BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application of   ) DOCKET  UE-980633
PACIFICORP for an Exemption  ) 
under RCW 80.08.047        ) Order Granting Exemption
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )


  On May 1, 1998, PacifiCorp (Company) filed this application, requesting that 
the Commission enter an order exempting from the provisions of RCW 80.08.030 
and 80.08.040 the proposed issuance and sale for cash, from time to time, of 
not more than 45,000,000 shares of the Company’s common stock (Shares).  
PacifiCorp specifically asks to be exempted from the requirements to file a 
description of the purposes of the issuance; a description of the porposed 
terms of the issuance; and a statement as to why the transaction is in the 
public interest.

  The Commission, having considered the application and appended exhibit, the 
information in its files concerning the Company, and the applicable law, and 
being fully advised in the premises, FINDS and CONCLUDES:

 1. The Commission has jurisdiction over this application pursuant to RCW 
80.08.047. 

 2. The Company is an Oregon corporation, having its principal administrative 
office at Portland, Oregon.  It is qualified to do business in the State of 
Washington.

 3. The Company has requested that the Commission exempt the issuuance of 
certain Shares of common stock (“the Shares”) from the provisions of RCW 
80.08.030 and 80.08.040 pursuant to the authority granted to the Commission 
under RCW 80.08.047.  Among other things, RCW 80.08.047 authorizes the 
Commission to exempt any security from any of the provisions of  Chapter 80.08 
of the  Revised Code of Washington if the Commission finds that the application 
of those provisions to the security is not required by the public interest.  
The Commission may grant an exemption subject to any terms and conditions that 
it may prescribe.

 4. The application of RCW 80.08.030 and 80.08.040 to the Shares is not 
required by the public interest.  If issued, the Shares would represent only 
approximately 13% of the outstanding common stock of the Company, assuming no 
other transactions in the common stock.  In addition, the Commission retains 
the ability to monitor the common stock transactions of the Company and to 
determine the appropriate regulatory treatment of such transactions in 
subsequent proceedings.  Accordingly, the Company’s Docket UE-980633          
Page 1

request should be granted, subject to the conditions prescribed below. Those 
conditions will assure that the Commission and its staff remain apprised of the 
financing activities of the Company during the term of the exemption.

 IT IS THEREFORE ORDERED THAT:

 1. The issuance and sale of the Shares by the Company for cash is hereby 
exempted from the provisions of RCW 80.08.030 and 80.08.040.

 2. The exemption granted in this Order will remain in effect until all of the 
Shares have been issued and sold.

 3. The Company must file reports of its issuances of common stock 
substantially in the form submitted with the Company’s application in this 
matter.

 4. The entry of this Order does not constitute the determination of the 
Commission of any utility rate making issues whatsoever, which issues are 
expressly reserved for decision until they are presented to the Commission in 
appropriate proceedings.

 5. The entry of this Order shall also not be construed as prior acceptance by 
the Commission of any Company expenditures for any purpose.

 6. Nothing in this Order shall be construed to obligate the State of 
Washington to pay or guarantee in any manner whatsoever any security issued, 
assumed or guaranteed by the Company.

 7. This Order is effective immediately.


 DATED at Olympia, Washington, this         th day of  May, 1998.

 WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



        PAUL CURL
        Acting Secretary