ORDER NO. 96-037

ENTERED FEB 13 1996

THIS IS AN ELECTRONIC COPY

BEFORE THE PUBLIC UTILITY COMMISSION

OF OREGON

UF 4113(2)

DISPOSITION: APPLICATION GRANTED

On January 10, 1996, PacifiCorp (Company) filed a supplemental application requesting that the Commission modify the authority granted in Order No. 95-1334 to allow the issuance of up to 15 million shares of common stock rather than the 5 million shares previously authorized.

Order No. 93-1883, as corrected by Order No. 94-269, and modified by Order No.

95-1334, authorized PacifiCorp to issue and sell up to five million shares of common stock for an indefinite period of time until all shares were sold.

The basis for the current request to issue and sell an additional 10 million shares of common stock is to take advantage of recent improvements in PacifiCorp's stock price. When the November 1995 application for extension of time was filed, the stock price was $19 l/8. The closing price on January 6, 1996, was $21 7/8. Purposes for which the securities were originally authorized remain unchanged.

At its February 6, 1996, public meeting, the Commission reviewed the staff recommendation and approved the company's current request.

ORDER

IT IS ORDERED that PacifiCorp's supplemental application for authority to issue and sell not more than 15,000,000 shares of its common stock is granted. All other provisions of Order Nos. 93-1883, 94-269, and 95-1334, shall, to the extent not modified by this order, remain in full force and effect.

Made, entered, and effective ________________________.

A party may request rehearing or reconsideration of this order within 60 days pursuant to ORS 756.561. A party may appeal this order pursuant to ORS 756.580.