26807.docx

(text box: 1)BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
PACIFICORP FOR AN ORDER AUTHORIZING
IT TO ISSUE AND SELL NOT MORE THAN
9,067,678 ADDITIONAL SHARES OF ITS
COMMON STOCK UNDER ITS DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN, AS AMENDED.                           
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CASE NO. PAC-E-97-1
ORDER NO.  26807
On March 11, 1993, PacifiCorp (Company) filed its original application in Case No. PAC-S-93-1 pursuant to Chapter 9, Title 61, of the Idaho Code and the Commission's Rules of Procedure (IDAPA 31.01.01.141-150) for authority to issue and sell not more than 15,000,000 additional shares of its common stock pursuant to its amended Dividend Reinvestment and Stock Purchase Plan (Plan).  On April 1, 1993, the Commission issued Order No. 24810 approving the Company's application.  On January 13, 1997, the Company filed a supplemental application requesting an order providing for the issuance of 10,000,000 additional shares (new shares) under the Plan and provided information concerning additional amendments to the Plan.
The Commission makes the following findings of facts and conclusions of law:
FINDINGS OF FACT
The Company was incorporated under Oregon law in August 1987 for the purpose of facilitating consummation of a merger with Utah Power & Light Company and changing the state of incorporation of PacifiCorp from Maine to Oregon.  The Company uses the assumed business names of Pacific Power & Light Company or Utah Power & Light Company within their respective service territories located in the states of California, Idaho, Montana, Oregon, Utah, Washington and Wyoming.
The Company proposes to issue not more than an additional 10,000,000 new shares (over an estimated four-year period), as the number of shares approved earlier by the Commission for issuance under the Plan is nearly exhausted.  As described in Order No. 24810, the Commission has previously authorized the issuance of shares under the Plan.  It is the Company's intention to seek authorization to issue additional shares under the Plan as necessary.
The new shares will be issued pursuant to the Company's Third Restated Articles of Incorporation and will constitute additional shares within the 750,000,000 shares currently authorized.  On December 31, 1996, a total of 295,139,753 shares of common stock were outstanding.  On the same date, 779,512 shares were reserved for issuance under the Plan.  The new shares will be ranked equally with outstanding shares in all respects.  The rights of these shares are set out in the Company's Third Restated Articles of Incorporation.
The Plan, as proposed to be implemented, differs in some respects from the Plan described in the Company's previous applications to the Commission.  The most significant change involves permitting participation in the Plan by persons other than shareholders and employees, which is expected to result in the sale of a greater amount of shares under the Plan.  Other amendments include:  increasing the minimum amount of initial optional cash payments by persons who are neither existing Plan participants or employees from $25 to $250; permitting the Company to waive the $25,000-per-quarter limit on optional cash investments; increasing the frequency of purchases on behalf of Plan participants from once per month to twice per month; charging participants certain administrative fees, including an enrollment fee; permitting partial reinvestment of dividends paid on shares held under or outside of the Plan; and permitting the Company to receive optional cash payments through automatic debit of participant bank accounts.  These amendments are generally consistent with changes implemented by other issuers over the last several years.
The purpose of the requested authority is to continue sales of new shares under the Plan.  The offering of additional shares under the Plan is consistent with the Company's desire to strengthen the common equity portion of its capital structure.  As the offering and issuance costs of the new shares are expected to approximate less than one percent of the proceeds, the offering is also an efficient means of obtaining permanent investment capital.
The anticipated results of the offering and sale of the new shares over an expected four-year period are as follows:
Estimated Results
Per Share       Total  
Gross proceeds*$20.875$208,750,000
Less:  Estimated Expenses  0.020      200,000
Net proceeds$20.855$208,550,000
Estimated Expenses
SEC Registration Fee  $ 63,400
Regulatory Agency Fees:
 State Commissions3,350
Counsel Fees15,000
Accountants' Fees3,350
Stock Exchange Listing Fees50,000
Printing, Engraving and Delivery Fees46,700
Miscellaneous Fees          18,200
Total$       200,000
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*Using the closing price of January 9, 1997.
The Company intends to use the proceeds for purposes set forth in Idaho Code § 61-901.  Proceeds may be used for one or more of the following purposes:  the acquisition of property; the construction, completion, extension, or improvement of facilities; the improvement of service; the discharge or refunding of obligations; and to reimburse the Company for funds expended from income or from other treasury funds that were not derived from the issuance of securities, provided that the funds to be reimbursed were used in furtherance of one or more of the utility purposes authorized by Idaho Code § 61-901.  To the extent that the funds to be reimbursed were used for the discharge or refunding of obligations, those obligations or their precedents were originally incurred in furtherance of a utility purpose.
The proposed issuances are a part of an overall plan to finance the cost of the Company's facilities taking into consideration prudent capital ratios, earnings coverage tests, and market uncertainties as to the relative merits of the various types of securities the Company could sell.
The Company has paid the fees required by Idaho Code § 61-905.
CONCLUSIONS OF LAW
The Company is an electrical corporation within the definition of Idaho Code § 61-119 and is a public utility within the definition of Idaho Code § 61-129.
The Idaho Public Utilities Commission has jurisdiction over this application pursuant to the provisions of Idaho Code § 61-901 et seq. and the application reasonably conforms to Rules 141 through 150 of the Commission's Rules of Procedure, IDAPA 31.01.01.141-150.
The method of issuance is proper.
The general purposes to which the proceeds will be put are lawful purposes under the Public Utility Law of the State of Idaho and are compatible with the public interest.  However, this general approval of the general purposes to which the proceeds will be put is neither a finding of fact nor a conclusion of law that any particular construction program of the Company which may be benefitted by the approval of this application has been considered or approved by this Order, and this Order shall not be construed to that effect.
The issuance of an Order authorizing the proposed financing does not constitute agency determination/approval of the type of financing or the related costs for ratemaking purposes which determination the Commission expressly reserves until the appropriate proceeding.
The application should be approved.
O R D E R
IT IS THEREFORE ORDERED that the supplemental application of PacifiCorp for authority to issue and sell not more than 10,000,000 additional shares of its common stock pursuant to its Dividend Reinvestment and Stock Purchase Plan, as amended, until all authorized shares have been sold, is approved.
IT IS FURTHER ORDERED that this authorization is without prejudice to the regulatory authority of this Commission with respect to rates, service, accounts, valuation, estimates or determination of costs, or any other matter which may come before this Commission pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that nothing in this Order and no provision of Chapter 9, Title 61, Idaho Code, or any act or deed done or performed in connection with this Order shall be construed to obligate the State of Idaho to pay or guarantee in any manner whatsoever any security authorized, issued, assumed, or guaranteed under the provisions of Chapter 9, Title 61, Idaho Code.
IT IS FURTHER ORDERED that PacifiCorp shall file as they become available:
a)The "Report of Securities Issued" required by 18 CFR 34.10.
b)A copy of any additional SEC Registration Statement for the Plan.
IT IS FURTHER ORDERED that issuance of this Order does not constitute acceptance of PacifiCorp exhibits or other material accompanying the application for any purpose other than the issuance of this Order.
THIS IS A FINAL ORDER.  Any person interested in this Order may petition for reconsideration within twenty-one (21) days of the service date of this Order.  Within seven (7) days after any person has petitioned for reconsideration, any other person may cross-petition for reconsideration.  See Idaho Code § 61-626.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho this                  day of February 1997.

RALPH NELSON, PRESIDENT

MARSHA H. SMITH, COMMISSIONER

DENNIS S. HANSEN, COMMISSIONER
ATTEST:

Myrna J. Walters
Commission Secretary
vld/O:PAC-E-97- .tc
COMMENTS AND ANNOTATIONS
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Service Date
March 13, 1997