BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the matter of the Application of   )
PACIFICORP for an order establishing  )  DOCKET UE-960207
compliance with RCW 80.08.040 with  ) 
respect to its proposal to (1) issue and ) 
sell or exchange not more than   )  ORDER ESTABLISHING
$750,000,000 of debt, (2) enter into )  COMPLIANCE WITH
credit support arrangements   )  RCW 80.08.040
and (3) enter into currency exchanges. )

Background

  On March 13, 1996, the Commission entered an Order granting the application 
of PacifiCorp (Company) requesting that the Commission affirm that the Company 
has complied with the requirements of RCW 80.08.040 with respect to its 
proposal to (1) issue and sell or exchange, in one or more public offerings or 
private placements, fixed or floating rate debt (Debt) in the aggregate 
principal amount of not more than $750,000,000 or, if the Debt is issued at an 
original issue discount, such greater amount as shall result in an aggregate 
offering price of not more than $750,000,000 (or its equivalent amount in, or 
based upon, foreign currencies determined at the time of issue), (2) enter into 
letter of credit arrangements with one or more banks or such other agreements 
or arrangements as may be necessary or appropriate, from time to time, to 
provide additional credit support for the payment of the principal of, the 
interest on, and the premium (if any) on the Debt, and (3) enter into one or 
more currency exchanges.

  On August 21, 1997, the Company filed an amendment to its application of 
February 21, 1996, requesting that the Commission affirm that the Company has 
complied with the requirements of RCW 80.08.040 with respect to its amended 
proposal, which would increase the Debt by $400,000,000 as the Company has 
issued $700,000,000 of the amount originally proposed.  It is expected that the 
general description of the Debt proposed to be issued, the method of issuance 
and the use of the proceeds will be substantially as set forth in the original 
February 21, 1996, application of the Company.  


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, as amended, meets the requirements 
Docket UE-960207         Page 1
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 the proposal set forth in its amended application.

  2. PacifiCorp to file, as soon as available:

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

   b.  Verified copies of each Pricing Supplement to the Prospectus relating to 
each Bond issued.

   c. Verified copies of any agreement entered into in connection with the 
issuance of Debt pursuant to this Order.

  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 September, 
1997.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



        STEVE McLELLAN
        Executive Secretary