BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application of )
PACIFICORP for an order establishing ) DOCKET UE-981573
compliance with RCW 80.08.040 with  )
respect to its proposal to issue and )
sell or exchange its No Par Serial  ) ORDER ESTABLISHING
Preferred Stock in an amount not to ) COMPLIANCE
exceed $250,000,000.              ) 
. . . . . . . . . . . . . . . . . . . . )


  On December 16, 1998, PacifiCorp (the “Company”) filed its application in the 
named matter requesting that the Commission confirm that the Company has 
complied with the requirements of RCW 80.08.040, as amended, with respect to 
its proposal to issue and sell or exchange, from time to time, shares of its No 
Par Serial Preferred Stock in an amount not to exceed $250,000,000.  The 
application is filed pursuant to RCW Chapter 80 and WAC 480-146-080.

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 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.





DOCKET UE-981573         PAGE 1


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 and sell, from time to time, shares of its No 
Par Serial Preferred Stock in an amount not to exceed $250,000,000.

  2. PacifiCorp shall file, as soon as available:

  a. The Report of Securities Issued required by RCW Chapter 80.

   b. Verified copies of any Prospectus relating to the Preferred Stock within 
five days of submitting such filings to the Securities and Exchange Commission.

  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 any 
valuation of property claimed or asserted.

  DATED at Olympia, Washington, and effective this    th day of January, 1999.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION




       CAROLE J. WASHBURN
       Secretary