DOCKET  
UE-971598                                                                       
          Page 2

BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



In the Matter of the Application of       PACIFICORP for an order approving its 
amended Umbrella Loan Agreement and 
establishing compliance with 
RCW 80.08.040 with respect to its 
proposal to issue promissory notes
thereunder.
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		DOCKET  UE-971598
		
		
		
		ORDER APPROVING AMENDED UMBRELLA LOAN AGREEMENT
		


 On November 4, 1997, PacifiCorp (the Company) filed its application in the 
above named matter requesting that the Commission approve the Company’s amended 
Umbrella Loan Agreement and confirm that the Company has complied with the 
requirements of RCW 80.080.040, as amended, with respect to its proposal to 
issue promissory notes thereunder.  The application is filed pursuant to RCW 
Chapter 80 and WAC Chapter 
480-146.

FINDINGS

 THE COMMISSION FINDS:

 1. PacifiCorp, an Oregon corporation which conducts its electric utility 
operations in the State of Washington under the assumed business name of 
Pacific Power & Light Company, is a public service company subject to the 
jurisdiction of this Commission under the provisions of Chapter 80.08 RCW.

 2. As to form, the application herein meets the requirements of Chapter 80.08 
RCW and the rules and regulations of the Commission adopted pursuant thereto.

 3. The Company's application in this Docket, as amended, contains:  (a) a 
description of the purposes for which the proposed securities will be issued, 
certified by an authorized officer; (b) a description of the proposed 
issuances, including the terms of financing; and (c) a statement as to why the 
proposed transactions are in the public interest.

 4. An order consistent with the above findings should be entered.

O R D E R

 THE COMMISSION ORDERS:

 1. PacifiCorp has complied with the requirements of RCW 80.08.040 with respect 
to its proposal to issue promissory notes under its amended Umbrella Loan 
Agreement and the proposed form of the Umbrella Loan Agreement is approved.

 2. PacifiCorp shall file, as soon as available, a true copy of the amended 
Umbrella Loan Agreement as executed by the Company and its subsidiaries.

 3. This order shall in no way affect the authority of this Commission over 
rates, service, accounts, valuations, estimates or determination of costs, or 
any matters whatsoever that may come before it, nor shall anything herein be 
construed as an acquiescence in any estimate or determination of costs, or in 
any valuation of property claimed or asserted.

 DATED at Olympia, Washington, and effective this         th day of November, 
1997. 

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



       STEVE McLELLAN
       Secretary