BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application of 
PacifiCorp for an order establishing 
compliance with RCW 80.08.040 with 
respect to its proposal to: 

(1) issue and sell or exchange not more 
than $1,600,000,000 of debt, 

(2) enter into credit support arrangements, 

(3) enter into currency exchanges, and 

(4) contribute or sell additional debt to 
special purpose entities.
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		ORDER  
		
		UE-991745
		
		
		ORDER ESTABLISHING COMPLIANCE WITH 
		RCW 80.08.040
	
		
BACKGROUND


 On November 9, 1999, 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 80.080.040, as amended, with respect to 
its proposal to (1) issue and sell or exchange not more than $1,600,000,000 of 
debt, (2) enter into credit support arrangements, 
(3) enter into currency exchanges, and (4) contribute or sell additional debt 
to special purpose entities.  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;
Docket UE-991745         Page 2

 (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 (1) issue and sell or exchange not more than $1,600,000,000 
of debt, (2) enter into credit support arrangements, (3) enter into currency 
exchanges, and (4) contribute or sell additional debt to special purpose 
entities.

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 Debt 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 8th day of December, 1999.

WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



       Carole Washburn
       Secretary