,335  `97-$4,427     
`97 $1.98  $19.47  `97-24,926   `97-3,204
</TABLE>

1.   Production shut in due to low prices
2.   Includes tax credit sale revenue
3.   Reserves with high end of year prices
4.   Cash flow from operations prior to (1) net purchases of oil 
     and gas properties and (2) net cash flows related to financing
                                                                  Page 21

<PAGE



     Piceance Basin.  The Piceance Basin has been a core production 
     area since BFC's inception.  The need to provide the gas 
     necessary for gas contracts for cogeneration projects, and other 
     gas contracts drove BFC's acquisition and drilling plans for 
     the Piceance Basin.  The productive formations on BFC's current 
     acreage are the Morrison, Dakota, Mancos, Castle Gate, Mesa 
     Verde and Wasatch.  All of these formations produce primarily 
     gas; however, in some areas the Castle Gate sands have 
     significant oil reserves.

     Recent efforts to significantly reduce gathering costs in this 
     area have been successful.  Reduced gathering costs have lead to 
     higher cash flow and greater reserve values.  In order to 
     leverage the activities of other industry partners and their 
     capital resources, BFC has actively farmed out acreage in the 
     Piceance Basin to industry partners who have drilled 22 wells 
     on BFC's acreage.  BFC has either participated in these wells or 
     has farmed out its interest in order to reduce financial 
     exposure in any one well. 

     BFC is well positioned to take advantage of any price movement 
     that would restore spot prices to average 1993 levels of 
     $1.86/MMBtu.  BFC has identified 27 drilling locations for 
     further analysis and possible future drilling.  Nine wells 
     that were waiting on pipeline were connected in 1997.

     BFC drilled the 100% owned Tiaga Mountain 16-34 well in 1997 
     that was completed as an oil producer at 90 bbls of oil per 
     day.  The well has stabilized at 80 bbls of oil per day after 
     eight months of production.  BFC plans to drill two offsets to 
     this well in the next 12 months, as well as several minor 
     workovers and recompletions.  BFC is seeking partners to drill 
     several Dakota tests in the area.  These tests would farm out 
     75% of BFC's interests while retaining a 25% ownership position 
     in the locations.

     San Juan Basin.  Production in the San Juan Basin of northwest 
     New Mexico and southwestern Colorado is primarily natural gas.  
     It is most recently known for the huge coal gas reserves found 
     in the basin and the Section 29 Tax Credits associated with the 
     coal gas production.  The primary productive formations on BFC's 
     acreage are the Dakota, Gallup, Pictured Cliffs, and Fruitland 
    (Coal and Sands).

     In 1995, BFC was able to monetize Section 29 Tax Credits by 
     selling its interest in wells that qualified for the tax credits 
     to a third party.  The transaction is structured so that 99% of 
     the cash flow from the wells and 60% of the tax credit value 
     is delivered back to BFC, increasing BFC's prices by 
     approximately 63?/MCF for production from those wells which are 
     qualified.  This transaction resulted in an estimated $160,000 
     increase in cash flow for 1997.  The tax credits last through 
     2002 and BFC will benefit from this transaction throughout this 
     period.  

     During 1997, two recompletions, one re-entry, and one 
     workover were completed in this area.  One recompletion and one 
     re-entry indicate that the Gallup formation is productive.  
     BFC's plans for the next 12 months call for drilling two Gallup-
     Dakota development wells, several Gallup recompletions, and 
     further review of the Fruitland Sand potential.  Two 
     recompletions in the Fruitland Sand have yielded additional 
     production and reserves.

                                                                  Page 22

<PAGE>

     Permian Basin.  BFC's activities in the Permian Basin are both 
     operated and non-operated in nature.  Two fields, the South 
     Humble City Field and Catclaw Draw Field, make-up over 50% of 
     this area's value to BFC.  The South Humble City Field and some 
     surrounding wells are the only areas where BFC has substantial 
     oil reserves.  Reserves in the Catclaw Draw Field and the 
     remaining areas are primarily gas.  

     The South Humble City Field, located north of Hobbs, New Mexico, 
     produces from the Upper Strawn formation at depths of 11,500 ft.
     BFC operates this field.  In 1995 a 3-D seismic program was 
     completed which defined the primary reservoir with remarkable 
     accuracy.  Two development wells have been drilled successfully 
     in the main field based on the seismic data.  These two wells 
     had initial production of 400 barrels of oil per day gross and 
     100 barrels of oil per day net.  BFC is currently determining if 
     enhanced oil production utilizing pressure maintenance of this 
     reservoir is technically and economically feasible.  BFC is 
     pursuing partner consensus to drill one additional prospective 
     location outside the main body of the field in the next 12 
     months.  During 1997, BFC increased its holding in this field 
     by 50% through a purchase of a third party's working interest.

     The Catclaw Draw Field is located northwest of Carlsbad, 
     New Mexico.  This field produces from the Morrow formation at 
     a depth of 10,500 ft.  Hallwood Energy Company operates the 
     field and has significantly increased the reserves with 
     numerous recompletions in various sand lenses of the Morrow 
     formation.  Hallwood has proposed one additional recompletion 
     in this field for 1998.

     BFC is actively pursuing with Chesapeake, as operator, several 
     seismic leads on the Benchmark prospect, south of Lovington, 
     New Mexico.  BFC entered into an arrangement to trade a portion 
     of the working interest in the prospect for rights to review 
     Chesapeake's 3D seismic data.  That data has been reviewed and 
     BFC is pursuing several locations on the prospect.  Two wells 
     have been included in BFC's 1998 budget.  Based on current land 
     positions, BFC will have a 30% interest in these locations.

     BFC elected to drill two development wells adjoining the Lake 
     Shore Federal #1 well.  This well is currently producing 3,500 
     mcfd and 70 barrels of condensate per day from the Strawn 
     formation.  The first of the two wells has been drilled by Yates 
     Petroleum through the Strawn to the Morrow formation at 11,000 
     feet.  It is currently waiting on pipeline.  BFC owns a 37.5% 
     working interest in the Yates well.  The second well was drilled 
     by BFC in early 1998 and is being completed.  BFC owns an 87.5% 
     working interest in this well.

     Central and Southwestern Kansas.  In 1997 BFC acquired a 25% 
     interest in the Beauchamp field.  This acquisition was made for 
     the specific purpose of waterflooding the Keys sands in the 
     field.  Preparations are being made to unitize the field in late 
     1998 and start water injection in early 1999.  Additional work 
     in the field consisted of drilling one dry hole and recompleting 
     one well for 400 mcfd.  At least one additional gas recompletion 
     will be attempted in the first half of 1998.  BFC's exploratory 
     effort is concentrated in central and southwestern Kansas.  In 
     1997 BFC drilled 4 wells and participated in 4 others with 
     partners.  One well was successful and tested 2500 mcfd.  This 
     well has been connected to the gathering system. 

                                                                  Page 23

<PAGE>

7.   Management and Organization 

     Management and Key Employees.  Following are brief descriptions 
     of the business experience of BFC's executive officers and key 
     employees.

          Steven H. Stepanek has been President of BFC and on its 
     Board since January of 1994.  Mr. Stepanek joined BFC in 
     September of 1989 as Vice President of Marketing and served 
     as General Manager from December 1991 through December 1993.  
     Mr. Stepanek has 16 years of experience in engineering, and 
     industrial sales in the natural gas industry.  Prior to joining 
     BFC, Mr. Stepanek worked for Mountain Fuel Supply from 1981 to 
     1987 and Minnegasco from 1988 to 1989 where he served as 
     Director of Industrial Sales and as an Industrial Sales 
     Representative respectively.  Mr. Stepanek's responsibilities 
     have included designing and implementing comprehensive fuel 
     supply plans for cogeneration plants, including the NCA #1 plant 
     for which he currently serves on the Management Committee.  
     Mr. Stepanek was also responsible for minimizing the fuel supply 
     risk to BPC owned power plants including transportation, fuel 
     supply, back-up fuel needs for a number of plants through the 
     United States and helping to ensure that BPC remained hedged on 
     an overall basis through acquisition of supply or through supply 
     and transport contracts.   Mr. Stepanek earned a BS degree in 
     Industrial Engineering from the University of Iowa, an MBA degree 
     from the University of Utah and is a Registered Professional 
     Engineer in the State of Utah.

          James O. Cable has been Vice President of Operations of BFC 
     and on its Board since January of 1995.  He joined BFC in 
     November of 1990 as Engineering Manager.  Mr. Cable has 20 years 
     of professional experience in petroleum and pipeline engineering 
     including 12 years of relevant professional experience before 
     joining BFC.  Mr. Cable is responsible for all technical and 
     operations matters.  Prior to joining BFC, Mr. Cable was a 
     project engineer for Public Service Company of Colorado, where 
     he designed and installed both gas gathering and gas transmission 
     lines.  At World Wide Energy, Mr. Cable was responsible for the 
     engineering on Central States Gathering System with over 270 
     wells, compression and NGL plants.  While at Quinoco, Mr. Cable 
     held the positions of Reserves Manager and General Manager for 
     Concise Oil & Gas Partnership.  As General Manager, Mr. Cable 
     managed 1,300 properties having an asset value of approximately 
     $20 million.  Mr. Cable served with Avalon Energy Corporation as 
     U.S. Operations Manager.  Mr. Cable earned a BS degree in Civil 
     Engineering from the University of Colorado.

          Kurby K. Bender has been Controller of BFC since September 
     of 1990.  Mr. Bender's background includes over 25 years of 
     experience, including 4 years in public accounting, and over 15 
     years in the oil and gas exploration, production and marketing 
     business.  Prior to joining BFC, Mr. Bender worked as Controller 
     for a number of oil and gas companies including General Royalty 
     Inc. and Martin Oil Company.  Specific accomplishments include 
     the design and implementation of accounting systems in both the 
     oil and gas industry and in the municipal field, and 
     controllership responsibilities for an operating company that 
     operated over 300 wells in the United States.  Mr. Bender holds a 
     BA degree with a major in accounting from the University of Iowa 
     and is a Certified Public Accountant licensed in the state of 
     Colorado.

                                                                  Page 24

<PAGE>

          Robert Kozarek has been Senior Geologist with BFC since 
     January of 1996.  Mr. Kozarek has worked for BFC as a Contract 
     Geologist since May of 1992.  Mr. Kozarek has 19 years of 
     experience in all phases of petroleum geology.  Mr. Kozarek's 
     geographic areas of expertise are in the Mid-Continent Region 
     of the United States, particularly southeastern Colorado, 
     southwestern Kansas, and the Texas and Oklahoma panhandles, 
     where he has drilled numerous successful wells.  Mr. Kozarek 
     also has considerable experience in BFC's other areas of 
     activity, including southwestern and northwestern New Mexico, 
     western Colorado and eastern Utah.  Mr. Kozarek is currently 
     generating new prospects and reviewing outside generated 
     prospects in BFC's core areas of interest.  Mr. Kozarek has 
     worked for Phillips Petroleum, Total, Union Pacific Resources, 
     Avalon Energy and as an Independent Petroleum Geologist.  
     Mr. Kozarek holds a BS Degree from the University of Wisconsin 
     and an MS degree from the University of Oregon, both in geology.

          Robert Schwering has been Operations Manager with BFC since 
     June of 1996.  Mr. Schwering joined BFC in August of 1994 as 
     Senior Engineer.  Mr. Schwering has 20 years of industry 
     experience including 10 years at ARCO Oil and Gas.  Mr. 
     Schwering is responsible for BFC operated drilling and 
     production activity.  Mr. Schwering also provides assistance 
     with reservoir engineering analysis.   Mr. Schwering has a BS 
     degree in Petroleum Engineering from the New Mexico Institute of 
     Mining and Technology (Cum Laude) and has done extensive 
     graduate work in Geological Engineering at the Colorado School 
     of Mines.  Mr. Schwering is a Registered Professional Engineer in 
     the State of Colorado.

          Roger J. Swenson has been Vice President of Energy 
     Marketing for BFC's energy management subsidiary  (BFMgt) since 
     January of 1996.  Mr. Swenson joined BFMgt in January of 1991 as 
     Manager of Marketing.  Mr. Swenson has worked in the natural gas 
     industry for 12 years.  Prior to joining BFMgt, Mr. Swenson was a 
     Senior Industrial Marketing Engineer for Mountain Fuel Supply 
     Company and has worked for Murray City Power.  Mr. Swenson's 
     duties have included arranging transportation contracts and 
     negotiating non-traditional service agreements for end-use 
     customers.  Mr. Swenson has also been involved in rate and 
     regulatory matters associated with utility service.  Mr. Swenson 
     is responsible for marketing services provided to end-use 
     customers that include gas acquisition and transportation 
     management and electrical sales services.  Mr. Swenson is 
     responsible for the risk management program that BFC utilizes 
     to hedge price fluctuation.  Mr. Swenson has a BSc degree in 
     Physics and a MSc degree in Industrial Engineering from the 
     University of Utah.

8.   Risk Factors.

Forward-Looking Statements

Readers are cautioned that all forward-looking statements involve 
risks and uncertainties including, without limitation, the factors 
set forth under the caption "Risk Factors" in this Business Plan and 
the Disclosure Statement.  Although current management believes that 
the assumptions underlying the forward-looking statements contained 
in this Business Plan, the Disclosure Statement or the Plan are 
reasonable, any of the assumptions could be inaccurate, and therefore 
there can be no assurance that such forward-looking statements will 

                                                                  Page 25

<PAGE>

prove to be accurate.  In light of the significant uncertainties 
inherent in such forward-looking statements, the inclusion of such 
information should not be regarded as a representation by the Debtor, 
the Estate, the Trustee, the Trustee's Professionals, the Reorganized 
Debtor, current management or any other person that the objectives 
and goals of the Reorganized Debtor as described in this Business 
Plan will be achieved.

Reserve Replacement Risk

In general, production from oil and natural gas properties declines 
as reserves are depleted.  The rate of decline depends on reservoir 
characteristics.  Except to the extent that BFC conducts successful 
exploration and development activities or acquires properties 
containing proved reserves, or both, the proved reserves of BFC will 
decline as reserves are produced.  BFC's future oil and natural gas 
production is highly dependent upon its ability to economically find, 
develop or acquire reserves in commercial quantities.  The business 
of exploring for or developing reserves is capital intensive.  To 
the extent cash flow from operations is reduced and external sources 
of capital become limited or unavailable, BFC's ability to make the 
necessary capital investment to maintain or expand its asset base of 
oil and natural gas reserves would be impaired.  BFC participates in 
a number of its wells as non-operator.  The failure of an operator of 
BFC's wells to adequately perform operations, or an operator's breach 
of the applicable agreements, could adversely impact BFC.  In 
addition, there can be no assurance that BFC's future exploration and 
development activities will result in additional proved reserves or 
that BFC will be able to drill productive wells at acceptable costs.
Furthermore, although BFC's revenues could increase if prevailing 
prices for oil and natural gas increase significantly, BFC's 
finding and development costs also could increase.

Dependence on Exploratory Drilling Activities

BFC's revenues, operating results and future rate of growth are 
partially dependent upon the success of its exploratory drilling 
program.  Exploratory drilling involves numerous risks, including the 
risk that no commercially productive oil or natural gas reservoirs 
will be encountered.  The cost of drilling, completing and operating 
wells is often uncertain, and drilling operations may be curtailed, 
delayed or canceled as a result of a variety of factors, including 
unexpected drilling conditions, pressure or irregularities in 
formations, equipment failures or accidents, adverse weather 
conditions, compliance with governmental requirements and shortages 
or delays in the availability of drilling rigs and the delivery of 
equipment.  Despite the use of 2-D and 3-D seismic data and other 
advanced technologies, exploratory drilling remains a speculative 
activity.  Even when fully utilized and properly interpreted, 2-D 
and 3-D seismic data and other advanced technologies only assist 
geoscientists in identifying subsurface structures and do not enable 
the interpreter to know whether hydrocarbons are in fact present in 
those structures.  In addition, the use of 2-D and 3-D seismic data 
and other advanced technologies requires greater predrilling 
expenditures than traditional drilling strategies, and BPC could 
incur losses as a result of such expenditures.  BFC's future drilling 
activities may not be successful.  There can be no assurance that 
BFC's overall drilling success rate or its drilling success rate 
for activity within a particular region will not decline.  
Unsuccessful drilling activities could have a material adverse effect 
on BFC's business, results of operations and financial condition.  
BFC may not have any option or lease rights in potential drilling 
locations it identifies.  Although BFC has identified numerous 

                                                                  Page 26

<PAGE>

potential drilling locations, there can be no assurance that they 
will ever be leased or drilled or that oil or natural gas will be 
produced from these or any other potential drilling locations.  In 
addition, drilling locations initially may be identified through a 
number of methods, some of which do not include interpretation of 
3-D or other seismic data.  Actual drilling results are likely to 
vary from such expected results and such variance may be material.

Uncertainty of Estimates of Oil and Natural Gas Reserves

The Business Plan contains estimates of BFC's proved oil and natural 
gas reserves and the estimated future net revenues therefrom based 
upon BFC's own estimates or on Reserve Reports that rely upon 
various assumptions, including assumptions as to oil and natural gas 
prices, drilling and operating expenses, capital expenditures, taxes 
and availability of funds.  The process of estimating oil and natural 
gas reserves is complex, requiring significant decisions and 
assumptions in the evaluation of available geological, geophysical, 
engineering  and economic data for each reservoir.  As a result, such 
estimates are inherently imprecise.  Actual future production, oil 
and natural gas prices, revenues, taxes, development expenditures, 
operating expenses and quantities of recoverable oil and natural gas 
reserves may vary substantially from those estimated by BFC or 
contained in the Reserve Reports.  Any significant variance in these 
assumptions could materially affect the estimated quantity and value 
of reserves set forth in the Business Plan.  BFC's properties also 
may be susceptible to hydrocarbon drainage from production by other 
operators on adjacent properties.  In addition, BFC's proved reserves 
may be subject to downward or upward revision based upon production 
history, results of future exploration and development, prevailing 
oil and natural gas prices, mechanical difficulties, government 
regulation and other factors, many of which are beyond BFC's 
control.  Actual production, revenues, taxes, development 
expenditures and operating expenses with respect to BFC's reserves 
likely will vary from the estimates used, and such variances may be 
material.

The present value of future net revenues referred to in the Business 
Plan should not be construed as the current market value of the 
estimated oil and natural gas reserves attributable to BFC's 
properties.  The estimated discounted future net cash flows from 
proved reserves generally are based on prices and costs as of the 
date of the estimate, whereas actual future prices and costs may be 
materially higher or lower.  Actual future net cash flows also will 
be affected by increases in consumption by oil and natural gas 
purchasers and changes in governmental regulations or taxation.  The 
timing of actual future net cash flows from proved reserves, and thus 
their actual present value, will be affected by the timing of both 
the production and the incurrence of expenses in connection with 
development and production of oil and natural gas properties.

Marketability of Production and Price Volatility Risks

The marketability of BFC's production depends in part upon the 
availability, proximity and capacity of natural gas gathering 
systems, pipelines and processing facilities.  BFC delivers over 90% 
of the natural gas it produces through gas gathering systems and 
gas pipelines that it does not own.  Federal and state regulation 
of oil and natural gas production and transportation, tax and energy 
policies, changes in supply and demand and general economic 
conditions all could adversely affect BFC's ability to produce and 

                                                                  Page 27

<PAGE>

market its oil and natural gas.  Any dramatic change in market 
factors could have a material adverse effect on BFC's business, 
financial condition and results of operations.

Natural gas and oil are both commodities that have a high degree of 
price volatility.  BFC's production is geographically removed from 
major pricing points and so the gas produced has basis and overall 
price risk.  While BFC actively hedges a portion of its production, 
that portion of BFC's cash flow which is unhedged is subject to 
rapidly changing market prices.  Dramatic price decreases could have 
a material adverse impact on BFC's financial condition and results 
of operations.

Operating Hazards and Uninsured Risks

The oil and natural gas business involves certain operating hazards 
such as well blowouts, craterings, explosions, uncontrollable flows 
of oil, natural gas or well fluids, fires, formations with abnormal 
pressures, pipeline ruptures or spills, pollution, releases of toxic 
gas and other environmental hazards and risks, any of which could 
result in substantial losses to BFC.  The availability of a ready 
market for BFC's oil and natural gas production also depends on the 
proximity of reserves to, and the capacity of, oil and natural gas 
gathering systems, pipelines and trucking or terminal facilities.  In 
addition, BFC may be liable for environmental damage caused by 
previous owners of property purchased and leased by BFC.  As a 
result, substantial liabilities to third parties or governmental 
entities may be incurred, the payment of which could reduce or 
eliminate the funds available for exploration, development or 
acquisitions or result in the loss of BFC's properties.  In 
accordance with customary industry practices, BFC maintains insurance 
against some, but not all, of such risks and losses.  The occurrence 
of an event that is not covered, or not fully covered, by insurance 
could have a material adverse effect on BFC's business, financial 
condition and results of operations.  In addition, pollution and 
environmental risks generally are not fully insurable.  BFC 
participates in a number of its wells on a non-operated basis, which 
may limit BFC's ability to control the risks associated with oil and 
natural gas operations.

Competition

BFC operates in the highly competitive area of oil and natural gas 
exploration, exploitation, acquisition and production.  In seeking to 
acquire desirable producing properties or new leases for future 
exploration and in marketing its oil and natural gas production, as 
well as in seeking to acquire the equipment and expertise necessary 
to operate and develop those properties, BFC will face intense 
competition from a large number of independent, technology-driven 
companies as well as both major and other independent oil and natural 
gas companies.  Many of these competitors have financial and other 
resources substantially in excess of those available to BFC.  Such 
companies may be able to pay more for exploratory prospects and 
productive oil and natural gas properties and may be able to 
define, evaluate, bid for and purchase a greater number of 
properties and prospects than BFC's financial or human resources 
permit.

                                                                  Page 28

<PAGE>

Technological Changes

The oil and gas industry is characterized by rapid and significant 
technological advancements and introductions of new products and 
services utilizing new technologies.  As others use or develop new 
technologies, BFC may be placed at a competitive disadvantage, and 
competitive pressures may force BFC to implement such new 
technologies at substantial costs.  In addition, BFC's competitors 
may have greater financial, technical and personnel resources that 
allow them to enjoy technological advantages and may in the future 
allow them to implement new technologies before BFC.  There can be no 
assurance that BFC will be able to respond to such competitive 
pressures and implement such technologies on a timely basis or at 
an acceptable cost.  One or more of the technologies currently 
utilized by BFC or implemented in the future may become obsolete.  
In such cases, BFC's business, financial condition and results of 
operations could be materially adversely affected.  If BFC is unable 
to utilize the most advanced commercially available technology, its 
business, financial condition and results of operations could be 
materially and adversely affected.

Governmental Regulation and Environmental Matters

Oil and natural gas operations are subject to various federal, state 
and local government laws and regulations which may be changed from 
time to time in response to economic or political conditions.  
Matters subject to regulation include discharge permits for drilling 
operations, drilling bonds, reports concerning operations, spacing of 
wells, unitization and pooling of properties, environmental 
protection and taxation.  From time to time, regulatory agencies 
have imposed price controls and limitations on production by 
restricting the rate of flow of oil and natural gas wells below 
actual production capacity in order to conserve supplies of oil and 
natural gas.  BFC will also be subject to changing and extensive tax 
laws, the effects of which cannot be predicted.  The development, 
production, handling, storage, transportation and disposal of oil 
and natural gas, by-products thereof and other substances and 
materials produced or used in connection with oil and natural gas 
operations are subject to laws and regulations primarily relating to 
protection of human health and the environment.  The discharge of 
oil, natural gas or pollutants into the air, soil or water may give 
rise to significant liabilities on the part of BFC to the government 
and third parties and may result in the assessment of civil or 
criminal penalties or require BFC to incur substantial costs of 
remediation.  Legal requirements frequently are changed and subject 
to interpretation, and BFC is unable to predict the ultimate cost of 
compliance with these requirements or their effect on its operations. 
No assurance can be given that existing laws or regulations, as 
currently interpreted or reinterpreted in the future, or future laws 
or regulations will not materially adversely affect BFC's business, 
results of operations and financial condition.

                                                                     Page 29

<PAGE>

                              POWER GENERATION

1.   Electric Power Generation

Electric Power Project Ownership

The Company's power generation related assets include the Company's 
ownership interest in two operating cogeneration facilities and one 
project under construction.  These include:

     BPC, through BNC, a wholly owned subsidiary, owns:

     -  a 50% interest in the 85MW NCA#1 facility located 
        approximately 15 miles northeast of Las Vegas, Nevada, 
        which provides power under a long-term power purchase 
        agreement with Nevada Power Company (NPC)

     BPC owns:

     -  a 100% interest in the Kyocera Cogeneration facility  
        (Kyocera), a 3.2 MW inside-the-fence cogeneration facility 
        in San Diego, California  

     BPC, through BPS, owns:

     -  a 51% interest in CONAV, a Mexican corporation, which owns 
        a 4.0 MW inside-the-fence cogeneration project under 
        construction in Navojoa, Sonora, Mexico.  

Operations and Maintenance Services

BPS is an operations and maintenance provider which operates the 
NCA#1 and NCA#2 cogeneration facilities in Nevada, and manages the 
operation of the Kyocera cogeneration facility in San Diego, 
California.  BPS has experience with a wide variety of power 
generation technologies and equipment.  BPS focuses on optimizing 
revenue to the facility owner without compromising the safety of the 
personnel, the public, the environment or the equipment.

                                                                  Page 30

<PAGE>

2.   Power Generation Goals

The Company intends to more than double net generating capacity and 
net income from power generation to the corporation by the end of the 
year 2002, and to manage the Company's assets to maximize value and 
cash flow with an emphasis on building shareholder value.  

BPC intends to invest cash flow from the Company's assets and 
additional capital into a portfolio of power generation projects.  
BPC expects to increase generating assets from 92.2MWs gross 
(47.7 MWs Net) at the end of 1998 to 152.2 MWs gross (107.7 MWs net) 
in 2002.  The success of this strategy will be demonstrated by the 
growth of the Company's cash flow and earnings over time.  BPS's goal 
is to provide operations or oversight for the facilities owned by the 
Company as well as growth of the operations company through the 
addition of O & M contracts from outside parties.  BPS intends to add 
one new O & M contract from a non-affiliated party by the end of 1999 
and one contract per year thereafter.

3.   Industry History and Analysis

History

Facilities for the generation of electric power in the United States 
have historically been constructed, financed, owned and operated by 
utilities, and utilities still own and control most of the U.S. 
installed generating capacity, although with the advent of 
deregulation into the electrical industry, many utilities are 
currently divesting some of their generating assets.  In response to 
the energy crisis of the mid-1970's, Congress enacted the Public 
Utilities Regulatory Policy Act (PURPA) to promote the development of 
alternative energy and cogeneration technologies, thereby reducing 
the United States' dependence on foreign oil and gas.

Under PURPA, public utilities purchase electricity from "qualifying 
facilities" (QFs) at a price determined with reference to the 
utilities' "avoided cost."  Avoided cost is the incremental cost a 
utility would have to pay for electric energy which, but for the 
purchase from the QF, such utility would generate or purchase from 
another source.  The Federal Energy Regulatory Commission (FERC) 
administers PURPA, but the actual setting of rates based on avoided 
cost is the responsibility of state public utility commissions.  
These rates vary from jurisdiction to jurisdiction.  

The alternative energy industry grew rapidly in the 1980's and 
early 1990's.  Electric utilities became active participants in 
the industry through wholly owned subsidiary companies in the project 
development business and joint ventures with other developers, 
equipment manufacturers or other non-utility parties.  FERC has 
proposed changes to the definition of "avoided cost" which, under 
some circumstances, could reduce the rates paid to QFs.  
Additionally, certain state public utility commissions have 
instituted competitive bidding procedures for new power supplies.  
As a result of these factors, margins on power sales for new 
projects have narrowed, reducing growth in the industry, and 
resulting in consolidation among developers.

                                                                  Page 31

<PAGE>

Analysis

During the last three years, significant changes have occurred 
in the independent power industry in the United States and 
worldwide.  U.S. independent power development reached a low in terms 
of contracts signed and projects entering construction in 1995 when 
only 1.8 gigawatt hours (Gwh) of independent power capacity came on-
line in the U.S.  A number of factors, including a surplus of power, 
pending deregulation and the lack of availability of long-term power 
purchase agreements, made independent power development less 
attractive and less active in the United States.  Because of the 
downturn, the backlog of projects under development has decreased 
dramatically from 1994.  This slow down is expected to continue 
through, at least, the year 2000.

The independent power industry is an industry in transition.  The 
industry has seen the merger and/or consolidation of many of the 
participants in the energy business in the recent past.  Some former 
participants have gone out of business and many large corporations 
involved in other areas of the energy business (i.e. major gas 
producers) have become involved and/or have merged with other 
participants.  Some companies have announced plans to build large 
merchant plants, capable of producing 300-500 MWs of power at 
strategic locations throughout the United States and major world 
population centers.  It is expected that the power from these 
merchant plants will be sold into existing markets on a competitive 
price basis.

The anticipated changes in the market, including open access, have 
created an expectation of lower prices for electricity in states 
where open access is being discussed.  As of yet, this expectation 
has not been realized by the consumer.  In many of the markets where 
open access is being reviewed, utility commissions are discussing 
adding a stranded investment cost recovery element to the total cost 
of electricity in the form of a surcharge which will be added to 
transmission of electricity from the supplier to the ultimate end 
user.  This surcharge or tariff is expected to last three to five 
years and will diminish the ultimate benefit of lower prices received 
by the purchaser of low cost power.  This may create an opportunity 
in areas where open access has not yet been implemented for the 
construction of inside-the-fence projects at industries that have a 
high thermal energy use along with high electrical usage.  These 
small inside-the-fence projects are an ideal market upon which the 
Company intends to focus.  The downturn of activity in the United 
States has created an interest in foreign countries from many U.S. 
developers.  Much attention has been focused on Latin America.  In 
its Latin America Energy Outlook 1996 , DRI/McGraw-Hill has projected 
a doubling of Latin America's total energy demand from 1995 to 2020 
which would translate into an increase in the region's total 
generating capacity from 190 gigawatts (GW) to 365 GW over the 25 
year period.  Brazil, Mexico and Argentina are expected to account 
for 75% of the region's average annual increase in electric demand 
making these countries the most attractive targets for private 
sector investment.

4.   The Target Market

The Company intends to focus initial development activities within 
Mexico and the United States because of opportunities within these 
countries that fit within the Company's expertise.  The Company, 
through its BPS subsidiary, is involved as majority owner of a 
project under development in Mexico.  This project has led to the 
identification of a number of other opportunities that the Company 

                                                                  Page 32

<PAGE>

intends to pursue in the near future.  BPS employs a development 
director for Mexico and plans to hire at least one additional 
professional and one engineer to support these activities. 

Between 1985 and 1995, electric power generation in Mexico increased 
at an average annual rate of 5.3 %.  Between 1995 and 2004, demand 
for electricity is expected to average 4.7% growth each year.  Total 
sales of electric power are expected to increase from 114,813 Gwh in 
1995 to 176,480 Gwh by 2004, a 54% increase.  The strongest demand 
for electricity is expected to be in the industrial sector, 
increasing at an average annual rate of 5.6% from 1995 to 2003 - 
from 62,429 Gwh in 1995 to 103,945 Gwh in 2004.  In all, 9,031 MW of 
capacity additions will be required for the Comision Federal de 
Electricidad (CFE), the national electrical utility which provides 
electric service for most of the country, to keep pace with expected 
demand and to replace or refurbish aging equipment.  This represents 
28.6% of the current total installed capacity in the country of 
31,524 MW.  Also, use of industrial cogeneration should increase.  
Comision Nacional para el Ahorro de Energia (CONAE) has identified 
1,700 industrial sites with a realistic cogeneration potential of 
3,500 to 6,500 MW.  These potential projects are primarily in the 
chemical, textiles, and glass industries.  Currently, most 
installed cogeneration systems are less than 25 MW.  

The Mexican regulatory process is much less restrictive than the 
regulatory process in the United States.  This is particularly true 
for areas away from the major industrialized cities, such as Mexico 
City.  Permits for cogeneration facilities under 25 MWs are approved 
by the local and state governmental agencies and do not require an 
extensive review by CFE.  These permits can generally be obtained in 
less than a year.  Because of these factors and the large number of 
opportunities for development of small cogeneration projects in 
Mexico, the Company intends to focus development efforts on projects 
under 25 MWs.

The Company believes that opportunities exist to participate in 
development activities within the United States on a limited basis.  
BPC expects to have the capital resources to carry out a small 
project from a greenfield development stage through completion of 
contracting, project finance and on to successful operation.  BPC 
expects to mitigate risk in any one project by partnering with other 
companies in this effort.

5.     Strategy

The Company?s business strategy is to maximize the value of existing 
assets and cash flow, while looking for new development 
opportunities within Mexico and the United States.  The initial 
development effort will focus on inside-the-fence cogeneration 
projects of less than 25 MW.  The Company intends to do this 
through the  following:

     -  Maximize Value of Existing Facilities.  The Company actively 
        participates in the management of the NCA#1 facility.  BNC, 
        through the members of the management committee, strives to 
        reduce expenses through careful budget review and 
        implementation of cost control  programs. The management 
        committee provides review and control of operation and 
        maintenance costs along with approval of major maintenance 
        and capital improvement expenditures. The management 
        committee provides review and directional input on such 
        issues as Power Purchase Contract management, fuel supply 

                                                                  Page 33

<PAGE>

        management and project  finance and debt service issues.  
        The management committee is also involved in monitoring 
        monthly operating information and budgetary performance 
        reports to identify   opportunities to increase operating 
        income.  By actively participating in the management of the 
        project, the Company is able to ensure that performance of 
        the facility is enhanced and that contract provisions are met.


     -  Project Development.  Development efforts will primarily 
        focus on projects in both Mexico and the United States.  
        The Company believes that opportunities exist in Mexico and 
        the United States in areas with high energy costs for the 
        development of inside-the-fence projects where both thermal 
        energy and electrical energy will be sold to the energy 
        user.  BPS is currently developing a cogeneration project 
        in Navojoa, Mexico and has its development manager exploring 
        additional development opportunities in Mexico.

        The Company's initial expenditures directed toward project 
        development are expected to be $400,000 in the second half 
        of 1998 and increasing thereafter until they are projected 
        to reach $1,200,000 in the year 2002.  Development efforts 
        in 1998 are being conducted through BPS and are included 
        in their budget.  Equity requirements for projects under 
        development are in addition to these amounts and will 
        continue throughout the development cycle.  As projects 
        are identified and initial development completed, 
        additional capital from cash flows will be dedicated for 
        project construction.

        The project currently being developed by the Company in 
        Navojoa, Mexico is under construction and expected to come 
        on-line in the second quarter of 1998.  The Company also 
        intends to develop one additional project in the 1998/2000 
        time frame with at least one additional 10 to 25 MW project 
        each year in 2001  and 2002.  For budgeting purposes, 
        revenue projections are based on the Company owning and 
        retaining an interest of between 51% to 100% in each of 
        these projects.

        Over the next three to five years, the primary focus 
        for the Company will be to develop the projects identified in 
        Mexico, to  continue to identify other areas where the best 
        development opportunities exist, and begin the process of 
        securing the necessary contracts and permits.  The Company 
        intends to retain an interest in projects that meet the 
        Company's goal of an expected internal rate of return of 
        above 15% for projects in the United States and 25% to 30% 
        for projects in Mexico, with appropriate upward adjustments 
        for projects with unusual circumstances or in the early 
        stages of development.  BPC believes that by maintaining an 
        interest in the projects it develops, it can increase its 
        project base as well as provide for recurring income from 
        ongoing projects.  

6.   Development

Representatives of the Company are involved in negotiations on 
several projects in Mexico.  Several presentations have been made 
and further discussions are being held.  AT THIS POINT IN TIME, 

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<PAGE>

NO FORMAL AGREEMENTS HAVE BEEN SIGNED AND THERE CAN BE NO GUARANTY
OR ASSURANCE THAT ANY AGREEMENTS WILL BE SIGNED.

This section should be read in conjunction with Table 1(c) "
Reorganized Power Cash Sources", and Table 1(d) "Reorganized Power 
Cash Uses" found on page 6 of this document.  Table 1(c) shows the 
expected cash from existing power projects and includes fees to BPS 
for operation of the existing NCA#1, NCA#2 and Kyocera projects, 
along with the projected income and fees from future projects.  
These tables are to be read in conjunction with Tables 2(c) and 
2(d) contained in the Appendix of this document.  The new business 
category included in the tables is based upon the possible 
development of the following three projects:

Project No. 1 is a 25MW cogeneration facility located in northern 
Sonora, Mexico.  The Company is in negotiations with the owners and 
developers of a new and advanced industrial park coupled with a 
bonded customs facility that is currently under construction.  The 
park already has agreements with tenants and is scheduled to grow.  
Given the advantages of the modern facilities in place, it is a 
desirable location.  The company is working directly with the owners 
of the park.  The project involves producing electric power for the 
tenants of the industrial park.  The possibility exists for wheeling 
power to other customers in the area.  A presentation for the 
combined-cycle cogeneration facility was made in March 1998 to the 
owners and was well received.  Arrangements are being made to 
conduct site surveys and negotiate working agreements between the 
parties.  The assumptions used in the financial section included in 
the Appendix to this document are for a 25MW cogeneration facility 
developed in 1998 with construction of the facility taking place in 
1999 and on-line operation beginning the first quarter of 2000.  The 
project will feature a gas turbine and a steam turbine generator.  
The project will be financed with 50 percent debt and 50 percent 
equity.  Power will be provided to the customer at a discount from 
the rate charged by CFE, the national electric utility.

Project No. 2 is a 10MW back-pressure turbine similar to the current 
CONAV facility located at the CECSO Project.  Development of the 
project could take place during 1999 with construction scheduled for 
the year 2000.  The project could come on-line in the first quarter 
of 2001.

Project No. 3 is a 25MW combined-cycle cogeneration facility similar 
to Project No. 1.  The same financial assumptions apply and the same 
model was used for this project.  The Company has had discussions 
with a number of host facilities with demands of this size.

THERE CAN BE NO GUARANTEE THAT ANY OF THESE PROJECTS WILL BE 
CONSTRUCTED OR THAT THE BOARD OF DIRECTORS WILL APPROVE THE COMPANY'S 
PURSUIT OF THE THREE DESCRIBED PROJECTS.  Management of the Company 
believes that there are currently opportunities for these and similar 
projects in Mexico and will continue, during the remainder of 1998, 
to explore the potential for developing such projects.  Several other 
project sites have been identified and negotiations with various 
parties are advancing.  

                                                                  Page 35

<PAGE>

7.   The Competition.  

The independent power industry is highly competitive.  The 
competition ranges from major developers with the largest being 
Edison Mission Energy, with 5,446 MWs in equity ownership in early 
1997, down to small developers with less than 5 MWs of ownership.

The top 25 independent power companies by net project ownership, 
include many international companies.  Many of the competitors are 
large or established companies with larger staffs and greater capital 
resources than the Company.

U.S. and Canadian developers still dominate the industry with 
approximately 51.3% of the total finance equity followed by Asian 
companies with 24.1% and European companies with 22.7% and others 
with 1.9%.  The top 25 independent power companies range in ownership 
from 5,446 MWs to 1,045 MWs under control.

There are currently 35 independent power developers active in Mexico 
with other independent power developers active in other Latin 
American and Caribbean countries.

The current trend is for companies interested in developing larger 
projects in the U.S. and Latin America to form consortiums and either 
to submit bids in response to RFPs submitted by the countries or 
to build merchant plants for utilization in the United States.

BPC plans to distinguish itself from its competition by concentrating 
on projects under 25 MWs which do not require the same intensive 
bidding and approval process as do the larger projects.  Because of 
the demand for power currently existing in Mexico, CFE has been 
cooperative with the construction of small inside-the-fence projects 
that supplement CFE's power production capabilities in particular 
areas and also help alleviate their need for added capacity.

The major barriers to entry into the independent power industry are 
the high capital costs involved in construction of power production 
facilities, the long lead-time and the costs associated with 
development activities, and the need for local knowledge in the areas 
where development opportunities are being pursued.

If the Company experiences success in the development of small-scale 
projects in Mexico, then other individuals or companies will likely 
enter the market.  Currently, equipment manufactures provide the 
primary competition in Mexico for small-scale facilities and their 
primary goal is to build and transfer ownership of the facility, 
which doesn't offer the customer the same long term commitment as 
the Company's philosophy of build, own and operate or build, lease 
and operate.

BPC's initial focus has been on producing electricity utilizing 
reconditioned, used equipment.   The price of new equipment has 
become very competitive over the past few years and may make it 
feasible to incorporate new equipment into new project development.  
Where feasible, new equipment will be utilized.  In applications 
where the use of new equipment is not feasible, reconditioned 
equipment may be used.  Reconditioning generation equipment is a 
thriving business in the United States.  The generation fleet in the 
United States is on average 20 years old, which lends itself to 
being replaced with newer, more state-of-the-art equipment, thus 

                                                                  Page 36

<PAGE>

further increasing the availability of used equipment.  Reconditioned 
equipment is less expensive and is as dependable as new equipment for 
the type of application the Company is pursuing in Mexico.  Older, 
smaller equipment is generally less efficient than newer, larger 
equipment and therefore has a higher cost per installed kwh than 
larger equipment.  The lower initial capital costs of used equipment 
offsets the higher operating costs inherent with smaller cogeneration 
facilities which may make used equipment more attractive, and 
therefore more profitable in small-scale applications.

On projects that have facility performance guarantee requirements the 
decision has to be made whether to utilize refurbished equipment or 
new equipment.  With new equipment the performance guarantees can be 
passed on, and assured by, the equipment supplier.  This is not always 
possible with refurbished equipment.  If the election is made to 
utilize refurbished equipment the Company assumes a worst case 
performance scenario in the economic model to offset the potential 
risks that can not be passed on to the equipment supplier.  On the 
CONAV project, as an example, costs associated with delayed start-up 
were built into the model at the beginning.  This reduced the 
potential of creating large negative impacts to the economic model 
from start up delays. 

8.	Power Generation Assets

The power generation and operating assets of the Company are shown on 
Table 3, "Power Generation Asset Schedule" and include the following:

                                                                  Page 37

<PAGE>

                                  Table 3
                   Power Generation Asset Schedule
<TABLE>
<CAPTION>
NAME        ON LINE DATE/        PURCHASER        FUEL TYPE         REVENUE       INCOME         DIVIDENDS     NOTES
            TERM OF              OF               SUPPLIER          ($000)        ($000)         TO BPC            
            CONTRACT             ELECTRICITY/     TERM                                           ($000)             
                                 THERMAL                                                                    
<S>         <C>                  <C>              <C>               <C>           <C>            <C>           <C>
NCA#1       ON LINE: 6/18/92     NEVADA POWER     NATURAL GAS       '95 41,748    '95 4,439(1)   '95 1,440     (1)Net Income-
                                 CO.              28.5% TEPI 20 yr                                             NCA#1
            30 Year Term                          33.7% TNGI 15 yr  '96 45,593(1) '96 6,758(1&2) '96 6,880(1)        
                                 GEORGIA PACIFIC  27.0% CNG 15 yr                                              (2)Includes One-Time
                                 (Wallboard)      10.8% Celsius     '97 42,511(2) '97 7,804(1)   '97 3,150(2)  Revenue from
                                                  15 yr                                                        Arbitration Settle. 
                                                                                                               and Reductions in 
                                                                                                               Reserve Accounts
                                                                                                                      
KYOCERA     ON LINE  3/23/89     Elec to Kyocera  NATURAL GAS       '95 1,510     '95 326(3)     CASH FLOW     (3)Net Income from
            Ten Year Primary     America & SDG&E  100% SDG&E                                                   Project before Income
            (Ten Year Extension                   Month-to-Month    '96 1,706     '96 234(3)     '95 507       Taxes
            Under Negotiation)   Thermal to                                                      '96 333              
                                 Kyocera America                    '97 1,713     '97 (167)      '97 394                     

CONAV       ON LINE EARLY-98     CELULOSA         #6 FUEL OIL                                                  '98 is First Year of 
            5 Year Term +        Purchases        Supplied by Host                                             Project Operation
            5 Year Extension     Electricity &                                                                 Est. on-line date 
                                 Steam                                                                         2nd Qtr. 98

                                                 O&M Contract Schedule

NCA#1 O&M   ON LINE 6/18/92      SEE NCA #1 ABOVE                   '95 1,974     '95 590(4)                   Contract has a Price
                                                                                                               Re-opener After Ten
            30 Year Term                                            '96 2,111     '96 573(4)                   Years
                                                                                                                         
                                                                    '97 2,074     '97 636                      (4)Incentive & 
                                                                                                               Operation Fee

NCA#2 O&M   ON LINE 2/1/93       NPC Purchases                      '95 1,936(4)  '95 552(4)                   Contract has a Price
                                 Electricity                                                                   Re-opener After Ten 
            30 Year Term                                            '96 2,039(4)  '96 528(4)                   Years    
                                 PABCO Purchases                                                                         
                                 Thermal                            '97 2,055     '97 621                      (4)Incentive & 
                                                                                                               Operation Fee
</TABLE>
                                                                  Page 38

<PAGE>

Bonneville Nevada Corporation 

Bonneville Nevada Corporation (BNC) was incorporated as a wholly 
owned subsidiary of BPC in Nevada in December of 1988.  BNC was 
formed to hold an interest in power generation assets related to 
the 85 megawatt Garnet Valley facility (NCA #1) of which BNC owns 
50%.  The other 50% interest is owned by Texaco Clark County 
Cogeneration Company (TCCCC), a wholly owned subsidiary of 
Texaco, Inc.

NCA#1, also known as the Garnet Valley Facility, is a combined cycle, 
gas fired cogeneration facility located near Las Vegas, Nevada 
consisting of three General Electric LM 2500 aeroderivative gas 
turbine generator sets with heat recovery steam generators (HRSG), a 
30 megawatt General Electric condensing steam turbine generator set, 
and an absorption chiller.  The project is a Qualifying Facility 
under the Public Utility Regulatory Policies Act.  The facility 
supplies thermal energy, in the form of exhaust gas from the gas 
turbines and chilled water, under a 30 year Heat Purchase Agreement 
with Georgia Pacific's (GP) wallboard manufacturing facility located 
on adjacent property.  The net electrical output is delivered to 
Nevada Power Company (NPC) under a 30 year Power Purchase Agreement 
(PPA).  The agreement provides for sale of 85 MW in a base load 
operation mode.  NCA#1 is also paid for the thermal energy provided 
to GP.

The NCA #1 cogeneration facility is part of the "baseload" resource 
mix for NPC.  The NCA #1 operating strategy is to operate at 85 MW 
(the contract capacity) in all available hours that provide payment 
for energy and capacity.  The plant was built with an excess margin 
of capacity due to the requirement to be able to deliver 85 MW 
under the worst conditions (120oF ambient in Las Vegas), and has the 
capacity to deliver an additional 5 to 10 MW during more favorable 
(cooler) conditions.

During late 1994 and 1995, NPC curtailed purchases of electrical 
power from NCA#1.  In July of 1995, NCA#1 together with NCA#2 filed 
a Demand for Arbitration and Statement of Claims with the Las Vegas 
office of the American Arbitration Association (AAA) seeking 
redress for the NPC curtailments during 1994-1995.  Arbitration 
hearings were held and an Interim Arbitration Award was issued.  The 
award established a guideline for trigger points to be utilized in 
determining the level of future curtailments.  Subsequently, the 
parties entered into a Settlement and Release Agreement wherein 
NCA#1 was awarded $829,920 for improper curtailments during the 
designated period.  Electric generation revenues have increased due 
to this Settlement and Release Agreement because the new 
curtailment trigger points established in the settlement resulted 
in lower levels of curtailment than were experienced in 1995.  In 
1996, NCA #1 experienced significantly lower levels of curtailment 
from NPC.  There were no curtailments of NCA#1 in 1997.

NCA#1 has recently completed renegotiation of the Power Purchase 
Agreement with NPC.  The renegotiations resulted in an amendment 
to the Power Purchase Agreement that reduces the overall cost of 
power to NPC and eliminates uncompensated curtailment from the 
contract.  The amendment provides that, under mutual agreement, 
NPC and NCA#1 can elect to displace a portion of NCA#1's 
production for a price that is acceptable to both parties.  The 
parties would agree upon a dollar rate, production amount and 
length of time for displacement, based on the economics at the 
time.  These displacement agreements are expected to occur in such 
times when the electrical power market is experiencing low demand 
and the fuel gas spot market prices are higher than the NCA#1 
contract prices.  NCA#1 will also sell any unneeded fuel gas at 
the high prices that exist at the time in the spot gas market.  
The settlement agreement includes a provision for the sale of 
excess energy to NPC under mutual agreement at market rates.  

                                                                  Page 39

<PAGE>

Under the current Power Purchase Agreement, NCA#1 is paid the 
Qualifying Facility Short-term tariff rate for any electricity 
transmitted to NPC over 85 MW.  Currently, the tariff rate is 
$17.80/MWH for summer on-peak deliveries and $13.80/MWH in all other 
periods.  At the current fuel gas prices, it is uneconomical to 
produce excess energy.  With the new provision that will allow for 
the pricing of excess energy at market rates, it is projected that 
NCA#1 may be able to economically produce excess energy at times in 
the future.  The amendment has been approved by the consortium of 
banks providing financing for the facility, executed by the parties 
and submitted to the Public Utility Commission of Nevada (PUCN), 
which must approve the amendment before it will become effective.  
A hearing on the amendment has been held.  The amendment is now 
scheduled to come before the Commission for consideration at their 
next regularly scheduled commission meeting.  Management believes 
that the amendment, if approved, will increase the value of the 
facility.  The amendment will replace the curtailment trigger points 
established in the earlier settlement.  Management expects to 
continue to focus efforts to decrease costs and increase revenue and 
income from the NCA #1 project.  

Active participation in the management of the NCA#1 facility has 
created the following improvements in the operation of the facility:


     -  Maintenance costs have been lowered and therefore, net 
        revenues are higher than projected.

     -  Project debt has been restructured to allow for lower 
        interest rates and a partial release of controlled reserve 
        accounts to the partners.

     -  Successful negotiations with NPC have led to the initiation 
        of a Displacement Agreement that has allowed capture of the 
        "spark spread" arbitrage.  This has resulted in increased 
        profits to both NPC and NCA#1.

     -  Successful negotiations with NPC have led to the 
        renegotiation of the Power Purchase Agreement.  If approved 
        by the PUCN, the new agreement will eliminate the financial 
        risk of curtailment.

Kyocera.

The Kyocera Cogeneration Facility, located in San Diego, California, 
has been in commercial operation since 1989. The Company owns 100% 
of this debt-free project.  The project is a 3.2  megawatt facility 
consisting of four 800 kilowatt Caterpillar lean burn reciprocating 
internal combustion engines, four exhaust heat recovery silencers,  
two 400 ton absorption chillers, one 650 ton centrifugal chiller 
and associated equipment, and a small photovoltaic system mounted on 
the roof of the Kyocera facility. Kyocera is an inside-the-fence 
cogeneration facility that sells all of its thermal energy in the 
form of chilled water and a major portion of its electricity to 
the host facility, Kyocera America, Inc., (KAI) for use in its 
microchip packaging manufacturing process. The facility is paid for 
electricity and chilled water as supplied to KAI pursuant to the 
Energy Supply Agreement (ESA) which has an initial term of 10 years 
and an option for a 10-year extension.  The initial 10-year term of 

                                                                  Page 40

<PAGE>

the ESA expires on March 31, 1999.  Negotiations with KAI to extend 
the contract and possibly expand the facility are currently 
underway.  The facility also has the ability, through a Standard 
Offer 1agreement, to sell excess electricity to San Diego Gas & 
Electric (SDG&E).

QF status currently provides the facility with a natural gas 
transportation tariff price advantage from SDG&E on the intrastate 
delivery portion of the natural gas fuel consumed by the project.

The Kyocera Cogeneration Facility is a load follow facility with 
excess electricity being sold to SDG&E during periods when it is 
economical to do so.  Historically, the project generated electricity 
to meet the full demand requirements of Kyocera America.  However, 
recent growth of the host facility has caused Kyocera's demand to 
exceed the cogeneration facility supply capabilities and, the 
facility now operates in a baseload mode with excess host electrical 
demand being supplied by SDG&E.

Discussions, regarding possible expansion of the cogeneration 
facility to meet Kyocera's additional demand, started in early 1997.  
Kyocera projects that by the year 2000 production will increase by 
100%, which, coupled with efficiency improvements, equates to at 
least a 50% increase in electrical and thermal energy 
requirements.  The Company and Kyocera entered into a Business 
Agreement in August of 1997 whereby both parties mutually agreed to 
investigate possible expansion of the cogeneration facility.  In 
March of 1998, the Company presented an expansion proposal consisting 
of six options based on Kyocera's criteria of 50% and 100% energy 
demand increases.  The options met the criteria with two designs 
based on reciprocating engines and one design based on a gas turbine 
duplicated at the 50% and 100% energy demand levels.  Kyocera is 
expected to complete technical review of the proposal by late 
April 1998, after which Kyocera will make a business decision that 
could culminate in a new, 15 to 20 year, Energy Service Agreement 
created around expansion of the cogeneration facility.

CONAV

The Company, through its wholly owned subsidiary, Bonneville 
Pacific Services, is the majority owner (51%) of Cogeneracion de 
Navojoa, S.A. e C.V. (CONAV), a Mexican corporation which owns a 
small, inside-the-fence, cogeneration project currently under 
construction at a recycled paper and cardboard manufacturing 
facility owned by Celulosa y Corrugados de Sonora, S.A. de C.V. 
(CECSO), near Navojoa, Sonora, Mexico.  The project is expected to 
begin commercial operation in the second quarter of 1998.  BPS, along 
with American and Italian individuals unaffiliated with the Company, 
are jointly developing the project.  The project primarily features 
re-conditioned equipment which will be owned and operated by CONAV 
under a lease/purchase arrangement with CECSO.  All of the power and 
thermal energy produced by the project will be used in the adjacent 
recycled paper and cardboard manufacturing company.  The project 
design features a 100,000 pound per hour heavy fuel fired package 
boiler, originally manufactured in 1969 by Combustion Engineering, 
and a 1971 4.5 megawatt Franco Tosi (Westinghouse licensee) back 
pressure steam turbine that has never been placed in service.   The 
steam produced by the package boiler will be used by the turbine to 
generate close to 100% of CECSO's electrical requirements.  The 
steam will then be used in the paper and cardboard production 
process.  Projected rates of return for the project are expected to 
be in the mid to high 20's.  Revenues are generated by the 
lease/purchase agreement between CONAV and CECSO and comprise both 
fixed rents (purchase price installments) and variable rents based 
on a 21% discount when compared to the rate charged for power 

                                                                  Page 41

<PAGE>

supplied by CFE, the national utility.  The CONAV project is designed 
to be a load follow facility based on the steam demand from CECSO 
during normal operation.  

BPS has entered into a loan agreement for the benefit of CONAV, and 
only for the benefit of CONAV, under which BPS has agreed to loan up 
to $1,000,000 to the other shareholders of CONAV.  Pursuant to the 
terms of the loan agreement, proceeds of the loan can only be used 
for construction of the facility.  The note bears an interest rate 
of 9% per annum, and is to be repaid from project cash flow 
distributions attributable to the other shareholders.  The loan is 
secured by the revenue stream from the project and through an 
assignment of the affected shareholder's interest.

Electric generation revenues from the project are expected to 
increase over time due to two factors:  1)  the current rate for 
electricity in Mexico is partially subsidized by the government so 
that it reflects trends in the international price for power and is 
predicted to increase at over 5% per year for the next three years, 
and 2) CECSO paper and cardboard production is predicted to increase 
by 37% over the next five years which will increase the demand for 
steam.  Incremental steam produced to meet increased process steam 
demands will result in more steam being available for generation of 
power and increased power sales to CECSO from CONAV.

CONAV has a three-member management committee.  Clark Mower, 
President of BPC and Todd Witwer, President of BPS represent the 
interests of BPS.  Robin Gaeta, the third member of the committee, 
represents the interest of Mrs. Vera Gaeta.  Ciro Andreozzi, a 
representative of the Italian owners, serves as an alternate.  The 
management committee currently meets once per month for project 
construction review and other corporate issues.  This schedule will 
continue after operation begins.

The lease/purchase agreement with CECSO shifts most of the operation 
and maintenance cost and responsibilities to CECSO with CONAV being 
responsible for operation and maintenance of only the steam turbine 
generator and associated accessories and oversight of the entire 
plant.  CECSO has responsibility for boiler and water treatment 
operation and maintenance and for providing fuel, which is the 
largest variable operating cost.

Bonneville Pacific Services Company, Inc. - Operations

Bonneville Pacific Services Company, Inc. (BPS) provides operation 
and maintenance related services.  BPS's experience is very diverse 
with previous involvement in hydroelectric, cogeneration, biomass, 
wind, geothermal, steam turbine generator sets, gas turbine frame 
and aeroderivative generator sets, reciprocating internal combustion 
engine generator sets, hot water/steam single and multi-pressure 
waste heat unfired and supplementally-fired boilers, fired aux-
boilers, aqua ammonia absorption refrigeration systems, chillers, 
selective/non-selective catalytic reduction systems, distributive 
control systems and water treatment systems.

BPS's heritage as an operator of projects owned by BPC has allowed 
BPS the unique ability to instill in its staff an owner-operator 
philosophy which is simply stated, "optimize net revenue to the 
project owner, without jeopardizing the safety of the personnel. 
the public, the environment or the equipment".  BPS focuses on 
maximizing returns to the project owners as a measure of its 
success and BPS has maintained that focus with its third party 
operation and maintenance agreements.

                                                                  Page 42

<PAGE>

BPS operates two 85 MW combined-cycle cogeneration facilities in 
Nevada (NCA#1 and NCA#2) and manages the operation of a 3.2 MW 
cogeneration facility at Kyocera America, Inc. in San Diego, 
California.  Prior to BPC filing for protection under Chapter 11 of 
the U.S. Bankruptcy Code, BPS provided the operation, maintenance 
and/or management of 30 of the facilities in which BPC was 
involved.  These projects ranged in size from small hydroelectric 
facilities to the 85 MW NCA cogeneration facilities.  In the 
operation, maintenance and management of these facilities, BPS 
employed over 60 full time personnel in four states.  

BPS has a history of developing and maintaining specialized in-house 
technical expertise, which provides significant cost savings to each 
of the projects BPS operates.  All BPS operational personnel are 
cross-trained, allowing them to provide maintenance support during 
emergencies and scheduled overhauls.  Because of this cross-training, 
overhauls at hydroelectric, frame and reciprocating engine 
installations have been handled with in-house personnel, avoiding 
the need to contract with third parties for these services.  BPS 
managed the reconditioning and executed the change-out of a 40 MW 
steam turbine with in-house personnel, again avoiding the additional 
cost of outside contract services.  BPS has computerized programs 
that are tailored to meet and exceed recommendations of equipment 
suppliers, engineers and prudent industry practices.  These programs 
are considered to be "real time" tools that are continually refined 
to suit conditions unique to each plant and its location.

BPS' personnel at advanced aeroderivative gas turbine facilities, 
such as NCA, are provided with continuing on-site and classroom 
training.  This gives BPS the unique ability to operate, trouble shoot 
and maintain the complex distributive control systems of the modern 
cogeneration facilities.  BPS has employees that have received 
specialized training which allows BPS to perform both hot section and 
compressor work without involving outside technicians.  

The NCA facilities were built with water conservation as a priority, 
which mandated that BPS also develop specialized in-house water 
treatment skills not usually found in modern combined cycle 
cogeneration facilities.  The benefits of skilled personnel are 
realized both in-house and in BPS' ability to provide trouble 
shooting and consulting services to other facilities. 

The NCA#1 and NCA#2 facilities provide BPS with a steady revenue 
stream from 30-year term operation and maintenance agreements.  
These agreements have provisions for renegotiation of the operating 
fee after 10 years.  BPS has a history of strong performance at these 
facilities with average reliability factors for the last four years 
of 98.5% and 99.6% respectively for the NCA#1 and NCA#2 facilities.  
The long term operation and maintenance agreements are structured 
with limited risk and liability to BPS.  BPS is assured of recovery 
of all onsite payroll-related costs.  Profits in addition to onsite 
costs are based on a subordinated $260,000 per project per year 
operating fee with annual adjustments for Consumer Price Index 
changes.  Incentives under the contracts are based on exceeding a 90% 
peak capacity factor.  Such incentives allow BPS to earn an 
additional bonus in excess of $345,000 per year at each facility.  
The performance of the facilities indicates that fee subordination 
should not be an issue and, on the average, above mid-range 
incentives will be achievable.  Incentives received for the last 
three years have averaged $359,824 per year at each facility.

                                                                  Page 43

<PAGE>

Substantially all revenue for BPS is provided from the contracts with 
the two NCA facilities.  While these contracts provide for assured 
recovery of all onsite payroll-related costs, fees received in excess 
of out-of-pocket costs are subordinated to project debt service, 
taxes and insurance.  Loss of these contracts, or substantial changes 
to the terms of the power sale agreement, or a change in ownership of 
BPS, could have a substantial impact on BPS revenues.

BPS's business strategy is to provide growth with additional 
contracts through its traditional field of power generation and to 
utilize its experience base in other fields.  BPS will implement this 
strategy in the following ways.

BPS's long-term plan is to continue to work with BPC to provide the 
synergy of working on a project through every phase, from development 
through operation and maintenance.  This provides BPC with the hedge 
of low cost support via an operation and maintenance group that 
maintains a broad economic focus which is driven by the projects 
bottom line. 

BPS believes that the current wave of de-regulation sweeping the 
power generation industry, could create a market for inside-the-
fence cogeneration units.  BPS, therefore, foresees advantages in 
the alliance BPS has created with the operator of the Kyocera 
facility, Generator Power Systems Inc. (GPS).  GPS is the Waukesha 
dealer for the San Diego area and DMT dealer for the state of 
California.  GPS's primary market is reciprocating engine power 
production equipment sales and service, with a particular interest 
in inside-he-fence micro cogeneration facilities.  This relationship 
was the basis for GPS and BPS's involvement in the CONAV project and 
is a part of the Kyocera expansion study, along with other 
development opportunities in the San Diego area that BPS is 
investigating.  

BPS has a formal alliance with Instalaciones TEP, S.A. De C.V. 
(TEPSA) which has an office in  Mexico City, Mexico.  TEPSA provides 
support to BPS' Director of Business Development for new project 
development in Latin America.  TEPSA's primary business is 
construction and provides development support through locating 
potential development opportunities in Mexico and conducting initial 
site visits and surveys, which is the basis for several of the 
current project under development in the Mexico City area.

The value of BPS will be significantly diminished if it is separated 
from the parent company.  The NCA#1 and NCA#2 Operation and 
Maintenance Agreements both contain provisions for replacement of 
the operator (BPS) if "there is a substantial change in the ownership 
of the operator.  This clause refers only to a change in the 
ownership of the operator, and not to a change in ownership of the 
parent company...".

BPS plans to actively pursue requests for proposal within the power 
generation industry for operation and maintenance services.  As BPS 
gains continued financial strength and with the resolution of BPC's 
bankruptcy, BPS expects to compete in the turnkey operation and 
maintenance market.  Turnkey operation and maintenance agreements 
typically contain more risk, which requires financial strength.  
However, these agreements bring with them the possibility for larger 
profit margins.

                                                                  Page 44

<PAGE>

9.   Risk Factors

Forward-Looking Statements

Readers are cautioned that all forward-looking statements involve 
risks and uncertainties including, without limitation, the factors 
set forth under the caption "Risk Factors" in this Business Plan 
and the Disclosure Statement.  Although current management believes 
that the assumptions underlying the forward-looking statements 
contained in this Business Plan, the Disclosure Statement or the 
Plan are reasonable, any of the assumptions could be inaccurate, 
and therefore there can be no assurance that such forward-looking 
statements will prove to be accurate.  In light of the significant 
uncertainties inherent in such forward-looking statements, the 
inclusion of such information should not be regarded as a 
representation by the Debtor, the Estate, the Trustee, the Trustee's 
Professionals, the Reorganized Debtor, current management or any 
other person that the objectives and goals of the Reorganized Debtor 
as described in this Business Plan will be achieved.

Power Project Development and Acquisition Risks

The development of power generation facilities is subject to 
substantial risks.  In connection with the development of a power 
generation facility, BPC must generally obtain power and/or steam 
sales agreements, environmental and governmental permits and 
approvals, fuel supply and transportation agreements, sufficient 
equity capital and debt financing, electrical transmission 
agreements, site agreements and construction contracts, and there 
can be no assurance that BPC will be successful in doing so.  In 
addition, project development is subject to certain environmental, 
engineering and construction risks relating to cost-overruns, 
delays and performance.  Although BPC may attempt to minimize the 
financial risks in the development of a project by securing a 
favorable long-term power sales agreement, entering into power 
marketing transactions, obtaining all required governmental permits 
and approvals and arranging adequate financing prior to the 
commencement of construction, the development of a power project may 
require BPC to expend significant sums for project development, 
preliminary engineering, permitting and legal and other expenses 
before it can be determined whether a project is feasible, 
economically attractive or financable.  If BPC were unable to 
complete the development of a facility, it would generally not be 
able to recover its investment in such a facility.

The process for obtaining initial environmental, site and other 
governmental permits and approvals is complicated and lengthy, often 
taking more than two to three years, and is subject to significant 
uncertainties.  As a result of competition, it may be difficult to 
obtain a power sales agreement for a proposed project, and the prices 
offered in new power sales agreements for both electric capacity and 
energy may be less than the prices in prior agreements.

BPC believes that although the domestic power industry is undergoing 
consolidation and that significant acquisition opportunities are 
available, BPC is likely to confront significant competition for 
acquisition opportunities.  In addition, there can be no assurance 
that BPC will continue to identify attractive acquisition 
opportunities at favorable prices or, to the extent that any 
opportunities are identified, that BPC will be able to consummate 
such acquisitions.

                                                                  Page 45

<PAGE>

Capital Requirements

Each power generation facility acquired or developed by BPC will 
require substantial capital investment.  BPC's ability to arrange 
financing and the cost of such financing are dependent upon numerous 
factors, including general economic and capital market conditions, 
conditions in energy markets, regulatory developments, credit 
availability from banks or other lenders, investor confidence in the 
industry and BPC, the continued success of BPC's current facilities, 
and provisions of tax and securities laws that are conducive to 
raising capital.  There can be no assurance that financing for new 
facilities will be obtained by BPC or be available to BPC on 
acceptable terms in the future.  In addition, there can be no 
assurance that all required governmental permits and approvals for 
BPC's new or acquired facilities will be obtained, that BPC will be 
able to obtain favorable power sales agreements and adequate 
financing, or that BPC will be successful in the development of 
power generation facilities in the future.

The limited availability of cash to meet equity requirements for 
projects will limit the size and scope of projects and opportunities 
the Company can reasonably consider.

BPC has, in the past, guaranteed certain obligations of its 
subsidiaries and other affiliates.  There can be no assurance that, 
in respect of any financings of facilities in the future, lenders 
or lessors will not require BPC to guarantee the indebtedness of 
such future facilities, rendering BPC's general corporate funds 
vulnerable in the event of a default by such facility or related 
subsidiary.

Competition

The power generation industry is characterized by intense 
competition, and BPC encounters competition from utilities, 
industrial companies and other power producers.  Many of these 
companies have substantially greater resources and/or access to 
the capital required to fund such activities than BPC.  In recent 
years, there has been increasing competition in an effort to obtain 
new power sales agreements, and this competition has contributed to a 
reduction in electricity prices.  In this regard, many utilities 
often engage in "competitive bid" solicitations to satisfy new 
capacity demands.  This competition adversely affects the ability of 
BPC to obtain power sales agreements and the price paid for 
electricity.   There also is increasing competition between electric 
utilities.  This competition has put pressure on electric utilities 
to lower their costs, including the cost of purchased electricity, 
and increasing competition in the future will increase this pressure.

Government Regulation

BPC's activities are subject to complex and stringent energy, 
environmental and other governmental laws and regulations.  The 
construction and operation of power generation facilities require 
numerous permits, approvals and certificates from appropriate 
federal, state and local governmental agencies, as well as compliance 
with environmental protection legislation and other regulations.  
While BPC believes that it has obtained the requisite approvals for 
its existing operations and that its business is operated in 
accordance with applicable laws, BPC remains subject to a varied and 
complex body of laws and regulations that both public officials and 
private individuals may seek to enforce.  There can be no assurance 
that existing laws and regulations will not be revised or that new 
laws and regulations will not be adopted or become applicable to BPC 
that may have an adverse effect on BPC's business or results of 
operations, nor can there be any assurance that BPC will be able to 

                                                                  Page 46

<PAGE>

obtain all necessary licenses, permits, approvals and certificates 
for proposed projects or that completed facilities will comply with 
all applicable permit conditions, statutes or regulations.  In 
addition, regulatory compliance for the construction of new 
facilities is a costly and time consuming process, and intricate and 
changing environmental and other regulatory requirements may 
necessitate substantial expenditures to retrofit existing facilities 
or to obtain permits for new facilities and may create a significant 
risk of expensive delays or significant loss of value in a project 
if the project is unable to function as planned due to changing 
requirements or local opposition.

Restructuring of the Domestic Electric Utility Industry

In an obvious attempt toward the deregulation of the United States 
electric utility industry, Congress has considered or is considering 
legislation that could either repeal or materially amend the Public 
Utility Regulatory Policies Act of 1978 ("PURPA") or the Public 
Utility Holding Company Act of 1935 ("PUHCA").  Simultaneously, the 
Federal Energy Regulatory Commission ("FERC") as well as many state 
legislatures and public utility commissions, including California and 
Nevada, are currently implementing or studying the potential 
deregulation of the electric power industry.  It is clear that the 
regulation of the electric utility industry is in a state of flux.  
It is unclear what measures will be ultimately adopted and their 
affect upon BPC.  However, the following trends should be noted.

First, BPC's historical business operations were highly dependent 
upon provisions of PURPA which sanctioned and encouraged the sale of 
electrical power by independent power producers to regulated 
utilities.  Any material modifications or the repeal of PURPA could 
materially alter BPC's competitive advantage and future business 
strategies.

Second, proposed modifications to PUHCA could permit independent 
power producers and  vertically integrated utilities to acquire 
retail utilities, and their associated transmission systems, 
without geographic limitations which have been a cornerstone of the 
PUHCA legislation.  In theory, this could allow power producers to 
transmit and sell their power (i.e., free access to wheeling) to 
retail markets throughout the country thereby dramatically increasing 
competition.  If, and to what extent deregulation occurs, BPC may be 
required to compete with larger, vertically integrated power 
producers on an increasing basis.

Third, in light of lower energy costs anticipated to accompany 
deregulation, retail utility companies are seeking ways to lower 
their energy costs by attempting to curtail, terminate or abandon 
high price facilities and long term supply contracts.  Such actions 
may be with the tacit encouragement of applicable public service 
commissions which seek to pass on reduced power costs to their 
ratepayers.  Simultaneously, publicly held utilities are seeking to 
maintain market share and profit margins for their stockholders.  
An example of this trend was the attempt of Nevada Power Company 
("NPC") in 1995 and 1996 to curtail production from qualified 
facilities in NPC's service area including the NCA#1 and NCA#2 
projects based upon NPC's long term power purchase agreements with 
these qualified facilities.  While management does not believe NPC's 
efforts were successful, current management has recognized that such 
market pressures will only increase in the future and is attempting 
to take appropriate steps to minimize their impact upon existing long 
term contracts.

                                                                  Page 47

<PAGE>

In summary, while the final impact of industry trends toward 
deregulation cannot be predicted with confidence, it is clear that 
deregulation will generally lead toward lower energy costs, smaller 
profit margins and will favor highly capitalized vertically 
integrated power producers.  This may provide additional incentive 
for foreign development.  BPC's ability to compete in a deregulated 
industry cannot be predicted at this time.

Energy Price Fluctuations and Natural Gas

Power purchase agreements with utilities typically contain price 
provisions which are, in part, linked to the utilities' cost of 
generating electricity.  In addition, BPC's fuel supply prices may be 
fixed in some cases or may be linked to fluctuations in energy 
prices.  In some cases there may be a period of time where project 
costs and revenues become unlinked due to regulatory delay.  These 
circumstances can result in high volatility in gross margins and 
reduced operating income, either of which could have an adverse 
effect on BPC's results of operations.

International Investments

Independent power development in Mexico is a new industry and is 
subject to ongoing regulatory change.  Development of projects in 
Mexico is subject to risks and uncertainties relating to the 
political, social and economic structures of Mexico, potential 
changes to the current regulations, fluctuations of inflation, 
currency valuation, currency inconvertibility, expropriation and 
confiscatory taxation.   While current management is not aware of any 
regulatory changes in process that would adversely affect the 
development activity that BPC currently expects to undertake, there 
can be no guaranty that this climate will continue to exist.  Another 
risk is the high rate of inflation that has been ongoing in Mexico 
for some time.  While inflation for 1995 and 1996 ranged between 
20% - 25%, inflation rates were under 16% for 1997.  As a hedge 
against inflation, BPC intends to immediately convert all cash flow 
from pesos into dollars.  Arrangements to make these exchanges have 
been completed with Mexican banks.  An additional hedge against 
inflation is that, while there is some lag behind inflation and the 
price per kilowatt hour charged by CFE for power, the price per 
kilowatt hour generally follows the inflationary trend and is 
increasing at similar rates and provides a natural hedge for 
inflation.  There can, however, be no assurance that this trend will 
continue in the future.  In the past, CFE rates for certain sectors 
have been subsidized.  It is CFE's stated goal to remove subsidies in 
the next three year period thereby creating a natural rise in the 
price per kilowatt hour charged for power as subsidies are removed 
and market rate levels are sought.  There can be no assurance that 
prices will continue to increase, and a decrease in rates charged by 
CFE would result in a corresponding decrease in the revenue from the 
project.  In negotiating additional contracts BPC will attempt to 
negotiate payment in U.S. dollars instead of in pesos.  Where that 
is not possible, pesos will be converted into U.S. dollars as soon 
as they are received.  Another area of risk is the exchange rate 
risk.  In addition to rapid inflation, and primarily as a result 
of that inflation, exchange rates from pesos to dollars have been 
increasing since 1995 when the peso went through a massive 
devaluation.  While BPC believes that efforts to develop additional 
power projects in Mexico will be successful, there can be no 
assurance that any additional projects will be completed.

                                                                  Page. 48

<PAGE>

Start-Up Risks

The commencement of operation of a newly constructed power plant 
involves many risks, including start-up problems, the breakdown or 
failure of equipment or processes and performance below expected 
levels of output or efficiency.  New plants have no operating history 
and may employ recently developed and technologically complex 
equipment.  Insurance is maintained to protect against certain of 
these risks, warranties are generally obtained for limited periods 
relating to the construction of each project and its equipment in 
varying degrees, and contractors and equipment suppliers are 
obligated to meet certain performance levels.  Such insurance, 
warranties or performance guarantees may not be adequate to cover 
lost revenues or increased expenses and, as a result, a project may 
be unable to fund principal and interest payments under its financing 
obligations and may operate at a loss.   A default under such a 
financing obligation could result in BPC losing its interest in such 
power generation facility.

In addition, power sales agreements, which are typically entered into 
with a utility or user early in the development phase of a project, 
often enable the utility or user to terminate such agreement, or to 
retain security posted as liquidated damages, in the event that a 
project fails to achieve commercial operation or certain operating 
levels by specified dates or fails to make certain specified 
payments.  In the event such a termination right is exercised, a 
project may not commence generating revenues, the default provisions 
in a financing agreement may be triggered (rendering such debt 
immediately due and payable) and the project may be rendered 
insolvent as a result.

General Operating Risks and Environmental Matters
 
The operation of power generation facilities involves many risks, 
including the breakdown or failure of power generation equipment, 
transmission lines, pipelines or other equipment or processes and 
performance below expected levels of output or efficiency.  Although 
BPC's facilities, and future facilities will, contain certain 
redundancies and back-up mechanisms, there can be no assurance that 
any such breakdown or failure would not prevent the affected facility 
from performing under applicable power or steam sales agreements.  In 
addition, although insurance is maintained to protect against certain 
of these operating risks, the proceeds of such insurance may not be 
adequate to cover lost revenues or increased expenses, and, as a 
result, the entity owning such power generation facility may be 
unable to service principal and interest payments under its financing 
obligations and may operate at a loss.  A default under such a 
financing obligation could result in BPC losing its interest in such 
power generation facility.

Discharges of pollutants into the air, soil or water may give rise to 
significant liabilities on the part of BPC to the government and 
third parties and may result in the assessment of civil or criminal 
penalties or require BPC to incur substantial costs of remediation 
and which could have a material adverse effect on BPC's results of 
operations. 

Impact of Curtailment

Power and steam sales agreements contain curtailment provisions 
pursuant to which the purchasers of energy or steam are entitled to 
reduce the number of hours of energy or amount of steam purchased 
thereunder.  Curtailment provisions are customary in power and steam 
sales agreements.   There can be no assurance that BPC will not 

                                                                  Page 49

<PAGE>

experience curtailment.  In the event of such curtailment, BPC's 
results of operations may be materially adversely affected.

Dependence on Third Parties

The nature of BPC's power generation facilities is such that each 
facility generally relies on one power or steam sales agreement with 
a single electric customer for substantially all, if not all, of such 
facility's revenue over the life of the project.  The power and 
steam sales agreements are generally long-term agreements, covering 
the sale of electricity or steam for initial terms of 20 or 30 
years.  However, the loss of any one power or steam sales agreement 
with any of these customers could have a material adverse effect on 
BPC's results of operations.  In addition, any material failure by 
any customer to fulfill its obligations under a power or steam sales 
agreement could have a material adverse effect on the cash flow 
available to BPC and, as a result, on BPC's results of operations.

Furthermore, each power generation facility may depend on a single 
or limited number of entities to purchase thermal energy, or to 
supply or transport natural gas to such facility.  The failure of 
any one customer, steam host, gas supplier or gas transporter to 
fulfill its contractual obligations could have a material adverse 
effect on a power project's qualifying status under PURPA regulations 
and on BPC's business and results of operations.

                                                                  Page 50

<PAGE>

                                 APPENDIX

     THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF 
THE DEBTOR OR ITS OPERATING SUBSIDIARIES.  THE BUSINESS PLAN 
REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR 
THAT WOULD BE OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF 
CURRENT MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF 
THE REORGANIZED DEBTOR.  HOWEVER, THE REORGANIZED DEBTOR'S FUTURE 
BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF 
DIRECTORS.  ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF 
ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS 
OF CURRENT MANAGEMENT AND THEREFORE THE FUTURE BUSINESS OPERATIONS 
OF THE REORGANIZED DEBTOR MAY DIFFER SIGNIFICANTLY FROM THE FUTURE 
BUSINESS OPERATIONS DISCUSSED IN THIS BUSINESS PLAN

<PAGE>

                         Table 2 here.
          Historical View of Sources and Uses of Cash

<PAGE>

                         Table 2a here
               Projected Sources and Uses of Cash

<PAGE>

                                  Table 2(b)
                     Reorganized Oil & Gas Cash Sources
<TABLE>
<CAPTION>
                   1998         1999         2000        2001        2002
<S>                <C>          <C>          <C>         <C>         <C>
Existing Oil & Gas $2,265,318   $2,037,150     $812,082    $689,187     $581,134
Future Oil & Gas    1,203,296    2,437,321    3,972,098   5,443,231    7,201,297

Borrowing             400,000            0    1,734,435   2,110,056    2,462,126
                      -------            -    ---------   ---------    ---------
TOTAL              $3,868,614   $4,474,471   $6,518,615  $8,242,474  $10,244,557
                   ==========   ==========   ==========  ==========  ===========
</TABLE>

                                  Table 2(c)
                       Reorganized Power Cash Sources
<TABLE>
<CAPTION>
                   1998         1999         2000        2001        2002
<S>                <C>          <C>          <C>         <C>         <C>
Existing Power     $4,622,099   $5,180,033   $5,617,079  $5,709,292  $6,193,155

Future Power          216,143      340,845    1,537,052   3,262,448   4,868,463

Borrowing                   0            0            0           0           0
                            -            -            -           -           -
TOTAL              $4,838,242   $5,520,878   $7,154,131  $8,971,740  $11,061,618
                   ==========   ==========   ==========  ==========  ===========
</TABLE>

                                  Table 2(d)
                                     TOTAL
                   Reorganized Oil & Gas and Power Cash Sources
<TABLE>
<CAPTION>
                  1998        1999          2000        2001        2002
<S>               <C>         <C>           <C>         <C>         <C>
Existing Total    $6,887,417  $7,217,183    $6,429,161   $6,394,479   $6,774,289

Future Total       1,419,439   2,778,166     5,509,150    8,708,679   12,069,760

Borrowing Total      400,000           0     1,734,435    2,110,056    2,462,126

Settlements        3,750,000           0             0            0            0
                   ---------           -             -            -            -
TOTAL            $12,456,856  $9,995,349   $13,702,746  $17,213,214  $21,306,175
                 ===========  ==========   ===========  ===========  ===========
</TABLE>

<PAGE>

                             PROJECT ASSUMPTIONS

Project #1
- ----------------------------------------------------------------------
     Size:              25.3 MW Net
     Type:              Combined Cycle
     Debt:              50%
     Interest Rate:     9.5%
     Financing Period:  15 Years
     On-Line Date:      3rd Quarter 2000
     Fuel Type:         Natural Gas

Project #2
- ----------------------------------------------------------------------
     Size:              10 MW
     Type:              Back Pressure Steam Turbine
     Debt:              50%
     Interest Rate:     9.5%
     Financing Period:  7 Years
     On-Line Date:      3rd Quarter 2001
     Fuel Type:         #6 Heavy Fuel

Project #3
- ----------------------------------------------------------------------
     Size:              25.3MW Net
     Type:              Combined Cycle
     Debt:              50%
     Interest Rate:     9.5%
     Financing Period:  15 Years
     On-Line Date:      3rd Quarter 2002
     Fuel Type:         Natural Gas

<PAGE>

                            CORPORATE ENTITIES

BFC          Bonneville Fuels Corporation (BFC), a Colorado 
             corporation, is a wholly owned subsidiary of BPC.  
             BFC is an oil and gas producer.  BFC's wholly owned 
             subsidiaries include BFMgt, BFO and CGC.

BFMgt        Bonneville Fuels Management Corporation (BFMgt), a Utah 
             corporation, is a wholly owned subsidiary of BFC.  BFMgt 
             provides energy related management services with a focus 
             on gas and electric sales, supply and consulting 
             services to a variety of customers.

BFO          Bonneville Fuels Operating Corporation (BFO), a Utah 
             corporation, is a wholly owned subsidiary of BFC.  BFO 
             is currently inactive.

BNC          Bonneville Nevada Corporation (BNC), a Nevada 
             corporation, is a wholly owned subsidiary of BPC.  BNC 
             is a general partner of NCA#1 and owns a 50% interest in 
             the NCA #1 power generation facility. 

BPS          Bonneville Pacific Services Company, Inc. (BPS), an 
             Idaho corporation, is a wholly owned subsidiary of BPC.  
             BPS operates and maintains power generation facilities.

BPC          Bonneville Pacific Corporation (BPC), a Delaware 
             corporation, is the intended holding company.

CGC          Colorado Gas Gathering (CGC), a Utah corporation, is a 
             wholly owned subsidiary of BFC.  CGC is the owner of a 
             small gas gathering system in Colorado that gathers gas 
             produced by BFC and others.

CONAV        Cogeneracion de Navojoa, S.A. de C.V. (CONAV), a Mexican 
             corporation, owns a 4.0 MW cogeneration project under 
             construction near Navojoa, Sonora Mexico.  BPS owns 51% 
             of CONAV.

Kyocera      Kyocera (Kyocera) is a 3.2 MW power generation facility 
             that is 100% owned directly by BPC.  Upon 
             reorganization, BPC intends to transfer its ownership to 
             Kyocera Cogeneration, Inc., a wholly owned subsidiary, 
             which will be formed for that specific purpose.

NCA #1       Nevada Cogeneration Associates #1 (NCA#1), a Utah 
             General Partnership, is the owner of an 85 MW power 
             generation facility located near Las Vegas, Nevada 
             which sells power to NPC.  This facility is operated by 
             BPS.  NCA#1 is sometimes referred to as the Garnet 
             Valley facility.  The partners in NCA#1 are BNC and a 
             subsidiary of Texaco (TCCCC).  Each partner owns a 50% 
             interest.

<PAGE>

NCA #2       Nevada Cogeneration Associates #2 (NCA#2), a Utah 
             General Partnership, is the owner of an 85 MW "sister" 
             facility to NCA #1 located near Las Vegas, Nevada.  
             NCA#2 was developed by Bonneville and Texaco and is 
             owned 50% by a Texaco Subsidiary and 50% by a Destec 
             subsidiary.  This facility is operated by BPS.  NCA#2 
             is sometimes referred to as the Black Mountain facility.

NPC          Nevada Power Company (NPC) is a Nevada public utility 
             which purchases power from the NCA #1 and NCA#2 power 
             generation facilities under long-term power purchase 
             agreements.  NPC is not affiliated with BPC.

<PAGE>

                                DEFINITIONS

As used in this document, the following terms have the following 
specific meanings.

Bbl means barrel.

Bcf means billion cubic feet.

Bcfe means billion cubic feet equivalent.

Behind pipe is a well that has been drilled, but not completed in an 
     additional productive zone.

BLM is Bureau of Land Management.

BTU is the quantity of heat required to raise the temperature of one 
     pound of water by 1 degree Fahrenheit.

Capital expenditures means all costs associated with exploratory and 
     drilling, leasehold acquisitions, land costs and related 
     expenditures, costs of construction, equipment costs, legal and 
     other contract costs, construction loan fees and capitalized 
     interest, and all other costs related to the completion of a 
     well or other project.

Capital expenditure budget means an estimate prepared by management 
     for the total expenditures anticipated to be incurred during 
     the subject time period.  This amount can deviate or fluctuate 
     due to the time of drilling of wells, environmental 
     considerations, acquisition of key fee, state and federal leases,
     and gas and oil prices.

Development well is a well drilled as an additional well to the same 
     horizon or horizons as other producing wells on a prospect, or 
     a well drilled on a spacing unit adjacent to a spacing unit 
     with an existing well capable of commercial production and 
     which is intended to extend the proven limits of a prospect.

Exploratory well is a well drilled to find commercially productive 
     hydrocarbons in an unproved area, or to extend significantly a 
     known prospect.

Farm-in is an assignment by the owner of a working interest in a gas 
     and oil lease of the working interest, or a portion thereof, to 
     another party who desires to drill on the leased acreage.  
     Generally, the assignee is required to drill one or more wells 
     in order to earn its interest in the acreage.  The assignor 
     usually retains a royalty or reversionary working interest in 
     the lease.  The assignee is said to have "farmed-in" the acreage.

Farm-out is an assignment to another party of an interest in a 
     drilling location and related acreage conditional upon the 
     drilling of a well on that location.

FERC  means Federal Energy Regulatory Commission.

<PAGE>

G & G means geology and geophysical.

Greenfield means beginning the development of a project from the 
     "ground up".  It begins with the idea for a project and then 
     proceeds to securing a location and obtaining all of the 
     necessary permits and contracts to allow for successful 
     completion of the project.

Gross gas and oil wells or gross acres are the number of wells or 
     acres in which BFC has an interest.

Inside-the-fence means that the net energy (electric and/or thermal) 
     produced by the facility is sold directly to the consumer(s) 
     (customers) facility which is either integrally connected or 
     adjacent to the power or cogeneration facility.

MBbl means thousand barrels.

MMBtu means million British thermal units.

Mcf means thousand cubic feet.

Mcfe means thousand cubic feet equivalent.

Mmcf means million cubic feet.

MMcfe means million cubic feet equivalent.

MTI - Mid Texas intermediate crude oil.

Natural Gas Equivalents are determined using the ratio of six Mcf 
     of natural gas to one barrel of crude oil, condensate or natural 
     gas liquids so that one barrel of oil is referred to as six 
     Mcf of natural gas equivalent of "Mcfe".

Natural Gas Volumes are stated at the legal pressure base of the 
     state or area in which the reserves are located at 60 degrees 
     Fahrenheit, unless otherwise indicated in this document.

Net gas and oil wells or "net" acres are determined by multiplying 
     "gross" wells or acres by BFC's working interest in those wells 
     or acres.

NOL is Net Operating Loss.

NYMEX is the New York Mercantile Exchange.


P & A is plug and abandon which is the procedure of permanently 
     closing the wellbore, eliminating surface equipment and 
     reclaiming the surface surrounding a wellbore.

Present Value of Estimated Future Net Revenues means the present 
     value of estimated future revenues to be generated from the 
     production of proved reserves calculated in accordance with 
     Securities and Exchange Commission guidelines, net of estimated 
     production and future development costs, using prices and costs 
     as of the date of estimation without future escalation, without 

<PAGE>

     giving effect to non-property related expenses such as general 
     and administrative expenses, debt service, future income tax 
     expense and depreciation, depletion and amortization, and 
     discounted using an annual discount rate of 10%.

PURPA means Public Utility Regulatory Policies Act.

QF means Qualifying Facility under PURPA.

Reserves means natural gas and crude oil, condensate and natural gas 
     liquids on a net revenue interest basis, found to be 
     commercially recoverable.  "Proved developed reserves" includes 
     proved developed producing reserves and proved developed behind-
     pipe reserves.  "Proved developed producing reserves" includes 
     only those reserves expected to be recovered from existing 
     completion intervals in existing wells.  "Proved developed 
     behind-pipe-reserves" includes those reserves that exist behind 
     the casing of existing wells when the cost of making such 
     reserves available for production is relatively small compared 
     to the cost of a new well. "Proved undeveloped reserves" 
     includes those reserves expected to be recovered from new wells 
     on proved undrilled acreage or from existing wells where a 
     relatively major expenditure is required for recompletion.

Reserve replacement cost means the cost to BFC of additions to BFC's 
     reserve base divided by the aggregate costs of developing or 
     acquiring those additional reserves.

SEC PV 10 is the method, as defined by the Securities and Exchange 
     Commission's regulation S-X, for determining the present value 
     of proven oil and gas reserves using a 10 percent discount rate.

Working interest in a gas and oil lease is an interest that gives the
     owner the right to drill, produce and conduct operating 
     activities on the property and to receive a share of production 
     of any hydrocarbons covered by the lease.  A working interest 
     in a gas and oil lease also entitles its owner to a 
     proportionate interest in any well located on the lands 
     covered by the lease, subject to all royalties, overriding 
     royalties and other burdens, to all costs and expenses of 
     exploration, development and operation of any well located on 
     the lease, and to all risks in connection therewith.

WTI - Prices for West Texas intermediate crude oil

<PAGE>

                                CLARK M. MOWER

BUSINESS EXPERIENCE

President/Chief Executive Officer - Bonneville Pacific Corporation 
( January 1992 to Present)

     Following Bonneville Pacific's filing for protection under 
     Chapter 11 of the Bankruptcy Code in December of 1991, 
     Mr. Mower was recommended by financial advisors to the Board 
     of Directors of Bonneville Pacific Corporation and selected by 
     the Board to assume the office of President and Chief Executive 
     Officer of the financially troubled company.

     After June of 1992, Mr. Mower has been in constant communication 
     with and has reported directly to the Trustee, Mr. Roger 
     G. Segal.  As President and CEO, Mr. Mower has been responsible 
     for the day-to-day operations of the company.  This includes 
     coordination of the management committee and assignment of 
     responsibilities as the company has been downsized.  Mr. Mower 
     has been responsible for providing advice to the Trustee as to 
     the financial viability of each of the subsidiaries so that 
     the Trustee could make decisions concerning the elimination of 
     the non-profitable operations.  The company is currently 
     operating profitably.  Mr. Mower has also been responsible for 
     the re-negotiation of contracts and financing commitments and 
     for banking coordination relating to the NCA#1 project during 
     the Company's bankruptcy.  Mr. Mower has had responsibility for 
     budgetary control and coordination with the Trustee concerning 
     the company operations.  

Chairman - of the Board of Directors, or as the sole director, for 
the wholly owned subsidiaries of Bonneville Pacific Corporation, 
and serves on the Management Committee for NCA#1.  

Vice President, Development, Bonneville Pacific Corporation 
(October 1990 to January 1992)

     As the Vice President of Development, Mr. Mower was responsible 
     for all Marketing and Development activities of the company.  
     As the Vice President, Mr. Mower was responsible for 
     identifying development opportunities and determining their 
     financial viability.  Once an opportunity had been identified 
     Mr. Mower was responsible for overseeing project negotiations 
     and permitting efforts.  The Development Department included a 
     staff of ten and also provided day-to-day management of the 
     project through the development process.  Mr. Mower had 
     budgetary responsibility for an annual development department 
     budget of $4,500,000 in addition to project budgets which 
     totaled over $300,000,000.

Development Director - Bonneville Pacific Corporation 
(November 1989 - September 1990)

     As the Development Director, Mr. Mower had responsibility for 
     overseeing the development of several projects throughout the 
     United States.  Mr. Mower also had supervisory and training 
     responsibility for junior level developers and their 
     activities.  During this period of time Mr. Mower also continued 
     with primary development responsibility for several projects.

<PAGE>

Development Manager - Bonneville Pacific Corporation 
(August 1988 - October 1989)

     As a Development Manager Mr. Mower had responsibility for the 
     development of several of the company's cogeneration projects 
     and permitting and coordination responsibility on all hydro and 
     geothermal projects.  Mr. Mower was also responsible for 
     acquisition, development and partial sale of a 20MW wood-fired 
     project.

     Projects developed by or under Mr. Mower's direction at 
     Bonneville include:

     Garnet Valley - 85 MW  Project, Las Vegas, Nevada (NCA#1)

          Final contract negotiations with the utility and thermal 
          host, non-recourse financing and turnkey construction 
          contract for this project and serves as the managing 
          partner representative on the management committee.  Led 
          management team that renegotiated the power contracts to 
          eliminate curtailment and led negotiations for refinancing.

     Black Mountain - 85 MW Project, Las Vegas, Nevada (NCA#2)

          Sister project to the Garnet Valley project.  Performed 
          similar functions prior to sale of project to Texaco.  Also 
          led management team that renegotiated the power contracts 
          to eliminate curtailment and led negotiations for 
          refinancing.

     SMUD - 132 MW  Project, Sacramento, California

          Site selection, bidding, contract negotiations and 
          permitting coordination for the project.  Entered into a 
          joint development agreement of the project and later sold 
          the project to the joint developer.

     Yuma Project  - 50 MW  Project, Yuma, Arizona

          Site selection, contract negotiations and permitting for 
          the project.  This was the first project to negotiate an 
          out-of-state contract for power supply to a California 
          study.

     Sheldon Springs Project - 52 MW  Project, Sheldon Springs, Vermont

          Prepared bid documents and negotiated the power purchase 
          agreement and steam sales agreement with the thermal host.  
          Acquired the site, re-zoned and subsequently subdivided the 
          land parcel for a profit.

     Ryegate - 22 MW Woodwaste Project, East Ryegate, Vermont

          Acquired this project in the last stage of development.  
          Negotiated the power purchase agreement and the turnkey 
          project.  Subsequently sold 75% of the project in two 
          separate transactions resulting in a net gain of over four 
          times the initial investment in the facility.

     Wailua Falls - 5 MW Hydro Project, Wailua, Kauai, Hawaii

          Negotiated land leases and local permitting for a two-unit 
          site in Hawaii.  Subsequently sold the project prior to 
          commercial operation.

Senior Vice President/Chief Operating Officer, Director, Member of 
the 3 man Executive Committee - Bingham Engineering, Salt Lake City, 
Utah   (July 1973 - July 1988)

     Prior to joining Bonneville Pacific, Mr. Mower served as 
     Executive Vice President and Chief Operating Officer of Bingham 
     Engineering Company.  Mr. Mower was employed by Bingham and 
     related companies for a period of 17 years.  The bulk of 
     Mr. Mower's experience was in the planning, development and 
     permitting of power projects throughout the Continental United 
     States and Hawaii, with special emphasis on project feasibility, 
     permitting, governmental approvals and environmental concerns.  
     Mr. Mower worked closely with city, county, state and federal 
     agencies regarding the approval process for projects designed 
     and engineered under his direction.  Mr. Mower also appeared as 
     a witness in, and conducted public hearings regarding projects 
     that he has been involved in.

     At Bingham, Mr. Mower's duties included scoping of the issues 
     involved, including involvement in and conducting of agency and 
     public meetings and overall responsibility for the preparation 
     and approval of the required environmental documents and agency 
     permits.  Mr. Mower has extensive experience with the Federal 
     Energy Regulatory Commission (FERC) and the federal licensing 
     process.

     While at Bingham Mr. Mower had responsibility for coordination, 
     administration and project assignments to a staff of 35-50 
     individuals and management of the budgeting process.  Mr. Mower 
     also served as a member of the Board of Directors and the three 
     man executive committee responsible for establishing and 
     administering company policy.
  
Vice President - Business Manager, Director - National Cattle 
Industries, Bountiful, Utah
(December 1970 - June 1973)

     At NCI Mr. Mower had responsibility for the marketing and 
     business management functions of the corporation.

EDUCATION

     Attended University of Utah - Business and Accounting

<PAGE>

                           STEVEN H. STEPANEK

BUSINESS EXPERIENCE

President/Board Member  - Bonneville Fuels Corporation 
(1/94 to Present)
General Manager - Bonneville Fuels Corporation (12/91 to 12/93)

     Management of the overall gas and oil producing activities and 
     energy marketing activities of an independent production company 
     with $20 million in sales and $5 million of cash flow. Owned 
     interests include over 300 wells of which 180 are operated which 
     represent over 70% of the Company's reserve value.  The gas 
     marketing and energy management activity has sales and customers 
     in Utah, Colorado, California and Arizona.  Responsibilities 
     include providing the owners with budgets, plans and 
     recommendations to manage production, plans for capital 
     expenditures and price risk mitigation over the planning horizon 
     and implementation of those plans.  Also responsible for 
     providing management oversight to a 85MW cogeneration plant 
     owned jointly by subsidiaries of Bonneville and Texaco as a 
     member of a four person management committee.

Vice President - Marketing, Bonneville Fuels Corporation 
(8/89 to 11/91)

     Designed and implemented fuel supply plans for cogeneration 
     projects and other industrial natural gas users.  
     Responsibilities included negotiating contracts for fuel supply, 
     transportation on interstate and intrastate pipelines, and local 
     distribution company lines.  Results included negotiating 
     multiple fuel supply contracts with 15 to 20 years gas purchases 
     and the firm transportation contracts to deliver that gas.  
     Additional duties included monitoring federal and state 
     regulatory bodies and participating in the regulatory process 
     through interventions and testimony before those bodies.

Industrial Account Executive - Minnegasco, a natural gas utility 
subsidiary of Arkla (7/88 to 8/89).

     Managed high volume and high load factor industrial accounts 
     for this major mid-western gas utility.  Responsibilities 
     included negotiating gas sales contracts, coordinating the 
     backup fuel (propane & oil) sales effort for the utility's non-
     regulated marketing affiliate, and arranging for the purchase 
     and delivery of backup fuel supplies.

Director of Industrial Marketing - Mountain Fuel Supply Co., (natural 
gas utility serving Utah and Wyoming) subsidiary of Questar 
Corporation (11/83 - 10/87)

     Managed the engineering and technical sales effort for the 
     largest industrial and high load factor commercial customers of 
     company.  Involved understanding MFS's competitive position, 
     the economics of alternate fuels and technologies, and federal 
     and state regulations affecting the industry.  The main thrust 
     was:  to find innovative ways for expanding systems to high 
     volume users, to promote gas utilizing technologies such as 
     cogeneration, oxy/gas burners, and gas/coke mixtures, and to 
     serve existing large volume customers.

<PAGE>

     Significant Accomplishments:

          Developed and implemented the system for transportation of 
          customer owned gas.

          Extended service to a major ski resort area requiring a 
          $1.4 million customer paid main line extension which 
          accommodated a cogeneration project plus seven commercial 
          and fifty residential customer additions.

          Extended service to a defense contractor requiring a 
          $2.6 million customer paid main line and commitment to 
          transport 700,000 decatherms annually for five years.

          Extended service to the state owned Great Salt Lake Pumping 
          Project requiring a $2.1 million main line to serve three 
          1200 hp pumps.

          Contracted with and served five major new cogeneration 
          projects in Utah and Colorado with a total of over 100MW 
          of installed capacity.

Assistant Director of Industrial Marketing - Mountain Fuel Supply Co., 
(11/82 - 11/83)

     Dealt with existing customers, solicited new customer 
     additions, prepared department budgets including revenue and 
     volume projections, and allocated department workload.

Industrial Engineer - Mountain Fuel Supply Co., (3/81 - 11/82)

     Prepared capital budget and equipment leasing analysis, 
     provided engineering analysis for the company's 2000 employees, 
     and coordinated a business office quality circle.  Major 
     projects included:  revision of the main and service line 
     extension policy, evaluation of the ultimate lease/purchase of 
     a telephone system projected to save $1.5 million over a five 
     year period, development of lease rates for an eight story 
     office building purchase by the company, and review of vendor 
     proposals for meter reading route enhancement systems.

EDUCATION

     M.B.A. Degree - University of Utah (Graduated 1980)
     B.A. Industrial Engineering - University of Iowa (Graduated 1978)

PROFESSIONAL

Registered as a Professional Engineer (P.E.) since 1986.

Participated in the Pacific Coast Gas Association including 
sponsorship of the Industrial Sales Seminar (1986), and Chairmanship 
of the Market Services Section (1987).

Member of the American Institute of Industrial Engineers (AIIE) 
1980 to 1987.  Personal activities resulted in the national award for 
Chapter Development in 1983.

Member of the Independent Producers Association of the Mountain 
States (IPAMS) Electric Deregulation Committee 

Member and past president of the Utah Association of Industrial 
Energy Users

<PAGE>

                            TODD L. WITWER

BUSINESS EXPERIENCE

President/Board Member - Bonneville Pacific Services Co., Inc. 
(1992 - Present)

     Responsible for business plan, development of new business 
     opportunities, corporate policy, corporate philosophy and 
     contract negotiations.  Management responsibility for operation 
     of three cogeneration facilities ranging in size from 3.2 to 
     85 MW.  This includes corporate management of the staffs of 
     three operating facilities and the corporate office staff of two 
     people.  Provide lead contact with the plant owners, lending 
     institutions, electric utilities, fuel suppliers, purchasers 
     of thermal energy, the owner's insurer and various licensing 
     and regulatory authorities. 

General Manager/Vice President - Bonneville Pacific Corporation 
(1991 - 1992)

     Operational responsibility for six cogeneration facilities 
     ranging in size from 9 to 85 MW.  This included managing five 
     Plant Managers, their operation and maintenance staffs 
     consisting of 9 to 17 people per site, and the corporate staff 
     of 3 people in the headquarters office.  Provided lead contact 
     with the plant owners, electric utilities, fuel suppliers, 
     purchasers of thermal energy, the project Insurer and various 
     licensing and regulatory authorities.

Manager - Technical Services - Bonneville Pacific Corporation 
(1988 - 1991)

     Lead responsibilities for technical aspects of operation and 
     maintenance activities of facilities managed, owned and/or 
     operated by Bonneville Pacific Corporation (BPC) or any of its 
     subsidiary companies.

     Monitor plant performance for efficiency, output, maintenance 
     and conformance to all technical and regulatory requirements.

     Responsible for selection and/or development of systems 
     necessary for monitoring and controlling all technical aspects 
     of the plants.

     Actively involved in supporting the plant management department 
     in procedure development, planning and scheduling, preventative 
     and planned maintenance, performance improvement and cost 
     control.

     Actively involved in supporting BPC Development and Engineering 
     departments in plant design and equipment selection.

Other Assignments:

     Start-up Manager - Lehi Cogeneration Facility
     Acting Plant Manager - Lehi Cogeneration Facility
     Acting Plant Manager - American Atlas No. 1

<PAGE>

     Planned and managed the technical aspects of replacing the steam 
     turbine at American Atlas No. 1

Assistant to Western Region Projects/Hydro/Nuclear Service Manager, 
Lafayette, California Westinghouse Electric Corporation Power 
Generation Service Division - (1986 - 1988)

     Planning and implementation of installation and maintenance 
     contracts involving job management and/or craft labor work 
     force.  Implementation of repair service work for Westinghouse 
     hydro, electric and nuclear plants in the Western Region of the 
     United States.

Assistant to Western Region Projects Manager, Portland, Oregon 
Westinghouse Electric Corporation - (1984 - 1986)

     Planning and implementation of installation and maintenance 
     contracts involving job management and/or craft labor work force.

Lead Installation Engineer, Start-up Engineer, & Field Service Engineer
Westinghouse Electric Corporation - (1977 - 1984)

     Lead Installation Engineer of the US Borax 49 MW Cogeneration 
     Facility in Boron, CA

     Start-Up Engineer on 750 MW fossil fuel steam turbine generation 
     plant for Montana Power Company in Colstrip, Montana.

     Field Service Engineer for maintenance contracts for various 
     public utilities.  Provided installation, upgrade and start-up 
     of Southern California Edison Coolwater/Westinghouse 520 MW Pace 
     Plant in Barstow, California.  

EDUCATION

     B.S.  Mechanical Engineering, California State University - 
     Chico   1977

PROFESSIONAL

     American Society of Mechanical Engineers
     Association of Energy Engineers

<PAGE>

                                JAMES O. CABLE

BUSINESS EXPERIENCE

Vice President Operations/Board of Directors Member - Bonneville 
Fuels Corporation (1995 to Present)

     Management of exploration, drilling, production, land, 
     information and office functions

     Business planning and analysis at the corporate and operations 
     level, including detail budgeting

     Reserve analysis and valuation

     Contributor to Bonneville Pacific business planning

Operations Manager/Engineering Manager - Bonneville Fuels Corporation 
(1990-1994)

     Management of drilling, production, land, information and office 
     Functions

     Engineering analysis of company reserves, production and 
     development opportunities and implementation

     Acquisition analysis and integration into company operations

     Computer system development, maintenance and custom application 
     programming

Manager of Operation - Avalon Energy Corporation (1987 - 1990)

     Management of production operations for 160 operated wells and 
     associated field and office staff

     Management of 200 non-operated properties

     Gas contract administration

     Engineering analysis of reserves, economics, production

General Manager, Concise Oil and Gas Partnership - Quinoco Oil & 
Gas Co. (1985 - 1987)

     Conceived, developed, and implemented the partnership to manage 
     non-operated, non-strategic properties

     Set up business, i.e. business plan, bank accounts, policies, 
     partnership, and staffing

     Wrote a network PC accounting system

     Implemented with 1300 properties, $20,000,000 asset value

<PAGE>

Manager Reserves, Quinoco Oil and Gas Co.

     Reserve analysis of 3500 properties, sec, bank, and auditor 
     reporting and liaison for 23 partnerships with 45,000 partners

     Various economic analysis of financing and partnership 
     arrangements as well as corporate planning support

Senior Engineer - Energy Methods (merged into Quinoco) (1983 - 1985)

     Acquisition analysis, economics and evaluations

     Reserve analysis of properties and partnerships

     Daily operations management of New Mexico and west Texas

     Computer programming for partnership reserve analysis

Reservoir and Pipeline Engineer - Worldwide Energy Co. (1981 - 1983)

     Reservoir and reserves engineering for Worldwide Energy 
     Properties

     Pipeline engineer for Central States Gas Co. with 350 gas wells, 
     600 miles of pipeline and compression

     Pipeline simulation and modeling of deliverability using sparse 
     matrix programming

Pipeline Engineer - WestGas Co. (PSCo)  (1978 - 1981)

     Gathering and transmission system analysis, design and 
     Installation

     Gathering system project engineer - roundup gas storage project

     Planning engineer for transmission system

     Pipeline and well deliverability computer modeling

Facilities Coordinator and Assistant Corporate Secretary - ISEP 
Corporation (Crow Canyon and Cherry Creek Schools)  (1972 - 1976)

     Provided operations and maintenance of various school facilities

     Planned and built remote mobile home campus with electrical 
     generation, potable water storage, and leach field system

     Provided transportation

EDUCATION

     B.S. Civil Engineering - University of Colorado (Graduated 1978)

PROFESSIONAL

     Member of the Society of Petroleum Engineers

     Member of the Institute of Electrical and Electronic Engineers

<PAGE>

                        KURBY K. BENDER, CPA

BUSINESS EXPERIENCE

Controller - Bonneville Fuels Corporation (1990 to Present)

     Manage all accounting functions of a corporate group that 
     operates approximately 180 wells in Colorado, New Mexico, and 
     Utah, and owns an interest in approximately 160 non-operated 
     wells.  (BFC markets or manages its own gas and additional 3rd 
     party gas totaling over 25,000 MMBTU/day to various 3rd party 
     markets.)  Designed internal systems to monitor pipeline 
     imbalances and to track and resolve variances in nominations, 
     received volumes, and paid volumes.  Manage banking and audit 
     relationships.  Manage insurance coverage for all property and 
     casualty requirements.  Manage all corporate income tax issues.  
     Involved in management of commodity price risk through use of 
     future, options, and swaps.  Supervise staff of four.  
     Recently played key role in debt restructuring of company.

Financial Consultant - Euratex Corporation (1989 - 1990)

     Temporary engagement to assist in the financial restructuring of 
     a public oil and gas exploration company.  Managed all 
     accounting and tax matters for the company.  Updated all 
     financial records after company had laid off entire accounting 
     staff six months previous to my engagement.  Prepared all 
     workpapers for SEC audit.  Designed and installed financial 
     systems.  Advised on fund raising plans related to new business 
     ventures.

Controller/Tax Manager - General Royalty, Inc. (1987 - 1989)

     Managed all corporate and partnership accounting, tax and 
     financial matters.  Instrumental in the planning for and 
     implementation of a multimillion dollar royalty acquisition 
     program.  Involved in the writing of the overall business plan, 
     sales prospectus and marketing plan.

Controller/Tax Manager - Martin Oil Company  (1981 - 1986)

     Managed accounting and tax functions for privately owned oil 
     company and its oil-field services subsidiaries.  Maintained 
     accounting records for company and subsidiaries during periods 
     of extremely rapid growth and significant staffing shortages.  
     Formulated banking and investment policy.  Developed, analyzed 
     and compiled financial data used to raise venture capital which 
     was subsequently used for exploration and development of oil 
     and gas wells in the western United States.  Responsible for 
     filing all state and federal tax returns.

<PAGE>

Controller - Aurora Public School  (1976 - 1981)

     Directed all accounting functions for one of the largest school 
     systems in the Rocky Mountain region.  Designed and implemented 
     computerized accounting system for $100 million/year business, 
     resulting in first time ever line item budget accountability.

Certified Public Accountant - Leslie E. Whittemore and Company, CPA's
Certified Public Accountant - Rhode, Titchenal and Scripter, CPA's
(1972 - 1976)

EDUCATION

     B.B.A. in Accounting - University of Iowa  (Graduated 1978)
     Dale Carnegie - Effective Speaking and Human Relations

PROFESSIONAL

     American Institute of Certified Public Accountants
     Colorado Society of Certified Public Accountants
     COPAS - Colorado.  General Member and Secretary of Tax Committee

<PAGE>

                         ROGER SWENSON

BUSINESS EXPERIENCE

Vice President of Energy Marketing - Bonneville Fuels Corporation 
(1990 to Present)

     Responsibilities include:

          Sales and marketing of company owned production

          Hedging and price risk management services

          To initiate natural gas sales or management services with 
          large natural gas end users

          Manage transportation for affiliated projects to minimize 
          cost

          Power marketing positioning for future sales

          Develop fuel supply plans for cogeneration projects under 
          development

     Achievements:

          Developed a marketing plan to capture high load factor, 
          high margin accounts

          Initiated a sales program that built outside sales to over 
          $9,000,000 per year

          Managed the transportation during the transition in 
          California to utility brokered capacity for projects in 
          Socal and PG&E territories

Senior Industrial Marketing Engineer - Mountain Fuel Supply Co. 
(1984 to 1990)

     Responsibilities:

          To negotiate special service arrangements for non-
          traditional service

          Develop conditions related to sales and transportation 
          Service

          Interact with existing or new customers concerning 
          questions dealing with services or rates

          Promote the development of cogeneration in Mountain Fuel's 
          territory

<PAGE>

     Achievements:

          Responsible for the development of a special improvement 
          district for financing a natural gas transmission line to 
          serve the Snowbird cogeneration system and the town of 
          Alta, Utah

          Established a discounted transportation rate that increased 
          transportation volumes by 4,500,000 Dths in an eighteen 
          month period.  Incremental revenue was approximately 
          $2,000,000

          Successfully negotiated a gas transportation agreement with 
          a major utility for volumes up to 20,000,000 Dths per year

Energy Management Coordinator - Murray City Power Company  
(1983 to 1984)

     Responsibilities:

          Initiate energy conservation programs

          Analyze demand side power resource planning

          Establish energy management program for city buildings

EDUCATION

     M.S. Industrial Engineering, University of Utah, 1989
     B.S. Physics, University of Utah, 1982

PROFESSIONAL

     Member of the Utah Association of Industrial Energy Users

     On the Independent Producers Association of the Mountain States 
     (IPAMS) Electric Deregulation Committee



                  DISCLOSURE STATEMENT (AMENDED) EXHIBIT "4"

          Orders Entered by the Bankruptcy Court on July 2, 1998

    a) Approving the Trustee's Disclosure Statement (Amended) for the
       Trustee's Amended Chapter 11 Plan for the Estate of Bonneville
               Pacific Corporation Dated April 22, 1998; and

     b) Scheduling Confirmation Hearing, Temporarily Allowing Claims
            for Voting Purposes and Approving Other Procedures

<PAGE>


              IN THE UNITED STATES BANKRUPTCY COURT

            FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
                                                                 
                                                                 
                          
- ----------------------------------------------------------------
In re:                          )
                                )
BONNEVILLE PACIFIC CORPORATION, )       Bankruptcy No. 91A-27701
                                )
               Debtor.          )            (Chapter 11)
- ----------------------------------------------------------------

        ORDER APPROVING DISCLOSURE STATEMENT (AMENDED) FOR
       TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF 
       BONNEVILLE PACIFIC CORPORATION DATED APRIL 22, 1998

     A hearing (the "Hearing") was held on the 3rd day of June, 
1998, before the Honorable John H. Allen, United States Bankruptcy 
Court Judge, on approval of the Disclosure Statement for Trustee's 
Chapter 11 Plan for the Estate of Bonneville Pacific Corporation 
dated April 22, 1998 (the "Disclosure Statement"). The Trustee, 
Roger G. Segal, was present and was represented by his special plan 
counsel, Martin J. Bienenstock of the firm of Weil Gotshal & 
Manges, L.L.P., and by his general counsel, Vernon L. Hopkinson and 
Daniel J. Torkelson of the firm of Cohne, Rappaport & Segal, P.C. 
 Peter Kuhn was present representing the United States Trustee.  
Wexford Management LLC was represented by Jeffrey W. Shields of 
Callister, Nebeker and McCullough and by Arthur Amron of Wexford 
Management LLC.  The Ad Hoc Committee of Common Shareholders was 
represented by James C. Swindler of Johnson & Hatch.  Wellhead 
Electric Company, Inc. and related entities were represented by 
Danny C. Kelly of Van Cott, Bagley, Cornwall & McCarthy and by 
Jeremy V. Richards of Pachulski, Stang, Ziehl & Young.  Ford Motor 

<PAGE>

Credit Company was represented by Kim R. Wilson of Snow, 
Christensen & Martineau.  Halcyon/Alan B. Slifka Management Company 
L.L.C., and Halcyon Offshore Management Company L.L.C. were 
represented by George W. Pratt of Jones, Waldo, Holbrook & 
McDonough and Mitchell A. Karlan of Gibson, Dunn & Crutcher.  
Norwest Bank, Minnesota, was represented by Paul J. Scheerer of 
Dorsey & Whitney.  C. Derek Anderson was represented by Paul F. 
Bennett of Gold, Bennett & Cera, L.L.P. and Noel S. Hyde of Nielsen 
& Senior.  Portland General was represented by Robert B. Lochhead 
of Parr, Waddoups, Brown, Gee & Loveless.  The Court noted other 
appearances, if any, on the record.

      The Court noted that there were objections filed as to the 
Disclosure Statement on behalf of C. Derek Anderson, Billy R. 
Thedford, the Ad Hoc Committee of Common Shareholders and Wexford 
Management LLC (collectively, the Objections").  

     The Court finds that notice of the hearing was properly given 
as required by law and by this Court's Order Scheduling Hearing on 
Approval of Disclosure Statement and Approving Form of Notice and 
Mailing and Publication Procedures dated April 22, 1998, and was 
appropriate and sufficient in the particular circumstances of this 
bankruptcy case.  

     At the Hearing, the Trustee's general counsel advised the 
Court that the Trustee intended to amend the Disclosure Statement, 
as well as the Trustee's Chapter 11 Plan for the Estate of 
Bonneville Pacific Corporation dated April 22, 1998, to incorporate 
several revisions which were described on the record of the 
Hearing. 

     At the Hearing, the Court heard the statements of counsel for 
the Trustee and counsel for the objecting parties.  At the 
conclusion of the Hearing, the Court ruled that it approved the 
Disclosure Statement subject to parties who had objected to the 

<PAGE>

Disclosure Statement being given ten (10) days to review the 
Trustee's amendments and file any objections thereto.  The Court 
instructed counsel for the Trustee to file any amendments to the 
Plan and Disclosure Statement and serve such amendments on the 
parties appearing at the Hearing not less than ten (10) days prior 
to the July 1, 1998 at 2:00 p.m. continued/adjourned hearing on the 
Disclosure Statement (hereafter the "Continued Hearing").

     On June 19, 1998, the Trustee filed, and served upon all 
parties appearing at the Hearing, his  "Trustee's Supplemental 
Motion Regarding (1) Disclosure Statement and (2) Plan Confirmation 
Issues" (the "Supplemental Motion"), which included, as Exhibits 
"A" and "B" attached thereto, the Trustee's amendments to the 
Plan and the Disclosure Statement (the "Amendments").  The Plan 
and the Disclosure Statement, as amended by the Amendments, and the 
respective exhibits thereto, are hereinafter referred to as the 
"Amended Plan" and the "Amended Disclosure Statement".

     At the Continued Hearing, the Court heard statements regarding 
the Amendments from counsel for the Trustee and counsel for the 
objecting parties.

     The Court, having reviewed the Amended Plan, the Amended 
Disclosure Statement, the Objections, the Trustee's Response to the 
Objections and the Supplemental Motion, and having heard the 
statements of counsel, entered its findings and conclusions into 
the record, including a finding that the Amended Disclosure 
Statement contains "adequate information" within the meaning of 
Section 1125(a) of the United States Bankruptcy Code (the "Code"). 
  
     Based upon the foregoing and for other good cause shown, each 
of the Objections is overruled and it is hereby 

<PAGE>

     ORDERED that, in accordance with Section 1125 of the Code and 
Rule 3017(b) of the Federal Rules of Bankruptcy Procedure, the 
Amended Disclosure Statement is hereby approved.

     DATED this ___ day of July, 1998.

                           BY THE COURT
                                                         

                           John H. Allen
                           United States Bankruptcy Court Judge

<PAGE>

                  CLERK'S CERTIFICATE OF SERVICE

     I HEREBY CERTIFY that I mailed true and correct copies of the 
foregoing Order to the persons named below, postage prepaid 
thereon, this ____ day of July, 1998.

Peter J.  Kuhn                     Noel S. Hyde
UNITED STATES TRUSTEE'S OFFICE     NIELSEN & SENIOR
9 Exchange Place, #100             60 East South Temple, #1100 
Salt Lake City, Utah 84111         Salt Lake City, UT  84111 

Roger G. Segal, Trustee            James Ricciardi
P.O. Box 11008                     Mitchell A. Karlan
Salt Lake City, Utah 84147-0008    GIBSON, DUNN & CRUTCHER
                                   200 Park Avenue, 48th Floor
Vernon L. Hopkinson                New York, NY  10166-0193
COHNE, RAPPAPORT & SEGAL
525 East 100 South, 5th Floor      Alan Gamza
Salt Lake City, Utah 84102         MOSES & SINGER
                                   1301 Avenue of the Americas
Martin J. Bienenstock              New York, NY  10019-6076
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue                   Joseph Wagda
New York, New York 10153           547 Blackhawk Club Dr.
                                   Danville, CA  94506
Jeffrey L. Shields
CALLISTER, NEBEKER & McCULLOUGH    Jeremy Richards
10 East South Temple, #800         PACHULSKI, STANG, ZIEHL & YOUNG
Salt Lake City, Utah  84133        Center City North Building
                                   10100 Santa Monica Blvd., #1100
George W. Pratt                    Los Angeles, CA  90067
JONES, WALDO, HOLBROOK & 
McDONOUGH                          Robert B. Lochhead
170 South Main Street, Suite 1500  PARR, WADDOUPS, BROWN, GEE &
Salt Lake City, UT  84101          LOVELESS
                                   P.O. Box 11019
Paul F. Bennett                    Salt Lake City, Utah 84147
GOLD, BENNETT & CERA, L.L.P.
595 Market Street, #2300           Harvey Greenfield
San Francisco, CA  94105           10 East 40th Street, 44th Floor
                                   New York, New York  10016

<PAGE>

Joel R. Dangerfield                Kim R. Wilson
9 Exchange Place, # 1123           SNOW, CHRISTENSEN & MARTINEAU
Salt Lake City, UT  84111          P.O. Box 45000
                                   Salt Lake City, Utah  84145
James C. Swindler
JOHNSON & HATCH                    Paul J. Scheerer
10 West Broadway, # 400            DORSEY & WHITNEY
Salt Lake City, Utah  84101        220 South 6th Street
                                   Minneapolis, Minnesota  55402
Danny C. Kelly
VAN COTT, BAGLEY, CORNWALL & McCARTHY
50 South Main, # 1600
Salt Lake City, Utah  84144


                              CLERK, U.S. BANKRUPTCY COURT


                              By:
                                      Deputy Clerk

<PAGE>

              IN THE UNITED STATES BANKRUPTCY COURT

            FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

- -----------------------------------------------------------------
In re:                          )
                                )
BONNEVILLE PACIFIC CORPORATION, )       Bankruptcy No. 91A-27701
                                )
              Debtor.           )            (Chapter 11)
- -----------------------------------------------------------------

     ORDER SCHEDULING CONFIRMATION HEARING, TEMPORARILY ALLOWING 
       CLAIMS FOR VOTING PURPOSES AND APPROVING OTHER PROCEDURES

     A hearing (the "Hearing") was held on the 3rd day of June, 
1998, before the Honorable John H. Allen, United States Bankruptcy 
Court Judge, on the Trustee's Motion Regarding Plan Confirmation 
Issues (the "Motion"). The Trustee, Roger G. Segal, was present 
and was represented by his special plan counsel, Martin J. 
Bienenstock of the firm of Weil Gotshal & Manges, L.L.P., and by 
his general counsel, Vernon L. Hopkinson and Daniel J. Torkelson of 
the firm of Cohne, Rappaport & Segal, P.C.  Peter J. Kuhn was 
present representing the United States Trustee.  Wexford Management 
LLC was represented by Jeffrey W. Shields of Callister, Nebeker and 
McCullough and by Arthur Amron of Wexford Management LLC.  The Ad 
Hoc Committee of Common Shareholders was represented by James C. 
Swindler of Johnson & Hatch.  Wellhead Electric Company, Inc., and 
related entities were represented by Danny C. Kelly of Van Cott, 
Bagley, Cornwall & McCarthy and by Jeremy Richards of Pachulski, 
Stang, Ziehl & Young.  Ford Motor Credit Company was represented by 
Kim R. Wilson of Snow, Christensen & Martineau.  Halcyon/Alan B. 
Slifka Management Company L.L.C., and Halcyon Offshore Management 

<PAGE>

Company L.L.C. were represented by George W. Pratt of Jones, Waldo, 
Holbrook & McDonough and Mitchell A. Karlan of Gibson, Dunn & 
Crutcher.  Norwest Bank, Minnesota, was represented by Paul J. 
Scheerer of Dorsey & Whitney.  C. Derek Anderson was represented by 
Paul F. Bennett of Gold, Bennett & Cera, L.L.P. and Noel S. Hyde of 
Nielsen & Senior.  Portland General was represented by Robert B. 
Lochhead of Parr, Waddoups, Brown, Gee & Loveless.  The Court noted 
other appearances, if any, on the record.

     The Court finds that notice of the Hearing was properly given 
as required by law and by this Court's Order Scheduling Hearing on 
Approval of Disclosure Statement and Approving Form of Notice and 
Mailing and Publication Procedures dated April 22, 1998, and was 
appropriate and sufficient in the particular circumstances of this 
bankruptcy case.  

     Immediately prior to the Hearing, the Trustee's general 
counsel had advised the Court that the Trustee intended to amend 
the Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific 
Corporation dated April 22, 1998 (the "Plan") and the Disclosure 
Statement for Trustee's Chapter 11 Plan for the Estate of 
Bonneville Pacific Corporation dated April 22, 1998 (the 
"Disclosure Statement"), to incorporate several revisions which 
were described on the record of the hearing on the Disclosure 
Statement.

     At the Hearing, the Court heard the statements with respect to 
the Motion from counsel for the Trustee, as well as from counsel 
for Wexford Management LLC.  Although the Court indicated at the 
Hearing that it would likely grant the relief requested in the 
Motion, the Court adjourned the Hearing until July 1, 1998 (the 

<PAGE>

"Continued Hearing") so that the Court could consider the Motion 
in light of the Trustee's amendments to the Plan and Disclosure 
Statement.

     On June 19, 1998, the Trustee filed, and served upon all 
parties appearing at the Hearing, his  "Trustee's Supplemental 
Motion Regarding (1) Disclosure Statement and (2) Plan Confirmation 
Issues" (the "Supplemental Motion"), which included, as Exhibits 
"A" and "B" attached thereto, the Trustee's amendments to the 
Plan and the Disclosure Statement (the "Amendments").  The Plan 
and the Disclosure Statement, as amended by the Amendments, are 
hereinafter referred to as the "Amended Plan" and the "Amended 
Disclosure Statement".  Also attached to the Supplemental Motion, 
as Exhibits "C", "D" and "E" were three (3) revised forms of 
Ballots to be sent to the holders of claims or interests 
(collectively, the "Ballots"), which include changes to the form 
of Ballot attached to the Motion consistent with the above 
referenced revisions to the Plan and the Disclosure Statement.  
Also attached to the Supplemental Motion, as Exhibits "F" and 
"G" were revised forms of  a "Mailed Notice" and  "Published 
Notice", which include changes to the forms of  the  "Mailed 
Notice" and  "Published Notice" attached to the Motion consistent 
with the above referenced revisions to the Plan and the Disclosure 
Statement.

     At the Continued Hearing, the Court heard statements from 
counsel regarding the Trustee's amendments to the Plan and the 
Disclosure Statement, the revised forms of Ballots (including 
objections to the form of the Ballots filed by C. Derek Anderson 
and Wexford Management LLC) and the revised forms of the Mailed 
Notice and Published Notice.

     The Court, having reviewed the Motion, the Supplemental 
Motion, the Amended Plan, the Amended Disclosure Statement, the 
revised Ballots (and the objections thereto), the revised Mailed 

<PAGE>

Notice and the revised Published Notice, and having heard the 
statements of counsel, entered its findings and conclusions into 
the record.  Based upon the foregoing and for other good cause 
shown, it is hereby ORDERED AS FOLLOWS:

     1.   A hearing (the "Confirmation Hearing") to consider 
confirmation of the Amended Plan and approval of the claim 
estimations, objections and settlements embodied in or contemplated 
by the Amended Plan, shall be held before the Honorable John H. 
Allen, United States Bankruptcy Court Judge, in his courtroom 
located in Room 376 in the Frank E. Moss Federal Courthouse, 350 
South Main Street, Salt Lake City, Utah, beginning at 9:00 o'clock 
a.m., on August 26, 1998.  The Confirmation Hearing may be 
continued from time to time without further notice to any party-in-
interest other than the announcement of the date of the continued 
hearing at the adjournment of the  preceding hearing.

     2.   Any objection to the Plan (a) must be filed in writing 
with the Court and a copy actually served on the Trustee's general 
counsel, Vernon L. Hopkinson of Cohne, Rappaport & Segal, 525 East 
100 South, Suite 500, Salt Lake City, Utah 84102; on the Trustee's 
special plan counsel, Martin J. Bienenstock of Weil Gotshal & 
Manges, L.L.P., 767 Fifth Avenue, New York, New York 10153; and on 
the office of the U.S. Trustee, 9 Exchange Place, #100, Salt Lake 
City, Utah 84111, by not later than August 17, 1998; (b) must state 
the name and address of the objecting party and the precise nature 
of the claim or interest of such party (i.e., the exact amount of 
the objecting party's asserted claim or interest and the actual 
consideration paid or otherwise given by such party in exchange for 
such asserted claim or interest); and (c) must state with 
particularity the legal and factual basis and nature of any 
objection.  

<PAGE>

     3.   The forms of Ballots which are attached to the 
Supplemental Motion as Exhibits "C", "D" and "E" are hereby 
approved.

     4.   In order to be counted as votes to accept or reject the 
Plan, all Ballots must be properly executed, completed and 
delivered to the Trustee by mail, overnight courier, or personal 
delivery, so that they are actually received by the Trustee no 
later than August 17, 1998.

     5.  Solely for purposes of voting to accept or reject the Plan 
and not for the purpose of the allowance of or distribution on 
account of a claim, and without prejudice to the rights of the 
Trustee in any other context, each claim within classes 5, 6, 7 and 
9 which has not previously been allowed, is and shall be 
temporarily allowed as follows:

          (a)  With respect to claims in class 5 (Prepetition 
               Selling Debenture Claims), each such claim shall be 
               temporarily allowed for voting purposes only in the 
               amount set forth on Exhibit "D" of the Plan, which 
               amounts have been uniformly calculated by the 
               Trustee as described in Article 4.2 (e) of the Plan.

          (b)  With respect to claims in class 6 (Post-petition 
               Selling Debenture Claims), each such claim shall be 
               temporarily allowed for voting purposes only in the 
               amount set forth on Column 2 of Exhibit "E" of the 
               Plan, which amounts have been uniformly calculated 
               by the Trustee as described in Article 4.2 (f) of 
               the Plan.  

          (c)  With respect to claims in class 7 (Limited Partner 
               Claims), each such claim shall be temporarily 
               allowed for voting purposes only in the amount set 
               forth on Column 2 of Exhibit "F" of the Plan, which 

<PAGE>

               amounts have been uniformly calculated by the 
               Trustee as described in Article 4.2 (g) of the Plan.

          (d)  With respect to claims in class 9 (Section 510(b) Equity 
               Claims), each such claim shall be temporarily 
               allowed for voting purposes only in the amount set 
               forth on Exhibit "H" of the Plan or Column 3 of 
               Exhibit "I" of the Plan, which amounts have been 
               uniformly calculated by the Trustee as described in 
               Article 4.2 (I) of the Plan.   For purposes of 
               calculating Column 3 of Exhibit "I", the amount of 
               the credit in Column 2 of Exhibit "I" should be 
               calculated at $2.14 for each share of Existing 
               Common Stock which has not been reported by the 
               Claimant to the Trustee as having been sold.  Such 
               $2.14 per share figure is midway between the low 
               estimate ($1.93) and high estimate ($2.36) for the 
               value of the Plan Common Stock (which is to be 
               valued by the Bankruptcy Court at the Confirmation 
               Hearing) as discussed in detail in the Disclosure 
               Statement.

          (e)  Notwithstanding subparagraphs (a) through (d) above, 
               if a claim in class 5, 6, 7 or 9 is listed on the 
               relevant Exhibit to the Plan as "disputed", or if 
               the Trustee has filed an objection to a claim at 
               least ten (10) days prior to the expiration of the 
               period during which holders of claims may vote to 
               accept or reject the Plan, such claim(s) shall not 
               be temporarily allowed for voting purposes.

     6.   If any claimant wishes to seek the temporary allowance of 
its claim for voting purposes in an amount different than that set 
forth in paragraph 5 above, then such claimant must file its own 
additional motion pursuant to Rule 3018(a) to so request temporary 
allowance for voting purposes in an amount different from that set 
forth in paragraph 5 above.  In the event a claimant does so file 
its own additional Rule 3018(a) motion, (a) the claimant must serve 
such motion (with a notice of hearing thereon) on the Trustee's 
general counsel, the Trustee's special plan counsel and on the 
United States Trustee at the addresses set forth above; and (b) the 
claimant must have such motion heard by the Bankruptcy Court not 
later than August 17, 1998.

     7.   If any claimant objects to the method of calculation, 
settlement, resolution or  allowance of the claims in classes 5, 6, 
7 and 9, as provided in the Plan, such claimant must file a written 
objection with the Court, with a copy actually served on the 
Trustee not later than August 17, 1998.  If  such  an objection is 
not timely filed and the Plan is confirmed, then such claimant's 
claim(s) in classes 5, 6, 7 and 9 will be allowed only in those 
"Allowed Amounts" expressly set forth in the Plan.

     8.   The forms of "Mailed Notice" and  "Published Notice" 
which are attached to the Supplemental Motion as Exhibits  "F" and 
"G", respectively, and the proposed method in which the Trustee 
will mail or publish such notices, provides good and sufficient 
notice to all known and unknown holders of claims, including 
without limitation, contingent claims, of the Confirmation Hearing; 
the deadline for the filing of objections to the Plan; the deadline 
for the receipt of ballots to accept or reject the Plan; notice to 
claimants in classes 5, 6, 7 and 9 that their claims have been 
temporarily allowed for voting purposes only as set forth in 
paragraph 5 above unless the claimant files its own additional Rule 

<PAGE>

3018(a) motion within the deadline set forth in paragraph 6 above 
and, if the Plan is confirmed, their claims will be allowed only in 
the estimated "Allowed Amounts" expressly set forth in Article 4.2 
of the Plan unless the claimant files an objection to such 
treatment within the deadline set forth in paragraph 7 above; and 
all other matters set forth in the "Mailed Notice" and the 
"Published Notice", and therefore such notices, as well as the 
proposed method in which the Trustee will mail or publish such 
notices, are approved and adopted by the Court. 

     9.   The procedures set forth in paragraphs 13, 14 and 15 of 
the Motion, the terms of which are incorporated herein by this 
reference, to cause the Plan, the Disclosure Statement, the Ballots 
and the Mailed Notice to be mailed to creditors, current equity 
security holders, current debenture holders and other parties-in-
interest satisfies the mailing requirements of Rule 3017(d) of the 
Federal Rules of Bankruptcy Procedure. Such procedures are 
reasonably calculated, under the unique circumstances of this case, 
to give parties-in-interest that can be reasonably identified by 
the Trustee copies of the Plan, the Disclosure Statement and (where 
applicable) a Ballot, and notice by mail of the Confirmation 
Hearing, the deadline for the filing of objections to the Plan, the 
deadline for the receipt of ballots to accept or reject the Plan, 
and notice to claimants in classes 5, 6, 7 and 9 that (a) their 
claims have been temporarily allowed for voting purposes only as 
set forth in paragraph 5 above unless the claimant files its own 
additional Rule 3018(a) motion within the deadline set forth in 
paragraph 6 above and (b) if the Plan is confirmed, their claims 
will be allowed only in the estimated "Allowed Amounts" expressly 
set forth in Article 4.2 of the Plan unless the claimant files an 
objection to such treatment within the deadline set forth in 
paragraph 7 above, and all other matters set forth in such notices. 

<PAGE>

All other holders of claims (as defined in Section 101(5) of the 
Code), interest holders and other parties-in-interest shall be 
deemed unknown claimants, interest holders and parties-in-interest 
in the Debtor's bankruptcy case who shall have received by virtue 
of the published notices provided for herein good and sufficient 
notice of all matters referred to in this Order.  The procedures 
set forth in paragraphs 13, 14 and 15 of the Motion are hereby 
approved and adopted by the Court and the Trustee is authorized and 
empowered to mail the Plan, the Disclosure Statement, the Ballots 
and the Mailed Notice in accordance with such procedures by not 
later than July 20, 1998.

     10.  The procedure set forth in paragraph 15 of the Motion and 
the procedure set forth in paragraph 13(c) (including footnote 2) 
of the Motion, for transmitting  the Mailed Notice, the Plan, the 
Ballots and the Disclosure Statement to beneficial holders of the 
Debtor's existing common stock and the Debtor's 7-3/4% Convertible 
Subordinated Debentures is hereby approved pursuant to Rule 3017(e) 
of the Federal Rules of Bankruptcy Procedure.

     11.  Publication of the Published Notice in accordance with 
the procedures set forth in paragraph 18 of the Motion, the terms 
of which are incorporated herein by this reference, and in the 
newspapers listed therein is a procedure reasonably calculated, 
under the unique circumstances of this case, to give notice of the 
matters set forth in this Order and, therefore, the Published 
Notice shall supplement the mailed notices authorized and approved 
in this Order and shall also constitute due and adequate notice of 
the Confirmation Hearing and all other matters set forth in the 
Published Notice to all parties-in-interest (including without 
limitation, holders of unfiled and unscheduled claims, as defined 
in Section 101(5) of the Code) and other unknown claimants, equity 

<PAGE>

security holders and other parties-in-interest and in the Debtor's 
bankruptcy proceeding) who may not, for whatever reason, receive 
the Mailed Notice.  The procedures set forth in paragraph 18 of the 
Motion are hereby approved and adopted by the Court and the Trustee 
is authorized and empowered to publish the Published Notice in 
accordance with such procedures by not later than July 20, 1998.

     12.  The Trustee is authorized and empowered to take all 
actions as may be necessary to implement and effectuate the 
aforesaid mailings and publications.

     DATED this ___ day of July, 1998.

                             BY THE COURT


                             John H. Allen
                             United States Bankruptcy Court Judge

<PAGE>

                CLERK'S CERTIFICATE OF SERVICE

     I HEREBY CERTIFY that I mailed true and correct copies of the 
foregoing Order to the persons named below, postage prepaid 
thereon, this      day of July, 1998.

Peter J.  Kuhn                     Noel S. Hyde
UNITED STATES TRUSTEE'S OFFICE     NIELSEN & SENIOR
9 Exchange Place, #100             60 East South Temple, #1100 
Salt Lake City, Utah 84111         Salt Lake City, UT  84111 

Roger G. Segal, Trustee            James Ricciardi
P.O. Box 11008                     Mitchell A. Karlan
Salt Lake City, Utah 84147-0008    GIBSON, DUNN & CRUTCHER
                                   200 Park Avenue, 48th Floor
Vernon L. Hopkinson                New York, NY  10166-0193
COHNE, RAPPAPORT & SEGAL
525 East 100 South, 5th Floor      Alan Gamza
Salt Lake City, Utah 84102         MOSES & SINGER
                                   1301 Avenue of the Americas
Martin J. Bienenstock              New York, NY  10019-6076
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue                   Joseph Wagda
New York, New York 10153           547 Blackhawk Club Dr.
                                   Danville, CA  94506
Jeffrey L. Shields
CALLISTER, NEBEKER & McCULLOUGH    Jeremy Richards
10 East South Temple, #800         PACHULSKI, STANG, ZIEHL & YOUNG
Salt Lake City, Utah  84133        Center City North Building
                                   10100 Santa Monica Blvd., #1100
George W. Pratt                    Los Angeles, CA  90067
JONES, WALDO, HOLBROOK & 
McDONOUGH                          Robert B. Lochhead
170 South Main Street, Suite 1500  PARR, WADDOUPS, BROWN, GEE &
Salt Lake City, UT  84101          LOVELESS
                                   P.O. Box 11019
Paul F. Bennett                    Salt Lake City, Utah 84147
GOLD, BENNETT & CERA, L.L.P.
595 Market Street, #2300           Harvey Greenfield
San Francisco, CA  94105           10 East 40th Street, 44th Floor
                                   New York, New York  10016

<PAGE>

Joel R. Dangerfield                Kim R. Wilson
9 Exchange Place, # 1123           SNOW, CHRISTENSEN & MARTINEAU
Salt Lake City, UT  84111          P.O. Box 45000
                                   Salt Lake City, Utah  84145
James C. Swindler
JOHNSON & HATCH                    Paul J. Scheerer
10 West Broadway, # 400            DORSEY & WHITNEY
Salt Lake City, Utah  84101        220 South 6th Street
                                   Minneapolis, Minnesota  55402
Danny C. Kelly                     
VAN COTT, BAGLEY, CORNWALL &       Gavin Wilkinson
McCARTHY                           NORWEST BANK MINNESOTA, N.A.
50 South Main, # 1600              Sixth and Marquette
Salt Lake City, Utah  84144        Minneapolis, MN  55479-0069

BONNEVILLE PACIFIC CORPORATION
50 West Broadway, Suite 300
Salt Lake City, Utah  84101


                              CLERK, U.S. BANKRUPTCY COURT


                              By:
                                      Deputy Clerk




                  DISCLOSURE STATEMENT (AMENDED) EXHIBIT "5"

                   List From Debtor-in-Possession's Statement
                       Of Affairs of Prepetition Business

<PAGE>

        LIST OF BUSINESSES IN WHICH BONNEVILLE PACIFIC CORPORATION WAS A
                PARTNER OR OWNED 5% OR MORE OF VOTING SECURITIES:




                 NAME:          Bonneville Foods Corporation
             ADDRESS :          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Food processing, manufacturing and
                                marketing
       BEGINNING DATE:          06/03/88
          ENDING DATE:


                 NAME:          Bonneville Fuels Corporation
             ADDRESS :          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, develop, acquire, sell and deliver
                                natural gas and other fuels
       BEGINNING DATE:          06/17/87
          ENDING DATE:


                 NAME:          Bonneville McKenzie Energy Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, operate, and develop hydroelectric
                                generating facilities
       BEGINNING DATE:          02/  /89
          ENDING DATE:


                 NAME:          Bonneville Pacific Services Company, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, operate and provide maintenance for
                                power generation plants
       BEGINNING DATE:          11/20/86
          ENDING DATE:


                                      1

<PAGE>




                 NAME:          Bonneville-West Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, operate and develop micro-
                                cogeneration projects
       BEGINNING DATE:          09/24/69
          ENDING DATE:


                 NAME:          Bonneville-Nevada Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To engage in the business of cogeneration and
                                small power production (unregulated)
       BEGINNING DATE:          12/02/88
          ENDING DATE:


                 NAME:          Bonneville Wind Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate wind energy
                                projects
       BEGINNING DATE:          12/14/88
          ENDING DATE:


                 NAME:          Cogeneration Technology and Development
                                Company
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To conduct all lawful business pursuant to
                                Colorado Code
       BEGINNING DATE:          05/01/86
          ENDING DATE:


                 NAME:          Marport Development Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate certain projects
                                for the sale of crude oil and electricity
       BEGINNING DATE:          09/02/87
          ENDING DATE:


                                      2

<PAGE>


                 NAME:          Watsonville Cogen Corp.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of cogeneration projects and the
                                sale of electricity
       BEGINNING DATE:          01/11/89
          ENDING DATE:



                 NAME:          California Industrial Cogeneration
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of cogeneration projects and the
                                sale of electricity
       BEGINNING DATE:          01/11/89
          ENDING DATE:


                 NAME:          Bonneville Pacific-Island Park Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, develop, operate and maintain
                                hydroelectric facilities
       BEGINNING DATE:          02/24/89
          ENDING DATE:


                 NAME:          Fulcrum, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own, develop and operate hydroelectric
                                facilities
       BEGINNING DATE:          05/13/88
          ENDING DATE:



                 NAME:          Recomp, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Waste process management and composting

       BEGINNING DATE:          06/16/69
          ENDING DATE:


                                      3

<PAGE>




                 NAME:          Stillaguamish River Hydro, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, operate and maintain
                                hydroelectric facilities
       BEGINNING DATE:          03/20/90
          ENDING DATE:


                 NAME:          Sauk River Hydro, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, operate and maintain
                                hydroelectric facilities
       BEGINNING DATE:          03/20/90
          ENDING DATE:


                 NAME:          Skyomish River Hydro, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, operate and maintain
                                hydroelectric facilities
       BEGINNING DATE:          03/20/90
          ENDING DATE:


                 NAME:          Baker Power Company
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate hydroelectric
                                facilities
       BEGINNING DATE:          12/19/89
          ENDING DATE:


                 NAME:          Bonneville-Yuma Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own, operate and maintain
                                energy facilities
       BEGINNING DATE:          09/07/89
          ENDING DATE:


                                      4

<PAGE>




                 NAME:          Honolii Power Company, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own, operate and maintain
                                energy facilities
       BEGINNING DATE:          01/01/89
          ENDING DATE:


                 NAME:          Bonneville Pacific Capital Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Acquiring and selling interests in energy
                                projects
       BEGINNING DATE:          12/14/89
          ENDING DATE:


                 NAME:          Bonneville Vermont Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Acquiring and selling interests in energy
                                projects
       BEGINNING DATE:          04/27/90
          ENDING DATE:


                 NAME:          Sheldon Pacific Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Developing and owning power projects

       BEGINNING DATE:          06/05/90
          ENDING DATE:


                 NAME:          Bonneville Las Vegas Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own, operate and maintain
                                energy facilities
       BEGINNING DATE:          09/04/90
          ENDING DATE:


                                      5

<PAGE>




                 NAME:          Bonneville General Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Owning, acquiring and selling interests in
                                power projects
       BEGINNING DATE:          09/04/90
          ENDING DATE:


                 NAME:          Bonneville Springfield Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, construct, own, operate and
                                maintain wood-fired energy plants
       BEGINNING DATE:          12/18/90
          ENDING DATE:


                 NAME:          Bonneville Antioch Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Developing, owning and selling interests in
                                power projects
       BEGINNING DATE:          01/23/91
          ENDING DATE:


                 NAME:          Bonneville Sacramento Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Owning, acquiring and selling interests in
                                power projects
       BEGINNING DATE:          06/28/91
          ENDING DATE:


                 NAME:          Snowy Range Energy, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate wind energy
                                projects
       BEGINNING DATE:          02/20/91
          ENDING DATE:


                                      6

<PAGE>




                 NAME:          Bonneville Development Corporation
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Developing, owning and selling interest in
                                power projects
       BEGINNING DATE:          10/07/91
          ENDING DATE:


                 NAME:          Stone Creek Power Company
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of hydroelectric generating
                                facilities
       BEGINNING DATE:          05/08/86
          ENDING DATE:          12/18/89


                 NAME:          Pacific Hydro, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of hydroelectric generating
                                facilities
       BEGINNING DATE:          12/19/86
          ENDING DATE:          03/28/90


                 NAME:          Pacific Oregon Corp.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of hydroelectric generating
                                facilities
       BEGINNING DATE:          09/27/89
          ENDING DATE:          03/28/90


                 NAME:          Island Power Company
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Development of hydroelectric generating
                                facilities
       BEGINNING DATE:          03/15/88
          ENDING DATE:          06/   /90


                                      7

<PAGE>




                 NAME:          Pacific Turbine Systems, Inc.
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Pump-storage power generation

       BEGINNING DATE:          03/01/88
          ENDING DATE:          02/07/90


                 NAME:          Hawaii Power Company
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own, operate, maintain, acquire
                                and sell hydroelectric projects
       BEGINNING DATE:          01/01/88
          ENDING DATE:


                 NAME:          Koyle Equipment Associates
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Consulting, owning and operating
                                hydroelectric facilities
       BEGINNING DATE:          1984
          ENDING DATE:


                 NAME:          Ravenscroft Partnership
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To own and operate the Ravenscroft Ranch
                                Hydroelectric Plant
       BEGINNING DATE:          10/01/82
          ENDING DATE:



                                      8

<PAGE>




                 NAME:          BP Hydro Associates
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          Owning and operating cogeneration or
                                biomass facilities and hydroelectric projects
                                for production of electric capacity and energy
                                for sale
       BEGINNING DATE:          04/20/89
          ENDING DATE:


                 NAME:          Bonneville Aero Power Plant
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate wind energy
                                projects
       BEGINNING DATE:          10/31/89
          ENDING DATE:


                 NAME:          Bonn-Tech Partnership
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:

       BEGINNING DATE:
          ENDING DATE:


                 NAME:          Mammoth Lakes Limited Partnership
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:          To develop, own and operate geothermal
                                projects
       BEGINNING DATE:          08/06/85
          ENDING DATE:



                                      9

<PAGE>



                 NAME:          BP Thermal Associates
              ADDRESS:          257 East 200 South, Ste. 800
                                Salt Lake City, Utah 84111
   NATURE OF BUSINESS:

       BEGINNING DATE:          03/01/91
          ENDING DATE:






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