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 issue and )
sell or exchange not more than )
$250,000,000 of its No Par Serial )
Preferred Stock. )


DOCKET UE-960282
FIRST SUPPLEMENTAL ORDER
Background

  On March 11, 1996, PacifiCorp filed its application in the named matter 
requesting that the Commission affirm that the Company has complied with the 
requirements of RCW 80.08.040 with respect to its proposal to issue and sell or 
exchange, from time to time, shares of its fixed or floating rate No Par Serial 
Preferred Stock with an aggregate preference on involuntary liquidation of not 
more than $250,000,000.  On April 10, 1996, the Commission issued UE-960282 
approving the Company's request.

  On April 18, 1996, the Company filed its first amending application 
requesting that the Commission affirm that the Company has complied with the 
requirements of RCW 80.08.040 with respect to an additional proposal involving 
the issuance of subordinated debt by the Company to a special purpose entity 
(SPE) in support of preferred securities (Preferred Securities) issued by the 
SPE to the public.

  In addition, as the proposed SPE may be an "affiliated interest" of the 
Company, the Company has requested Commission approval of the related 
agreements in accordance with WAC 480 146-090.


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.

DOCKET UE-960282 Page 1
  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 DOCKET UE-960282 Page 1
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 amended proposals set forth in its amending application.

  2. PacifiCorp is hereby authorized to enter into guarantee and expense 
payment agreements substantially in the forms included with the Company's 
amending application.

  3. PacifiCorp to file, as soon as available:

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

   b. Verified copies of any agreement entered into in connection with the 
issuance of preferred stock or preferred securities pursuant to this Order.

  4. 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 24th day of April, 1996.

  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION




       Steve McLellan
       Secretary